0001104659-21-105793 | 10-Q | XBRL Viewer | 890 5TH Avenue Partners INC

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2021	Aug. 13, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Entity File Number	001-39877
Entity Registrant Name	890 5th Avenue Partners, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3022075
Entity Address, Address Line One	14 Elm Place, Suite 206
Entity Address, City or Town	Rye
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10580
City Area Code	575
Local Phone Number	914-6575
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001828972
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Amendment Flag	false
Transition Report	false
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Shares of Class A Common Stock, par value $0.0001 per share
Trading Symbol	ENFA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		29,527,500
Class F Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,187,500
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share
Trading Symbol	ENFAW
Security Exchange Name	NASDAQ
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant
Trading Symbol	ENFAU
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)

Jun. 30, 2021

Dec. 31, 2020

Current assets:

Cash

$ 498,421

$ 201,781

Prepaid expenses

683,855

6,815

Total current assets

1,182,276

208,596

Investments held in Trust Account

287,507,970

Deferred offering costs associated with the initial public offering

338,798

Total Assets

288,690,246

547,394

Current liabilities:

Accounts payable

1,062,446

120,269

Accrued expenses

573,000

99,931

Franchise tax payable

99,178

450

Advances from related party

13,050

Note payable

300,000

Total current liabilities

1,734,624

533,700

Warrant liabilities

12,324,034

Total Liabilities

14,058,658

533,700

Commitments and Contingencies (Note 5)

Class A common stock, $0.0001 par value; 26,963,158 and 0 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively

269,631,580

Stockholder's Equity:

Preferred stock, $0.0001 par value 5,000,000 shares authorized none issued and outstanding as of June 30, 2021 and December 31, 2020

Additional paid-in capital

8,270,788

24,281

Accumulated deficit

(3,271,755)

(11,306)

Total stockholder's equity

5,000,008

13,694

Total Liabilities and Stockholder's Equity

288,690,246

547,394

Class A Common Stock

Stockholder's Equity:

Common stock

256

Total stockholder's equity

256

Class F Common Stock

Stockholder's Equity:

Common stock

^[1]

719

Total stockholder's equity

$ 719

[1]

As of December 31, 2020, includes up to 937,500 shares of Class F common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On January 14, 2021, the over-allotment option was exercised in full. Thus, none of these shares were forfeited.

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Purchase price, per unit	$ 10.00
Class F Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common shares, shares authorized	25,000,000	25,000,000
Common shares, shares issued	7,187,500	7,187,500
Common shares, shares outstanding	7,187,500	7,187,500
Class F Common Stock \| Over-allotment option
Maximum shares subject to forfeiture		937,500
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common shares, shares authorized	500,000,000	500,000,000
Common shares, shares issued	2,564,342	0
Common shares, shares outstanding	2,564,342	0
Purchase price, per unit	$ 10.00
Class A Common Stock Subject to Redemption
Common stock, par value	$ 0.0001	$ 0.0001
Share subject to possible redemption (in shares)	26,963,158	0
Purchase price, per unit	$ 10.00	$ 10.00

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Operating expenses
General and administrative expenses	$ 627,933	$ 1,901,116
Administrative fee - related party	60,000	120,000
Franchise tax expenses	49,863	99,178
Loss from operations	(737,796)	(2,120,294)
Change in fair value of warrant liabilities	(3,568,017)	(916,559)
Offering costs associated with issuance of public and private warrants		(231,566)
Unrealized gain from investments held in Trust Account	4,369	7,970
Net loss	$ (4,301,444)	$ (3,260,449)
Class A Common Stock Subject to Redemption
Operating expenses
Weighted average shares outstanding, basic and diluted	27,388,576	27,332,731
Class A Common Stock Not Subject to Redemption
Operating expenses
Weighted average shares outstanding, basic and diluted	9,326,424	9,157,299
Basic and diluted net loss per share	$ (0.46)	$ (0.36)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Class A Common Stock	Class F Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020		$ 719	$ 24,281	$ (11,306)	$ 13,694
Balance (in shares) at Dec. 31, 2020		7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of units in initial public offering, less derivative liabilities for public warrants	$ 2,875		276,380,459	0	276,383,334
Sale of units in initial public offering, less derivative liabilities for public warrants (in shares)	28,750,000
Offering costs			(5,989,182)	0	(5,989,182)
Sale of units in private placement, less derivative liabilities for private placement warrants	$ 77		7,484,114	0	7,484,191
Sale of units in private placement, less derivative liabilities for private placement warrants (in shares)	777,500
Class A common stock subject to possible redemption	$ (2,739)		(273,930,291)	0	(273,933,030)
Class A common stock subject to possible redemption (in shares)	(27,393,303)
Net income			0	1,040,995	1,040,995
Balance at Mar. 31, 2021	$ 213	$ 719	3,969,381	1,029,689	5,000,002
Balance (in shares) at Mar. 31, 2021	2,134,197	7,187,500
Balance at Dec. 31, 2020		$ 719	24,281	(11,306)	13,694
Balance (in shares) at Dec. 31, 2020		7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income					(3,260,449)
Balance at Jun. 30, 2021	$ 256	$ 719	8,270,788	(3,271,755)	5,000,008
Balance (in shares) at Jun. 30, 2021	2,564,342	7,187,500
Balance at Mar. 31, 2021	$ 213	$ 719	3,969,381	1,029,689	5,000,002
Balance (in shares) at Mar. 31, 2021	2,134,197	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Class A common stock subject to possible redemption	$ 43		4,301,407	0	4,301,450
Class A common stock subject to possible redemption (in shares)	430,145
Net income			0	(4,301,444)	(4,301,444)
Balance at Jun. 30, 2021	$ 256	$ 719	$ 8,270,788	$ (3,271,755)	$ 5,000,008
Balance (in shares) at Jun. 30, 2021	2,564,342	7,187,500

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS	6 Months Ended
	Jun. 30, 2021 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (3,260,449)
Adjustments to reconcile net loss to net cash used in operating activities:
Unrealized gain from investments held in Trust Account	(7,970)
Offering costs associated with issuance of public and private warrants	231,566
Change in fair value of warrant liabilities	916,559
Changes in operating assets and liabilities:
Prepaid expenses	(677,040)
Accounts payable	942,177
Accrued expenses	423,269
Franchise tax payable	98,728
Net cash used in operating activities	(1,333,160)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(287,500,000)
Net cash used in investing activities	(287,500,000)
Cash Flows from Financing Activities:
Proceeds received from initial public offering, gross	287,500,000
Proceeds received from private placement	7,775,000
Advances from related party	20,125
Repayment of advances from related party	(33,175)
Repayment of note payable to related party	(300,000)
Payment of offering costs	(5,832,150)
Net cash provided by financing activities	289,129,800
Net increase in cash	296,640
Cash - beginning of the period	201,781
Cash - end of the period	498,421
Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses	70,000
Initial value of Class A common stock subject to possible redemption	272,650,670
Change in value of Class A common stock subject to possible redemption	$ (3,019,090)

Description of Organization and Business Operations

6 Months Ended

Jun. 30, 2021

Description of Organization and Business Operations

Description of Organization and Business Operations

Note 1—Description of Organization and Business Operations

Organization and General

890 5th Avenue Partners, Inc. (the “Company”) is a blank check company incorporated in Delaware on September 9, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of June 30, 2021, the Company had not commenced any operations. All activity for the period from September 9, 2020 (inception) through June 30, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, the search for and evaluation and due diligence of potential targets for an initial business combination, and the negotiation and drafting of documentation for the Business Combination and Convertible Note Financing (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in the trust account from the proceeds from the Initial Public Offering and the sale of the private placement.

Sponsor and Financing

The Company’s sponsor is 200 Park Avenue Partners, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 11, 2021. On January 14, 2021, the Company consummated its Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 3,750,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $287.5 million, and incurring offering costs of approximately $6.2 million.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 777,500 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor, PA 2 Co-Investment LLC (an affiliate of Cowen and Company, LLC, a representative of the underwriters), and Craig-Hallum Capital Group LLC (a representative of the underwriters) and its affiliate, generating proceeds of approximately $7.8 million, and incurring offering costs of approximately $12,000 (Note 4).

Trust Account

Upon the closing of the Initial Public Offering and the Private Placement, an aggregate of $287.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding taxes payable on the income earned on the trust account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the 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 the holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “A&R Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

The A&R 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 holders of the Founder Shares (as defined in Note 4) prior to the Initial Public Offering (the “initial stockholders”) agreed not to propose an amendment to the A&R Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 14, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Proposed Business Combination

On June 24, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Bolt Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub I”), Bolt Merger Sub II, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub II”), and BuzzFeed, Inc., a Delaware corporation (“BuzzFeed”).

The Merger Agreement provides for, among other things, the following transactions at the closing: Merger Sub I will merge with and into BuzzFeed, with BuzzFeed as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of the Company (the “Merger”). Immediately following the Merger, BuzzFeed will merge with and into Merger Sub II (the “Second Merger,” together with the Merger, the “Two-Step Merger”) with Merger Sub II being the surviving company of the Second Merger. The Two-Step Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination.”

In accordance with the terms and subject to the conditions of the Merger Agreement, each share of Class A common stock of BuzzFeed, Class B common stock of BuzzFeed, Class C common stock of BuzzFeed and preferred stock of BuzzFeed, other than company restricted stock awards, excluded shares and dissenting shares shall be cancelled and automatically converted into a number of shares of Class A common stock of the Company equal to the quotient, rounded to the tenth decimal place, obtained by dividing 30,880,000 by the aggregate number of shares of BuzzFeed Series F Preferred Stock and BuzzFeed Series G Preferred Stock outstanding as of the effective time; (ii) each share of BuzzFeed Class A Common Stock and BuzzFeed Preferred Stock (other than BuzzFeed Series F Preferred Stock, BuzzFeed Series G Preferred Stock, company restricted stock awards, excluded shares and dissenting shares) shall be converted into the right to receive a number of shares of Class A Common Stock of the Company equal to the quotient of: (A) the remaining per share amount, divided by (B) $10.00; (iii) each share of BuzzFeed Class B Common Stock (other than excluded shares and dissenting shares) shall be converted into the right to receive a number of shares of Class B common stock of the Company equal to the quotient of: (A) the remaining per share amount, divided by (B) $10.00; and (iv) each share of BuzzFeed Class C Common Stock (other than excluded shares and dissenting shares) shall be converted into the right to receive a number of shares of Class C common stock of the Company equal to the quotient of: (A) the remaining per share amount, divided by (B) $10.00.

Concurrently with the execution of the Merger Agreement, the Company entered into a convertible note subscription agreement (the “Convertible Note Subscription Agreement”) with certain investors (the “Note Investors”), in respect of $150.0 million aggregate principal amount of unsecured convertible notes due in 2026 (the “Notes”) to be issued in connection with the closing of the Business Combination The principal terms of the Notes are set forth in the term sheet attached as an exhibit to the Convertible Note Subscription Agreement and will be embodied in an indenture to be entered into in connection with the closing of the Business Combination between BuzzFeed, the guarantors party thereto and the indenture trustee (the “Indenture”) and the form of global note attached thereto. The Notes will bear interest at a rate of 7.00% per annum, payable semi-annually (provided, however, that if there is less than $144.0 million in 890’s trust account immediately following the closing date of the transactions subject of the Convertible Note Subscription Agreement (the “Convertible Note Financing”), the stated interest rate shall be 8.50% per annum), will be convertible into approximately 12,000,000 shares of Class A common stock at an initial conversion price of the lesser of (x) $12.50 and (y) a 25% premium to the lowest per share price at which any equity of 890 is issued prior to the closing of the Business Combination in accordance with the terms thereof, and shall mature on the date that is five years following the closing of the Convertible Note Financing.

Liquidity and Capital Resources

As of June 30, 2021, the Company had approximately $498,000 in cash and working capital deficit of approximately $453,000, not taking into account tax obligations of approximately $100,000 that may be paid using investment income earned from Trust Account.

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the cash proceeds of $25,000 from the sale of the Founder Shares (as defined in Note 4), loan from the Sponsor of $300,000 under the Note (as defined in Note 4), and advances from related party of approximately $13,000 (Note 4). The Company repaid the Note of $300,000 in full on January 14, 2021 and the Company reimbursed the advances from the related party in full in February 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of our management team or any of their affiliates or other third parties, may, but are not obligated to (except as described below), provide the Company with Working Capital Loans (as defined in Note 4). The Working Capital Loans will either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units.

On May 27, 2021, the Sponsor committed to provide to the Company an aggregate of up to $1.6 million in loans, and on August 6, 2021, the Sponsor committed to provide to the Company an additional amount of up to $0.8 million in loans for an aggregate of up to $2.4 million in loans, in each case in order to finance the Company’s working capital needs (including transaction costs in connection with a Business Combination) (the foregoing, the “Sponsor Loan Commitment”). As described above, up to $1.5 million of the Sponsor Loan Commitment (in the aggregate with any other Working Capital Loans) may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. On August 3, 2021, the Company borrowed from the Sponsor the amount of $0.5 million under the Sponsor Loan Commitment, which amount remains outstanding.

Based on the foregoing, management has since reevaluated the Company’s liquidity and financial condition and believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Basis of Presentation and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2021

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Summary of Significant Accounting Policies

Note 2—Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited balance sheet and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on January 21, 2021 and January 13, 2021, respectively. During the course of preparing the quarterly report on Form 10-Q for the three-month period ended March 31, 2021, the Company identified misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited balance sheet dated January 14, 2021, filed on Form 8-K on January 21, 2021 (the “Post-IPO Balance Sheet”). The warrants were reflected as a component of equity in the Post-IPO Balance Sheet as opposed to liabilities on the balance sheet, based on the Company’s application of FASB ASC Topic 815-40, “Derivatives and Hedging, Contracts in Entity’s Own Equity” (“ASC 815-40”), FASB ASC Topic 250, “Accounting Changes and Error Corrections,” and Staff Accounting Bulletin 99, “Materiality” (“SAB 99”) issued by the SEC, the Company determined the impact of the error was immaterial.

Principles of Consolidation

The condensed consolidated financial statements of the Company include its wholly-owned subsidiaries in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At June 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2021 and December 31, 2020.

Investments Held in the Trust Account

The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A common stock were charged to shareholders’ equity upon the completion of the Initial Public Offering.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The Company accounts for its warrants issued in connection with its Initial Public Offering and Private Placement recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations. The fair value of warrants issued in connection with the Initial Public Offering was initially measured using Binominal Lattice simulation and subsequently been measured on the market price of such warrants at each measurement date when separately listed and traded. The fair value of warrants issued in connection with the Private Placement has been estimated using modified Black-Scholes Option Pricing Model at each measurement date.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2021, 26,963,158 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets.

Net Income (Loss) per Share of Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and Private Placement since the exercise price of the warrants is in excess of the average stock price for the period and therefore the inclusion of such warrants would be anti-dilutive.

The Company’s consolidated statements of operations includes a presentation of income (loss) per share of common stock for Class A common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share of common stock. Net income per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of interest income from investments held in the Trust Account, net of applicable franchise and income taxes, by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance.

Net loss per share of common stock, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, less income attributable to Class A common stock, by the weighted average number of non-redeemable common stock outstanding for the period.

Non-redeemable common stock includes Founder Shares and non-redeemable shares of Class A common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.

The following table reflects the calculation of basic and diluted net income (loss)per share of common stock:


	For the Three Months Ended		For the Six Months Ended
	June 30, 2021		June 30, 2021
Class A common stock subject to possible redemption
Numerator:
Net gain from investments held in Trust Account	$	4,097	$	7,474
Less: Company's portion available to be withdrawn to pay taxes		(4,097)		(7,474)
Net income attributable to Class A common stock subject to possible redemption	$	—	$	—
Denominator:
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		27,388,576		27,332,731
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	—	$	—

Non-redeemable common stock
Numerator:
Net loss	$	(4,301,444)	$	(3,260,449)
Less: Net income attributable to Class A common stock subject to possible redemption		—		—
Net loss attributable to non-redeemable common stock	$	(4,301,444)	$	(3,260,449)
Denominator:
Weighted average shares outstanding of non-redeemable common stock, basic and diluted		9,326,424		9,157,299
Basic and diluted net loss per share, non-redeemable common stock	$	(0.46)	$	(0.36)

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Recently Adopted Accounting Standards

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.

Related Party Transactions

6 Months Ended

Jun. 30, 2021

Related Party Transactions

Related Party Transactions

Note 4—Related Party Transactions

Founder Shares

In October 2020, the Sponsor purchased 7,187,500 shares of the Company’s Class F common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000. The initial stockholders agreed to forfeit up to 937,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the shares comprising the Private Placement Units). The underwriter exercised its over-allotment option in full on January 14, 2021; thus, the 937,500 Founder Shares were no longer subject to forfeiture.

The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.

Private Placement Units

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 777,500 Private Placement Units at a price of $10.00 per Private Placement Unit to the Sponsor, PA 2 Co-Investment LLC, and Craig-Hallum Capital Group LLC and its affiliate, generating proceeds of approximately $7.8 million, and incurring offering cots of approximately $12,000.

The Private Placement Units (including the shares comprising the Private Placement Units, the Private Placement Warrants (as defined below) and shares of Class A common stock issuable upon exercise of such warrants) are not transferable or saleable until 30 days after the completion of the initial Business Combination.

Each whole private placement warrant underlying the Private Placement Units (the “Private Placement Warrants”) is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Units has been added to the proceeds from the Initial Public Offering to be held in the Trust Account. The Private Placement Units (including the shares comprising the Private Placement Units, the Private Placement Warrants and shares of Class A common stock issuable upon exercise of such warrants) are not transferable or salable until 30 days after the completion of the initial Business Combination. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Units and the underlying securities will expire worthless.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination.

Related Party Loans

On October 15, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed $300,000 under the Note as of December 31, 2020 and repaid the Note in full on January 14, 2021.

In addition, an affiliate of the Sponsor advanced approximately $13,000 to cover for certain expenses on behalf of the Company. The Company reimbursed the advances from the affiliate of the Sponsor in full in February 2021.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of our management team or any of their affiliates or other third parties, may, but are not obligated to (except as described below), 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. 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. As of June 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans.

On May 27, 2021, the Sponsor committed to provide to the Company an aggregate of up to $1.6 million in loans, and on August 6, 2021, the Sponsor committed to provide to the Company an additional amount of up to $0.8 million in loans for an aggregate of up to $2.4 million in loans, in each case in order to finance the Company’s working capital needs (including transaction costs in connection with a Business Combination). As described above, up to $1.5 million of the Sponsor Loan Commitment (in the aggregate with any other Working Capital Loans) may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. On August 3, 2021, the Company borrowed from the Sponsor the amount of $0.5 million under the Sponsor Loan Commitment, which amount remains outstanding.

Administrative Services Agreement

Commencing on the date of the listing of the Units on the Nasdaq Capital Market through the earlier of the consummation of the initial Business Combination or the liquidation of the Company, the Company will pay the Sponsor $20,000 per month for office space, utilities, general office and secretarial support, and administrative and support services. For the three and six months ended June 30, 2021, the Company incurred and paid approximately $60,000 and $120,000 in expenses for these services, respectively.

In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential partner businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account.

Warrants

6 Months Ended

Jun. 30, 2021

Warrants

Warrants

Note 6—Warrants

As of June 30, 2021, there were 9,583,333 Public Warrants and 259,167 Private Placement Warrants outstanding. There were no warrants outstanding at December 31, 2020. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial 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.

The warrants have an exercise price of $11.50 per whole share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 the initial Business Combination, at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their respective affiliates, without taking into account any Founder Shares or shares comprising the Private Placement Units held by them prior to such issuance), (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 the initial Business Combination, and (z) the volume weighted average trading price of the Class A common stock during the 10 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the Market Value.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00:

Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants):

●

in whole and not in part;

●

at a price of $0.01 per Warrant;

●

upon a minimum of 30 days’ prior written notice of redemption; and

●

if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.”

In no event will the Company be required to net cash settle any warrant. 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.

Redemption of warrants for when the price per share of Class A common stock equals or exceeds $10.00:

Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

●

in whole and not in part;

●

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock;

●

upon a minimum of 30 days’ prior written notice of redemption;

●

if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders;

●

if and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30-day period after the written notice of redemption is given.

Fair Value Measurements

6 Months Ended

Jun. 30, 2021

Fair Value Measurements

Fair Value Measurements

Note 8—Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.


	Fair Value Measured as of June 30, 2021
	Level 1		Level 2		Level 3		Total
Assets
Investments held in Trust Account - U.S. Treasury securities	$	287,507,970	$	—	$	—	$	287,507,970
Liabilities:
Warrant liabilities - public warrants	$	11,979,167	$	—	$	—	$	11,979,167
Warrant liabilities - private warrants	$	—	$	—	$	344,867	$	344,867

As of December 31, 2020, there were no assets or liabilities that were measured at fair value on a recurring basis.

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021, when the Public Warrants were separately listed and traded.

Level 1 instruments include investments invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The fair value of public warrants issued in connection with the Initial Public Offering was initially measured using Binominal Lattice simulation and subsequently been measured at the market price of such warrants at each measurement date when separately listed and traded. The fair value of private warrants issued in connection with the Private Placement is estimated using modified Black-Scholes Option Pricing Model at each measurement date. For the three and six months ended June 30, 2021, the Company recognized an increase in the fair value of warrant liabilities of $3.6 million and $917,000 presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed consolidated statements of operations.

The change in the fair value of the Level 3 derivative warrant liabilities for the period for the three and six months ended June 30, 2021 is summarized as follows:


Warrant liabilities at January 1, 2021	$	—
Issuance of public and private warrants		11,407,475
Public warrants transfer to Level 1		(11,116,667)
Change in fair value of warrant liabilities		(63,958)
Warrant liabilities at March 31, 2021		226,850
Change in fair value of warrant liabilities		118,017
Warrant liabilities at June 30, 2021	$	344,867

The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Binominal Lattice simulation and modified Black-Scholes Option Pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	June 30, 2021			March 31, 2021			January 14, 2021
Exercise price	$	11.50		$	11.50		$	11.50
Stock Price	$	9.86		$	9.69		$	10.00
Term (in years)		5.33			5.00			5.00
Volatility		19.50	%		15.70	%		18.00	%
Risk-free interest rate		0.93	%		1.06	%		0.82	%
Dividend yield		—			—			—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2021

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

Emerging Growth Company

Use of Estimates

Concentration of Credit Risk

Cash and Cash Equivalents

Cash and Cash Equivalents

Investments Held in the Trust Account

Investments Held in the Trust Account

Fair Value of Financial Instruments

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

Derivative Warrant Liabilities

Derivative Warrant Liabilities

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

Net Income (Loss) per Share of Common Stock

Net Income (Loss) per Share of Common Stock

The following table reflects the calculation of basic and diluted net income (loss)per share of common stock:


	For the Three Months Ended		For the Six Months Ended
	June 30, 2021		June 30, 2021
Class A common stock subject to possible redemption
Numerator:
Net gain from investments held in Trust Account	$	4,097	$	7,474
Less: Company's portion available to be withdrawn to pay taxes		(4,097)		(7,474)
Net income attributable to Class A common stock subject to possible redemption	$	—	$	—
Denominator:
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		27,388,576		27,332,731
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	—	$	—

Non-redeemable common stock
Numerator:
Net loss	$	(4,301,444)	$	(3,260,449)
Less: Net income attributable to Class A common stock subject to possible redemption		—		—
Net loss attributable to non-redeemable common stock	$	(4,301,444)	$	(3,260,449)
Denominator:
Weighted average shares outstanding of non-redeemable common stock, basic and diluted		9,326,424		9,157,299
Basic and diluted net loss per share, non-redeemable common stock	$	(0.46)	$	(0.36)

Income Taxes

Income Taxes

Recently Adopted Accounting Standards

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2021

Basis of Presentation and Summary of Significant Accounting Policies

Schedule of calculation of basic and diluted net income (loss)per share of common stock


	For the Three Months Ended		For the Six Months Ended
	June 30, 2021		June 30, 2021
Class A common stock subject to possible redemption
Numerator:
Net gain from investments held in Trust Account	$	4,097	$	7,474
Less: Company's portion available to be withdrawn to pay taxes		(4,097)		(7,474)
Net income attributable to Class A common stock subject to possible redemption	$	—	$	—
Denominator:
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		27,388,576		27,332,731
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	—	$	—

Non-redeemable common stock
Numerator:
Net loss	$	(4,301,444)	$	(3,260,449)
Less: Net income attributable to Class A common stock subject to possible redemption		—		—
Net loss attributable to non-redeemable common stock	$	(4,301,444)	$	(3,260,449)
Denominator:
Weighted average shares outstanding of non-redeemable common stock, basic and diluted		9,326,424		9,157,299
Basic and diluted net loss per share, non-redeemable common stock	$	(0.46)	$	(0.36)

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2021

Fair Value Measurements

Schedule of Company's assets that are measured at fair value on a recurring basis


	Fair Value Measured as of June 30, 2021
	Level 1		Level 2		Level 3		Total
Assets
Investments held in Trust Account - U.S. Treasury securities	$	287,507,970	$	—	$	—	$	287,507,970
Liabilities:
Warrant liabilities - public warrants	$	11,979,167	$	—	$	—	$	11,979,167
Warrant liabilities - private warrants	$	—	$	—	$	344,867	$	344,867

Schedule of change in the fair value of the Level 3 warrant liabilities


Warrant liabilities at January 1, 2021	$	—
Issuance of public and private warrants		11,407,475
Public warrants transfer to Level 1		(11,116,667)
Change in fair value of warrant liabilities		(63,958)
Warrant liabilities at March 31, 2021		226,850
Change in fair value of warrant liabilities		118,017
Warrant liabilities at June 30, 2021	$	344,867

Schedule of quantitative information regarding Level 3 fair value measurements inputs


	June 30, 2021			March 31, 2021			January 14, 2021
Exercise price	$	11.50		$	11.50		$	11.50
Stock Price	$	9.86		$	9.69		$	10.00
Term (in years)		5.33			5.00			5.00
Volatility		19.50	%		15.70	%		18.00	%
Risk-free interest rate		0.93	%		1.06	%		0.82	%
Dividend yield		—			—			—

Description of Organization and Business Operations (Details)			1 Months Ended	3 Months Ended	6 Months Ended
	Jun. 24, 2021 USD ($) $ / shares shares	Jan. 14, 2021 USD ($) $ / shares shares	Oct. 31, 2020 USD ($)	Mar. 31, 2021 shares	Jun. 30, 2021 USD ($) $ / shares shares	Aug. 06, 2021 USD ($) $ / shares	Aug. 03, 2021 USD ($)	Dec. 31, 2020 USD ($)	Oct. 15, 2020 USD ($)
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares					$ 10.00
Proceeds from issuance initial public offering					$ 287,500,000
Price of warrant \| $ / shares					$ 10.00
Proceeds received from private placement					$ 7,775,000
Offering costs					$ 5,832,150
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account					80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination					50.00%
Minimum net tangible assets upon consummation of business combination					$ 5,000,001
Threshold percentage of public shares subject to redemption without companys prior written consent					15.00%
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)					100.00%
Maximum Allowed Dissolution Expenses					$ 100,000
Number of shares used in calculating the stock to be issued post merger \| shares	30,880,000
Cash					498,000
Working capital deficit					453,000
Tax obligation					100,000
Repayment of promissory note - related party					$ 300,000
2026 Note
Subsidiary, Sale of Stock [Line Items]
Aggregate principal amount of unsecured convertible notes	$ 150,000,000.0
Debt instrument interest rate	7.00%
Minimum threshold hold amount to be maintained for the ineterst rate to be 7.00%	$ 144,000,000.0
Debt conversion converted shares \| shares	12,000,000
Conversion price \| $ / shares	$ 12.50
Premium over the lowest per share price	25
Debt Instrument Financing
Subsidiary, Sale of Stock [Line Items]
Debt instrument interest rate	8.50%
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of units sold initial public offering (in shares) \| shares				777,500
Purchase price, per unit \| $ / shares					$ 10.00
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares					777,500
Price of warrant \| $ / shares					$ 10.00
Proceeds received from private placement					$ 7,800,000
Offering costs					12,000
Sponsor \| Subsequent Events
Subsidiary, Sale of Stock [Line Items]
Additional loan convertible amount						$ 800,000
Aggregate loan convertible amount						2,400,000
Commitment loan outstanding amount							$ 500,000
Related Party Loans
Subsidiary, Sale of Stock [Line Items]
Maximum borrowing capacity of related party promissory note								$ 300,000	$ 300,000
Maximum amount of loans converted into units of post business combination entity					$ 1,500,000
Related Party Loans \| Working capital loans warrant
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares					$ 10.00
Sponsor \| Subsequent Events
Subsidiary, Sale of Stock [Line Items]
Maximum amount of loans converted into units of post business combination entity						1,500,000
Additional loan convertible amount						800,000
Aggregate loan convertible amount						$ 2,400,000
Commitment loan outstanding amount							$ 500,000
Sponsor \| Working capital loans warrant \| Subsequent Events
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares						$ 10.00
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold initial public offering (in shares) \| shares		28,750,000
Proceeds from issuance initial public offering		$ 287,500,000
Offering costs		6,200,000
Initial Public Offering \| Warrants
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering		$ 287,500,000
Price of warrant \| $ / shares		$ 10.00
Initial Public Offering \| Related Party Loans
Subsidiary, Sale of Stock [Line Items]
Consideration received			$ 25,000
Maximum borrowing capacity of related party promissory note		$ 300,000
Advance received from related party		13,000
Repayment of promissory note - related party		$ 300,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold initial public offering (in shares) \| shares		3,750,000
Purchase price, per unit \| $ / shares		$ 10.00

Basis of Presentation and Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021
Numerator:
Net loss	$ (4,301,444)	$ 1,040,995	$ (3,260,449)
Class A Common Stock Subject to Redemption
Numerator:
Net gain from investments held in Trust Account	4,097		7,474
Less: Company's portion available to be withdrawn to pay taxes	$ (4,097)		$ (7,474)
Denominator:
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted	27,388,576		27,332,731
Denominator:
Weighted average shares outstanding, basic and diluted	27,388,576		27,332,731
Class A Common Stock Not Subject to Redemption
Denominator:
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted	9,326,424		9,157,299
Basic and diluted net income per share, Class A common stock subject to possible redemption	$ (0.46)		$ (0.36)
Numerator:
Net loss attributable to non-redeemable common stock	$ (4,301,444)		$ (3,260,449)
Denominator:
Weighted average shares outstanding, basic and diluted	9,326,424		9,157,299
Basic and diluted net loss per share	$ (0.46)		$ (0.36)

Related Party Transactions - Founder Shares (Details)		1 Months Ended	3 Months Ended	6 Months Ended
Related Party Transactions - Founder Shares (Details)	Jan. 14, 2021 USD ($) shares	Oct. 31, 2020 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) shares	Jun. 30, 2021 USD ($) $ / shares shares
Related Party Transaction [Line Items]
Aggregate purchase price			$ 276,383,334
Proceeds received from private placement				$ 7,775,000
Offering costs				$ 5,832,150
Initial Public Offering
Related Party Transaction [Line Items]
Offering costs	$ 6,200,000
Private Placement Warrant
Related Party Transaction [Line Items]
Number of shares issued \| shares				777,500
Exercise price of warrants \| $ / shares				$ 11.50
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				30
Par value \| $ / shares				$ 10.00
Proceeds received from private placement				$ 7,800,000
Offering costs				$ 12,000
Class A Common Stock
Related Party Transaction [Line Items]
Number of shares issued \| shares			28,750,000
Aggregate purchase price			$ 2,875
Shares subject to forfeiture \| shares				26,963,158
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares				$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days
Founder shares
Related Party Transaction [Line Items]
Restrictions on transfer period of time after business combination completion				1 year
Sponsor \| Class F Common Stock
Related Party Transaction [Line Items]
Number of shares issued \| shares		7,187,500
Exercise price of warrants \| $ / shares		$ 0.0001
Aggregate purchase price		$ 25,000
Shares subject to forfeiture \| shares	937,500	937,500
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%

Warrants (Details)	6 Months Ended
Warrants (Details)	Jun. 30, 2021 D $ / shares shares	Dec. 31, 2020 shares
Class of Warrant or Right [Line Items]
Warrants outstanding \| shares		0
Period for filling registration statement after business combination	15 days
Period of time after which warrant holder may do cashless exercise	60 days
Warrants
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Public Warrants expiration term	5 years
Exercise price of warrants	$ 11.50
Threshold issue price per share	$ 9.20
Percentage of gross proceeds on total equity proceeds	60.00%
Number of trading days on which fair market value of shares is reported	10
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Percentage of adjustment of redemption price of stock based on market value and newly issued price.	180.00%
Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00
Redemption price per public warrant (in dollars per share)	$ 0.01
Class Of Warrant Or Right, Minimum Threshold Written Notice Period For Redemption Of Warrants	30 days
Threshold trading days for redemption of public warrants \| D	20
Threshold number of business days before sending notice of redemption to warrant holders \| D	30
Redemption Period	30 days
Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.10
Class Of Warrant Or Right, Minimum Threshold Written Notice Period For Redemption Of Warrants	30 days
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding \| shares	9,583,333
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Redemption Period	30 days
Warrant redemption condition minimum share price	$ 10.00
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding \| shares	259,167
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days

Stockholders' Equity - Common Stock Shares (Details) - $ / shares	6 Months Ended
	Jun. 30, 2021	Jan. 14, 2021	Jan. 11, 2021	Dec. 31, 2020	Oct. 31, 2020	Sep. 09, 2020
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	500,000,000		500,000,000	500,000,000		0
Common shares, par value (in dollars per share)	$ 0.0001		$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	2,564,342			0
Common shares, shares outstanding (in shares)	2,564,342			0
Class F Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	25,000,000
Common shares, par value (in dollars per share)	$ 0.0001
Common shares, shares issued (in shares)					7,187,500
Maximum shares subject to forfeiture		937,500			937,500
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent)	20.00%
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares	20.00%
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Common shares, par value (in dollars per share)	$ 0.0001			$ 0.0001
Share subject to possible redemption (in shares)	26,963,158			0

Commitments & Contingencies (Details) $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2021 USD ($) $ / shares
Commitments & Contingencies
Underwriting discount per unit \| $ / shares	$ 0.20
Aggregate underwriter discount	$ 5.8
Percentage of marketing fee payable to the underwriters	3.50%
Aggregate underwriter fee payable	$ 10.1

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions	Aug. 06, 2021	Aug. 03, 2021	Jun. 30, 2021	May 27, 2021
Working capital loans warrant
Subsequent Event [Line Items]
Maximum Loans Convertible Into Shares			$ 1.5
Related Party Loans \| Subsequent Events
Subsequent Event [Line Items]
Share Price	$ 10.00
Sponsor
Subsequent Event [Line Items]
Total loan				$ 1.6
Sponsor \| Subsequent Events
Subsequent Event [Line Items]
Commitment loan outstanding amount		$ 0.5
Additional loan convertible amount	$ 0.8
Aggregate loan convertible amount	2.4
Sponsor \| Subsequent Events \| Working capital loans warrant
Subsequent Event [Line Items]
Maximum Loans Convertible Into Shares	$ 1.5

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Cash FDIC insured amount	$ 250,000
Cash equivalents	0	$ 0
Unrecognized tax benefits	0
Unrecognized tax benefits accrued for interest and penalties	$ 0
Class A Common Stock
Shares subject to forfeiture	26,963,158

Initial Public Offering (Details) - USD ($)		3 Months Ended	6 Months Ended
Initial Public Offering (Details) - USD ($)	Jan. 14, 2021	Mar. 31, 2021	Jun. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit			$ 10.00
Proceeds received from initial public offering, gross			$ 287,500,000
Offering costs			$ 5,832,150
Founder shares \| Anchor Investors
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit			212,621
Private Placement Units \| Anchor Investors
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit			28,750
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of units sold initial public offering (in shares)		777,500
Purchase price, per unit			$ 10.00
Number of shares issuable per warrant			1
Number of warrants in a unit			0.33
Class A Common Stock \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants			$ 11.50
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold initial public offering (in shares)	28,750,000
Proceeds received from initial public offering, gross	$ 287,500,000
Offering costs	6,200,000
Initial Public Offering \| Anchor Investors
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit			1,000,000
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Proceeds received from initial public offering, gross	287,500,000
Offering costs	$ 6,200,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold initial public offering (in shares)	3,750,000
Purchase price, per unit	$ 10.00
Private Placement Warrant
Subsidiary, Sale of Stock [Line Items]
Offering costs			$ 12,000
Exercise price of warrants			$ 11.50

Stockholders' Equity - Preferred Stock Shares (Details) - $ / shares	Jun. 30, 2021	Jan. 11, 2021	Dec. 31, 2020	Sep. 09, 2020
Stockholders' Equity
Preferred shares, shares authorized	5,000,000	5,000,000	5,000,000	0
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0		0
Preferred shares, shares outstanding	0		0

Fair Value Measurements (Details)	Jun. 30, 2021 USD ($)
Assets:
Investments held in Trust Account	$ 287,507,970
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities	12,324,034
Recurring \| Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities	11,979,167
Recurring \| Private Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities	344,867
U.S. Treasury Securities \| Recurring
Assets:
Investments held in Trust Account	287,507,970
Level 1 \| Recurring \| Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities	11,979,167
Level 1 \| U.S. Treasury Securities \| Recurring
Assets:
Investments held in Trust Account	287,507,970
Level 3 \| Recurring \| Private Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities	$ 344,867

Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3	Jun. 30, 2021 $ / shares	Mar. 31, 2021 $ / shares	Jan. 14, 2021 $ / shares
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	11.50	11.50	11.50
Stock Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	9.86	9.69	10.00
Term (in years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	5.33	5.00	5.00
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	19.50	15.70	18.00
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	0.93	1.06	0.82