☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
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Delaware
|
85-2326098
|
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
|
|
300 Carnegie Center, Suite 150
Princeton, NJ
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08540
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant
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CLII.U
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New York Stock Exchange
|
||
Shares of Class A common stock included as part of the units
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CLII
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New York Stock Exchange
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||
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
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CLII WS
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New York Stock Exchange
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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a. |
Part I, Item 1A. Risk Factors. Part I, Item 1A of the Original Report has been amended and restated by Part I, Item 1A of this Amended Report.
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b. |
Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Part II, Item 7 of the Original Report has been amended and restated by Part II, Item
7 of this Amended Report.
|
c. |
Part II, Item 8. Financial Statements and Supplementary Data. The financial statements referred to in Part II, Item 8 of the Original Report are superseded by the restated financial statements referred to in Part II, Item 8 of
this Amended Report (“Restated Financial Statements”).
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d. |
Part II, Item 9A. Controls and Procedures. Part II, Item 9A of the Original Report has been amended and restated by Part II, Item 9A of this Amended Report.
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e. |
Part III, Item 14. Principal Accountant Fees and Services. Part III, Item 14 of the Original Report has been amended and restated by Part III, Item 14 of this Amended Report.
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Certain Defined Terms
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5 |
Cautionary Statement Regarding Forward-Looking Statements
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7 |
PART I
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8 |
Item 1A. Risk Factors
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8 |
PART II
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41 |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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41 |
Item 8. Financial Statements and Supplementary Data
|
45 |
Item 9A. Controls and Procedures
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45 |
PART III
|
46 |
Item 14. Principal Accountant Fees and Services
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46 |
PART IV
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47 |
Item 15. Exhibits and Financial Statement Schedules
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47 |
Signatures
|
48 |
Index to Financial Statements
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• |
our ability to complete the proposed business combination with EVgo or any other initial business combination;
|
• |
trends in the climate sector and trends specific to clean energy, renewables and carbon removal;
|
• |
our ability to complete our initial business combination, particularly given competition from other blank check companies and financial and strategic buyers;
|
• |
our expectations around the performance of the prospective target business or businesses, including competitive prospects of the business following our initial business combination;
|
• |
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
|
• |
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they
would then receive expense reimbursements;
|
• |
our potential ability to obtain additional financing to complete our initial business combination;
|
• |
the number, variety and characteristics of prospective target businesses;
|
• |
our ability to consummate an initial business combination amidst the uncertainty resulting from the ongoing COVID-19 pandemic, and the effects of the ongoing pandemic on the climate sector, the economy and
any business or businesses with which we consummate our initial business combination;
|
• |
the ability of our officers and directors to generate a number of potential acquisition opportunities;
|
• |
our public securities’ potential liquidity and trading;
|
• |
the lack of a market for our securities;
|
• |
the use of proceeds from our IPO and private placement not held in the Trust Account or available to us from interest income on the Trust Account balance;
|
• |
the Trust Account not being subject to claims of third parties; or
|
• |
our financial performance.
|
• |
approval by CRIS’s stockholders of (i) the proposed business combination and the Business Combination Agreement; (ii) the second amended and restated certificate of incorporation of CRIS; and (iii) the issuance by CRIS of more than 20%
of its outstanding common stock in connection with the proposed business combination;
|
• |
no governmental authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the business combination
illegal or otherwise prohibiting consummation of the business combination;
|
• |
all filings, notifications, or other submissions required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall have been made and any applicable waiting period (and any extension thereof)
applicable to the consummation of the business combination under the HSR Act shall have expired or been terminated;
|
• |
the shares of Class A common stock to be issued in connection with the proposed business combination (including all shares of Class A common stock issuable upon the conversion of the shares of Class B common stock and OpCo Units issued
in the business combination, as set forth in the OpCo A&R LLC Agreement and the proposed second amended and restated certificate of incorporation of CRIS) shall be listed on the NYSE or Nasdaq Stock Market, as mutually agreed by the
parties, on the Closing Date;
|
• |
CRIS shall have at least $5,000,001 of net tangible assets after giving effect to the PIPE and following the exercise of redemption rights by CRIS’s public stockholders in accordance with CRIS’s charter and bylaws; and
|
• |
the amount of funds held in the Trust Account (net of any cash proceeds required to satisfy an exercise of redemption rights by CRIS’s public stockholders in accordance with CRIS’s existing amended and restated certificate of
incorporation and the payment of any deferred underwriting fees held in the Trust Account in connection with the IPO payable to the underwriters upon consummation of a business combination) shall not be less than $115.0 million.
|
• |
a limited availability of market quotations for our securities;
|
• |
reduced liquidity for our securities;
|
• |
a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the
secondary trading market for our securities;
|
• |
a limited amount of news and analyst coverage; and
|
• |
a decreased ability to issue additional securities or obtain additional financing in the future.
|
•
|
restrictions on the nature of our investments; and
|
• |
restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.
|
• |
registration as an investment company;
|
• |
adoption of a specific form of corporate structure; and
|
• |
reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
|
• |
may significantly dilute the equity interest of investors in the IPO;
|
• |
may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;
|
• |
could cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the
resignation or removal of our present officers and directors; and
|
• |
may adversely affect prevailing market prices for our units, Class A common stock and/or warrants.
|
• |
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
|
• |
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver
or renegotiation of that covenant;
|
• |
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
|
• |
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
|
• |
our inability to pay dividends on our common stock;
|
• |
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and
acquisitions, and fund other general corporate purposes;
|
• |
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
• |
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
|
• |
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and
|
• |
other disadvantages compared to our competitors who have less debt.
|
• |
solely dependent upon the performance of a single business, property or asset, or
|
• |
dependent upon the development or market acceptance of a single or limited number of products, processes or services.
|
(i). |
we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our 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 our 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”);
|
(ii). |
the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial
business combination (net of redemptions); and
|
(iii). |
the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which we consummate a business combination (such price, the “Market Value”) is below
$9.20 per share;
|
• |
we have a board that includes a majority of ‘independent directors,’ as defined under the rules of the NYSE;
|
• |
we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
|
• |
we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
|
• |
higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;
|
• |
rules and regulations regarding currency redemption;
|
• |
complex corporate withholding taxes on individuals;
|
• |
laws governing the manner in which future business combinations may be effected;
|
• |
tariffs and trade barriers;
|
• |
regulations related to customs and import/export matters;
|
• |
longer payment cycles and challenges in collecting accounts receivable;
|
• |
tax issues, including but not limited to tax law changes and variations in tax laws as compared to the United States;
|
• |
currency fluctuations and exchange controls;
|
• |
rates of inflation;
|
• |
cultural and language differences;
|
• |
employment regulations;
|
• |
data privacy;
|
• |
changes in industry, regulatory or environmental standards within the jurisdictions where we operate;
|
• |
public health or safety concerns and governmental restrictions, including those caused by outbreaks of pandemic disease such as the COVID-19 pandemic;
|
• |
crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;
|
• |
deterioration of political relations with the United States; and
|
• |
government appropriations of assets.
|
• |
recognizing that the market for CO2 avoidance and removal is grounded in science, any material change in consensus scientific opinion in respect of the urgency or potential remedies to the climate challenge could affect the economics
of or total addressable market for clean energy and other CO2 reducing products and specialists;
|
• |
governmental or regulatory actions in any or all of our chosen markets, even if well intentioned from a climate perspective, could have an immediate and dramatic effect on our business operations and opportunities;
|
• |
the increasingly partisan nature of the public debate about climate issues could result in a consumer backlash in certain markets against products and services which exist, in whole or in part, to reduce CO2 emissions into the
atmosphere;
|
• |
shifting approaches over time to how CO2 emissions are calculated, or to the perceived long term effectiveness of various approaches to CO2 storage and sequestration, could affect the perceived environmental benefit of our products and
services;
|
• |
dependence of our operations upon third-party suppliers or service providers whose failure either to perform adequately or to adhere to our environmental standards could disrupt our business;
|
• |
difficulty in establishing and implementing a commercial and operational approach adequate to address the specific needs of the markets we are pursuing;
|
• |
difficulty in identifying effective local partners and developing any necessary partnerships with local businesses on commercially and environmentally acceptable terms;
|
• |
our inability to comply with governmental regulations or obtain governmental approval for our products and/or business operations;
|
• |
difficulty in competing against established companies who may have greater financial resources and/or a more effective or established localized business presence and/or an ability to introduce and sell low or no carbon products at
minimal or negative operating margins for sustained periods of time;
|
• |
difficulty in competing successfully with improved technologies introduced subsequent to our own;
|
• |
the possibility of applying an ineffective commercial approach to targeted markets, including product offerings that may not meet market needs with respect to their environmental or non-environmental attributes;
|
• |
an inability to build strong brand identity, environmental credibility or reputation for exceptional customer satisfaction and service;
|
• |
difficulty in generating sufficient sales volumes at economically sustainable profitability levels;
|
• |
difficulty in timely identifying, attracting, training, and retaining qualified sales, technical, and other personnel; and
|
• |
any significant disruption in our computer systems or those of third parties that we would utilize in our operations, including disruptions or failure of our networks, systems or technology as a result of computer viruses,
“cyber-attacks,” misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar events;
|
ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
(i) |
CRIS will contribute all of its assets to SPAC Sub, including but not limited to (1) an amount of funds equal to (A) funds held in the Trust Account (net of any amounts needed to effect redemptions elected by
public stockholders and the payment of any deferred underwriting fees from the IPO), plus (B) net cash proceeds from the PIPE, plus (C) any cash held by
CRIS in any working capital or similar account, less any transaction expenses of CRIS and the EVgo Parties; and (2) the Holdings Class B Shares;
|
(ii) |
immediately following item (i) above, Holdings will contribute to OpCo all of the issued and outstanding limited liability company interests of HoldCo and, in connection therewith, (1) OpCo will be
recapitalized as set forth in the OpCo A&R LLC Agreement, and (2) OpCo will issue to Holdings the Holdings OpCo Units;
|
(iii) |
immediately following the item (ii) above, SPAC Sub will transfer to Holdings the Holdings Class B Shares and the right to enter into a tax receivable agreement; and
|
(iv) |
immediately following item (iii) above, SPAC Sub will contribute to OpCo all of its remaining assets in exchange for the issuance by OpCo to SPAC Sub of the number of OpCo Units equal to the Issued OpCo
Units.
|
ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9A. |
CONTROLS AND PROCEDURES
|
(a)
|
The following documents are filed with this Amended Report:
|
(1)
|
Restated Financial Statements:
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Financial Statements:
|
|
Balance Sheet as of December 31, 2020
|
F-3
|
Statement of Operations for the period from August 4, 2020 (inception) through December 31, 2020
|
F-4
|
Statement of Changes in Stockholders’ Equity for the period from August 4, 2020 (inception) through December 31, 2020
|
F-5
|
Statement of Cash Flows for the period from August 4, 2020 (inception) through December 31, 2020
|
F-6
|
Notes to Financial Statements
|
F-7
|
(2)
|
Restated Financial Statement Schedules:
|
(b)
|
Exhibits
|
Exhibit No.
|
Description of Exhibits
|
|
Warrant Agreement (1)
|
||
Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15(d)-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|
||
Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15(d)-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|
||
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
CLIMATE CHANGE CRISIS REAL IMPACT I ACQUISITION CORPORATION
|
||
Date: May 3, 2021
|
By:
|
/s/ David W. Crane
|
David W. Crane
|
||
Chief Executive Officer and Director
|
Page
|
|
Climate Change Crisis Real Impact I Acquisition Corporation — Audited Financial Statements
|
|
Report of Independent Registered Public Accounting Firm
|
|
Financial Statements:
|
|
Balance Sheet as of December 31, 2020
|
|
Statement of Operations for the period from August 4, 2020 (inception) through December 31, 2020
|
|
Statement of Changes in Stockholders’ Equity for the period from August 4, 2020 (inception) through December 31, 2020
|
|
Statement of Cash Flows for the period from August 4, 2020 (inception) through December 31, 2020
|
|
Notes to Financial Statements
|
ASSETS
|
||||
Current assets
|
||||
Cash
|
$
|
990,249
|
||
Prepaid expenses
|
261,496
|
|||
Total Current Assets
|
1,251,745
|
|||
Investments held in Trust Account
|
230,003,380
|
|||
Total Assets
|
$
|
231,255,125
|
||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||
Current liabilities
|
||||
Accrued expenses
|
$
|
723,277
|
||
Accrued offering costs
|
25,000
|
|||
Total Current Liabilities
|
748,277
|
|||
Warrant liability
|
32,844,000
|
|||
Deferred underwriting fee payable
|
8,050,000
|
|||
Total Liabilities
|
41,642,277
|
|||
Commitments and contingencies
|
||||
Class A common stock subject to possible redemption, 18,461,284 shares at redemption value
|
184,612,840
|
|||
Stockholders’ Equity
|
||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
—
|
|||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 4,538,716 issued and outstanding (excluding 18,461,284 shares subject to possible redemption)
|
454
|
|||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding
|
575
|
|||
Additional paid-in capital
|
19,301,375
|
|||
Accumulated deficit
|
(14,302,396
|
)
|
||
Total Stockholders’ Equity
|
5,000,008
|
|||
Total Liabilities and Stockholders’ Equity
|
$
|
231,255,125
|
Formation and operating costs
|
$
|
1,009,807
|
||
Loss from operations
|
(1,009,807
|
)
|
||
Other income (expense):
|
||||
Interest income - bank
|
31
|
|||
Interest earned on investments held in Trust Account
|
3,380
|
|||
Change in fair value of derivative liability
|
(13,296,000
|
) |
||
Other (expense), net
|
(13,292,589
|
) | ||
Net loss
|
$
|
(14,302,396
|
)
|
|
Weighted average shares outstanding of Class A redeemable common stock
|
23,000,000
|
|||
Basic and diluted income per share, Class A redeemable common stock
|
$
|
0.00
|
||
Weighted average shares outstanding of Class B non-redeemable common stock
|
5,473,958
|
|||
Basic and diluted net loss per share, Class B non-redeemable common stock
|
$
|
(2.61
|
)
|
Class A
Common Stock
|
Class B
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||||||||
Balance – August 4, 2020 (Inception)
|
—
|
$
|
—
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||||||||
Issuance of Class B common stock to Sponsor
|
—
|
—
|
5,750,000
|
575
|
24,425
|
—
|
25,000
|
|||||||||||||||||||||
Sale of 23,000,000 Units, net of underwriting discounts and deferred offering costs
|
23,000,000
|
2,300
|
—
|
—
|
203,887,944
|
—
|
203,887,944
|
|||||||||||||||||||||
Class A common stock subject to possible redemption
|
(18,461,284
|
)
|
(1,846
|
)
|
—
|
—
|
(184,610,994
|
)
|
—
|
(186,612,840
|
)
|
|||||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
—
|
(14,302,396
|
)
|
(14,302,396
|
)
|
|||||||||||||||||||
Balance – December 31, 2020
|
4,538,716
|
$
|
454 |
5,750,000
|
$
|
575
|
$
|
19,301,375
|
$
|
(14,302,396
|
)
|
$
|
5,000,008
|
Cash Flows from Operating Activities:
|
||||
Net loss
|
$
|
(14,302,396
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Operating costs paid through promissory note – related party
|
402
|
|||
Interest earned on investments held in Trust Account
|
(3,380
|
)
|
||
Increase in fair value of warrant liability |
13,296,000 |
|||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(261,496
|
)
|
||
Accrued expenses
|
723,277
|
|||
Net cash used in operating activities
|
(547,593
|
)
|
||
Cash Flows from Investing Activities:
|
||||
Investment of cash into Trust Account
|
(230,000,000
|
)
|
||
Net cash used in investing activities
|
(230,000,000
|
)
|
||
Cash Flows from Financing Activities:
|
||||
Proceeds from issuance of Class B common stock to Sponsor
|
25,000
|
|||
Proceeds from sale of Units, net of underwriting discounts paid
|
225,796,000
|
|||
Proceeds from sale of Private Placement Warrants
|
6,600,000
|
|||
Repayment of advances from related party
|
(2,279
|
)
|
||
Proceeds from promissory note – related party
|
249,598
|
|||
Repayment of promissory note – related party
|
(250,000
|
)
|
||
Payment of offering costs
|
(880,477
|
)
|
||
Net cash provided by financing activities
|
231,537,842
|
|||
Net Change in Cash
|
990,249
|
|||
Cash – Beginning of period
|
—
|
|||
Cash – End of period
|
$
|
990,249
|
||
Non-Cash financing activities:
|
||||
Initial classification of Class A common stock subject to possible redemption
|
$
|
198,911,760
|
||
Change in value of Class A common stock subject to possible redemption
|
$
|
(14,298,920
|
)
|
|
Deferred underwriting fee payable
|
$
|
8,050,000
|
||
Initial fair value of warrant liability
|
19,548,000
|
|||
Offering costs included in accrued offering costs
|
$
|
25,000
|
||
Offering costs paid through advances from related party
|
$
|
2,279
|
As
Previously
Reported
|
Adjustments
|
As
Restated
|
||||||||||
Balance sheet as of October 2, 2020 (audited)
|
||||||||||||
Warrant Liability
|
$
|
—
|
$
|
19,548,000
|
$
|
19,548,000
|
||||||
Ordinary Shares Subject to Possible Redemption
|
218,459,760
|
(19,548,000
|
)
|
198,911,760
|
||||||||
Class A Ordinary Shares
|
115
|
196
|
311
|
|||||||||
Additional Paid-in Capital
|
5,002,794
|
(196
|
)
|
5,002,598
|
||||||||
Balance sheet as of December 31, 2020 (audited)
|
||||||||||||
Warrant Liability
|
$
|
—
|
$
|
32,844,000
|
$
|
32,844,000
|
||||||
Ordinary Shares Subject to Possible Redemption
|
217,456,840
|
(32,844,000
|
)
|
184,612,840
|
||||||||
Class A Ordinary Shares
|
125
|
329
|
454
|
|||||||||
Additional Paid-in Capital
|
6,005,704
|
13,295,671
|
19,301,375
|
|||||||||
Accumulated Deficit
|
(1,006,396
|
)
|
(13,296,000
|
)
|
(14,302,396
|
)
|
||||||
Period from August 4, 2020 (inception) to December 31, 2020 (audited)
|
||||||||||||
Change in fair value of warrant liability
|
$
|
—
|
$
|
(13,296,000
|
)
|
$
|
(13,296,000
|
)
|
||||
Net loss
|
(1,006,396
|
)
|
(13,296,000
|
)
|
(14,302,396
|
)
|
||||||
Basic and diluted net loss per share, Class B
|
(0.18
|
)
|
(2.43
|
)
|
(2.61
|
)
|
Cash Flow Statement for the Period from August 4, 2020 (inception) to December 31, 2020 (audited)
|
||||||||||||
Net loss
|
$
|
(1,006,396
|
)
|
$
|
(13,296,000
|
)
|
$
|
(14,302,396
|
)
|
|||
Change in fair value of warrant liability
|
—
|
13,296,000
|
13,296,000
|
|||||||||
Initial classification of warrant liability
|
—
|
19,548,000
|
19,548,000
|
|||||||||
Initial classification of common stock subject to possible redemption
|
218,459,760
|
(19,548,000
|
)
|
198,911,760
|
||||||||
Change in value of common stock subject to possible redemption
|
(1,002,920
|
)
|
(13,296,000
|
)
|
(14,298,920
|
)
|
For the Period
From
August 4, 2020
(inception)
Through
December 31,
|
||||
2020
|
||||
Redeemable Class A Common Stock
|
||||
Numerator: Earnings allocable to Redeemable Class A Common Stock
|
||||
Interest Income
|
$
|
3,411
|
||
Income and Franchise Tax
|
(3,411
|
)
|
||
Net Earnings
|
$
|
—
|
||
Denominator: Weighted Average Redeemable Class A Common Stock
|
||||
Redeemable Class A Common Stock, Basic and Diluted
|
23,000,000
|
|||
Earnings/Basic and Diluted Redeemable Class A Common Stock
|
$
|
0.00
|
||
Non-Redeemable Class B Common Stock
|
||||
Numerator: Net Loss minus Redeemable Net Earnings
|
||||
Net Loss
|
$
|
(14,302,396
|
)
|
|
Redeemable Net Earnings
|
—
|
|||
Non-Redeemable Net Loss
|
$
|
(14,302,396
|
)
|
|
Denominator: Weighted Average Non-Redeemable Class B Common Stock
|
||||
Non-Redeemable Class B Common Stock, Basic and Diluted
|
5,473,958
|
|||
Loss/Basic and Diluted Non-Redeemable Class B Common Stock
|
$
|
(2.61
|
)
|
•
|
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 whole and not in part;
|
• |
at a price of $0.01 per warrant;
|
• |
upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and
|
• |
if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends to the notice of redemption to the warrant holders
(“Reference Value”) equals or exceeds $18.00 per share (as adjusted).
|
• |
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); and
|
• |
if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
December 31,
2020 |
||||
Deferred tax assets
|
||||
Net operating loss carryforward
|
$
|
16,514
|
||
Organizational costs/Startup expenses
|
194,829
|
|||
Total deferred tax assets
|
211,343
|
|||
Valuation allowance
|
(211,343
|
)
|
||
Deferred tax assets, net of allowance
|
$
|
—
|
December 31,
2020 |
||||
Federal
|
||||
Current
|
$
|
—
|
||
Deferred
|
(211,343
|
)
|
||
State
|
||||
Current
|
$
|
—
|
||
Deferred
|
—
|
|||
Change in valuation allowance
|
211,343
|
|||
Income tax provision
|
$
|
—
|
December 31,
2020
|
||||
Statutory federal income tax rate
|
21.0
|
%
|
||
State taxes, net of federal tax benefit
|
0.0
|
%
|
||
Change in warrant liability
|
(19.5
|
)
|
||
Change in valuation allowance
|
(1.5
|
)%
|
||
Income tax provision
|
0.00
|
%
|
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 an assessment of the assumptions that market participants would use in pricing the asset or liability.
|
Description
|
Level
|
December 31,
2020
|
||||||
Assets:
|
||||||||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund
|
1
|
$
|
230,003,380
|
|||||
Liabilities
|
||||||||
Warrant Liability – Public Warrants
|
1
|
$
|
20,700,000
|
|||||
Warrant Liability – Private Warrants
|
3 |
$
|
12,144,000
|
|
Private Placement
|
Level |
Public
|
Level |
Warrant Liabilities
|
|||||||||||||
Fair value as of August 4, 2020
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||||
Initial measurement on October 2, 2020
|
7,128,000
|
3 |
12,420,000
|
3 |
19,548,000
|
|||||||||||||
Change in valuation inputs or other assumptions
|
5,016,000
|
2 |
8,280,000
|
1 |
13,296,000
|
|||||||||||||
Fair value as of December 31, 2020
|
$
|
12,144,000
|
$
|
20,700,000
|
$
|
32,844,000
|
(i) |
The Company will contribute all of its assets to SPAC Sub, including but not limited to (1) an amount of funds equal to (A) funds held in the Trust Account, plus (B) net cash proceeds from the
PIPE (as defined below), plus (C) any cash held by the Company in any working capital or similar account, less any transaction expenses of the Company and
the EVgo Parties; and (2) a number of newly issued shares of Class B common stock, par value $0.0001 per share (the “Class B common stock” and, together with the Class A common stock, “common stock”) of the Company equal to the number of
units of OpCo (“OpCo Units”) to be issued to Holdings (the “Holdings OpCo Units”) under the Business Combination Agreement, which will be equal to the quotient obtained by dividing (x)
$1,958,000,000 by (y) $10.00 (such shares, the “Holdings Class B Shares” and such transaction, the “SPAC Contribution”);
|
(ii) |
immediately following the SPAC Contribution, Holdings will contribute to OpCo all of the issued and outstanding limited liability company interests of the Company and, in connection therewith, (1) OpCo will be recapitalized as set
forth in the OpCo A&R LLC Agreement (as defined in the Business Combination Agreement), and (2) OpCo will issue to Holdings the Holdings OpCo Units (such transactions, the “Holdings Contribution”);
|
(iii) |
immediately following the Holdings Contribution, SPAC Sub will transfer to Holdings the Holdings Class B Shares and the right to enter into the Tax Receivable Agreement (as defined in the Business Combination Agreement) (such
transactions, the “SPAC Sub Transfer”); and
|
(iv) |
immediately following the SPAC Sub Transfer, SPAC Sub will contribute to OpCo all of its remaining assets in exchange for the issuance by OpCo to SPAC Sub of the number of OpCo Units equal to the number of shares of Class A common
stock issued and outstanding after giving effect to the business combination and the PIPE (the “Issued OpCo Units”) (the “SPAC Sub Contribution”).
|
1. |
I have reviewed this Annual Report on Form 10-K/A of Climate Change Crisis Real Impact I Acquisition Corporation;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b) |
[Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];
|
c) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or
persons performing the equivalent functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
|
b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 3, 2021
|
|||
|
By:
|
/s/ David W. Crane |
|
David W. Crane | |||
Chief Executive Officer
|
1. |
I have reviewed this Annual Report on Form 10-K/A of Climate Change Crisis Real Impact I Acquisition Corporation;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b) |
[Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];
|
c) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or
persons performing the equivalent functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
|
b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 3, 2021
|
|||
|
By:
|
/s/ John A. Cavalier | |
John A. Cavalier
|
|||
Chief Financial Officer
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
|
Date: May 3, 2021
|
|
|
|
|
|
|
By: | /s/ David W. Crane |
|
|
David W. Crane
|
|
|
Chief Executive Officer
|
|
|
(Principal executive officer)
|
|
|
|
|
By: | /s/ John A. Cavalier |
|
|
John A. Cavalier
|
|
|
Chief Financial Officer
|
|
|
(Principal financial officer)
|
Document and Entity Information - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2020 |
May 03, 2021 |
Jun. 30, 2020 |
|
Entity Listings [Line Items] | |||
Entity Registrant Name | Climate Change Crisis Real Impact I Acquisition Corp | ||
Entity Central Index Key | 0001821159 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | Climate Change Crisis Real Impact I Acquisition Corporation (the “Company,” “we,” “our” or “us”) is filing this Annual Report on Form 10-K/A (this “Amended Report”) to amend its Annual Report on Form 10-K for the period ended December 31, 2020 (“Original Report”), originally filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2021, to restate its financial statements and related footnote disclosures as of October 2, 2020 and December 31, 2020 and the period from August 4, 2020 (date of inception) through December 31, 2020 (the “Affected Periods”). On April 12, 2021, the staff of the SEC issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). The SEC Staff Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those issued by the Company at the time of its initial public offering in October 2020 (the “IPO”). In light of the SEC Staff Statement, on April 25, 2021, our Board of Directors (the “Board”), after discussion with management, determined that the financial statements included in the Original Report previously filed with the SEC should no longer be relied upon. | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Address, State or Province | NJ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 246.3 | ||
Class A Common Stock [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 23,000,000 | ||
Class B Common Stock [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,750,000 |
BALANCE SHEET |
Dec. 31, 2020
USD ($)
|
---|---|
Current assets | |
Cash | $ 990,249 |
Prepaid expenses | 261,496 |
Total Current Assets | 1,251,745 |
Investments held in Trust Account | 230,003,380 |
Total Assets | 231,255,125 |
Current liabilities | |
Accrued expenses | 723,277 |
Accrued offering costs | 25,000 |
Total Current Liabilities | 748,277 |
Warrant liability | 32,844,000 |
Deferred underwriting fee payable | 8,050,000 |
Total Liabilities | 41,642,277 |
Commitments and Contingencies | |
Stockholders' Equity | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 19,301,375 |
Accumulated deficit | (14,302,396) |
Total Stockholders' Equity | 5,000,008 |
Total Liabilities and Stockholders' Equity | 231,255,125 |
Class A Common Stock [Member] | |
Current liabilities | |
Common stock subject to possible redemption, 18,461,284 shares at redemption value | 184,612,840 |
Stockholders' Equity | |
Common stock | 454 |
Class B Common Stock [Member] | |
Stockholders' Equity | |
Common stock | $ 575 |
BALANCE SHEET (Parenthetical) |
Dec. 31, 2020
$ / shares
shares
|
---|---|
Stockholders' Equity | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 |
Preferred stock, shares outstanding (in shares) | 0 |
Class A Common Stock [Member] | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
Common stock, redemption (in shares) | 18,461,284 |
Stockholders' Equity | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 |
Common stock, shares issued (in shares) | 4,538,716 |
Common stock, shares outstanding (in shares) | 4,538,716 |
Class B Common Stock [Member] | |
Stockholders' Equity | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | 10,000,000 |
Common stock, shares issued (in shares) | 5,750,000 |
Common stock, shares outstanding (in shares) | 5,750,000 |
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) |
Oct. 02, 2020
shares
|
---|---|
Initial Public Offering [Member] | |
Stockholders' Equity | |
Units issued (in shares) | 23,000,000 |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS |
12 Months Ended |
---|---|
Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Climate Change Crisis Real Impact I Acquisition Corporation (the “Company”) was incorporated in Delaware on August 4, 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 (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. 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. The Company has one subsidiary, CRIS Thunder Merger LLC, a wholly-owned subsidiary of the Company incorporated in Delaware on January 12, 2021 (“SPAC Sub”) (see Note 12). As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 4, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination, and activities in connection with the proposed acquisition of EVgo Holdings, LLC, a Delaware limited liability company (“Holdings”) (see Note 12). 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 income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on September 29, 2020 and the Company signed an agreement with a syndicate of underwriters to issue 23,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000 which is described in Note 4. On October 2, 2020 the Company completed the Initial Public Offering. Simultaneously with the closing of the Initial Public Offering, the Company completed the sale of 6,600,000 warrants (the “Private Placement Warrants”) at $1.00 per Private Placement Warrant in a private placement to Climate Change Crisis Real Impact I Acquisition Holdings, LLC (the “Sponsor”), generating gross proceeds of $6,600,000, which is described in Note 5. Transaction costs amounted to $13,161,756 consisting of $4,204,000 in cash underwriting fees, $8,050,000 of deferred underwriting fees and $907,756 of other offering costs. Following the closing of the Initial Public Offering on October 2, 2020, an amount of $230,000,000 ($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 Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States. The funds in the Trust Account will be 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 meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations (less $100,000 of interest to pay dissolution expenses). Substantially all of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants are intended to be applied generally toward consummating a Business Combination, and the Company’s management has broad discretion to identify targets for such a potential Business Combination and over the specific application of the funds held in the Trust Account if and when such funds are properly released from the Trust Account. 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 operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with its 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 an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the PIMCO private funds (an affiliate of the Sponsor). The Company will provide the 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. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon 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 applicable law or stock exchange rules 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 applicable law or stock exchange rules, 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 6), 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 their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. 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 Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it 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) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or 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-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. The Company will have until October 2, 2022, or such later date as a result of a stockholder vote to amend the Amended and Restated Certificate of Incorporation, 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 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 tax obligations (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), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires 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 7) held in the Trust Account in the event the Company does not complete a Business Combination within 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 the lesser of (1) $10.00 per Public Share and (2) the actual 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, less taxes payable, provided that such liability will not apply to claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account 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”). 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 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 (except the Company’s independent registered public accounting firm), prospective target businesses and 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. |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS |
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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In Addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled "Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ("SPACs")" (the "SEC Statement"). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of July 13, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the "Warrant Agreement"). In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period (including on October 2, 2020 and December 31, 2020) and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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Dec. 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 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. Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $13,161,756 were charged to stockholders’ equity upon the completion of the Initial Public Offering. 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of the Public Warrants issued in the IPO has been estimated using a Monte Carlo simulation methodology as of the date of the IPO and the Public Warrants’ quoted market price at December 31, 2020. The Private Placement Warrants were valued using a Modified Black Scholes Option Pricing Model. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 18,100,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements 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 method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the stockholders. 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 fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
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. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. 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. |
INITIAL PUBLIC OFFERING |
12 Months Ended |
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Dec. 31, 2020 | |
INITIAL PUBLIC OFFERING [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, on October 2, 2020, the Company sold 23,000,000 Units which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. The PIMCO private funds (an affiliate of the Sponsor) purchased an aggregate of 1,980,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
PRIVATE PLACEMENT |
12 Months Ended |
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Dec. 31, 2020 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $6,600,000 in the aggregate. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS |
12 Months Ended |
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Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On August 10, 2020, the Sponsor purchased 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. In September 2020, the Sponsor transferred 175,500 Founder Shares to directors, officers and consultants of the Company (together with the Sponsor, the “initial stockholders”). The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the initial stockholders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 750,000 Founder Shares are no longer subject to forfeiture. The initial stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a 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 reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Consulting Arrangements During the year ended December 31, 2020, the Company entered into consulting arrangements with several service provider for administrative services, potential target and financial analysis and due diligence services to the Company. These arrangements provide for aggregate monthly fees of approximately $90,000. For the period from August 4, 2020 (inception) through December 31, the Company incurred $233,373 in such fees. At December 31, 2020, $50,000 is included in accrued expenses in the accompanying balance sheet. Advance from Related Party The Sponsor advanced the Company an aggregate of $2,279 to pay for certain costs in connection with the Initial Public Offering. The advances were non-interest bearing and due on demand. The outstanding advances were repaid at the closing of the Initial Public Offering on October 2, 2020. Promissory Note — Related Party On August 10, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company was entitled to borrow up to an aggregate principal amount of $250,000. The Promissory Note was non-interest bearing and payable on the earlier of March 31, 2021 or the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note was repaid at the closing of the Initial Public Offering on October 2, 2020. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be converted into warrants, at a price of $1.00 per warrant, of the post Business Combination entity. The warrants would be identical to the Private Placement Warrants. 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 December 31, 2020, no Working Capital Loans were outstanding. |
COMMITMENTS AND CONTINGENCIES |
12 Months Ended |
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Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration and Stockholder Rights Pursuant to a registration and stockholder rights agreement entered into on September 29, 2020, the holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). Any holder of at least 20% of the outstanding registrable securities owned by the holders 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 Company will bear certain expenses incurred in connection with the filing of any such registration statements. In addition, pursuant to the registration and stockholder rights agreement, upon consummation of a Business Combination, the Company’s initial stockholders will be entitled to designate three individuals for nomination for election to the Company’s board of directors for so long as they continue to hold, collectively, at least 50% of the Founder Shares (or the securities into which such Founder Shares convert) held by such persons on the date of this prospectus. Thereafter, such initial stockholders will be entitled to designate (i) two individuals for nomination for election to the Company’s board of directors for so long they continue to hold, collectively, at least 30% of the Founder Shares (or the securities into which such Founder Shares convert) held by such persons on the date of this prospectus and (ii) one individual for nomination for election to the Company’s board of directors for so long they continue to hold, collectively, at least 20% of the Founder Shares (or the securities into which such Founder Shares convert) held by such persons on the date of this prospectus. Deferred Underwriting Fee The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriters did not receive any upfront underwriting discount or commissions on the 1,980,000 Units purchased by the PIMCO private funds or their respective affiliates but will receive deferred underwriting commissions with respect to such Units. |
STOCKHOLDERS' EQUITY |
12 Months Ended |
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Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 20204,538,716, there was shares of Class A common stock issued and outstanding, excluding 18,461,284 shares of Class A common stock subject to possible redemption. Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. At December 31, 2020, there were 5,750,000 shares of Class B common stock issued and outstanding. Holders of Class B common stock are entitled to one vote for each share. Prior to the Business Combination, only holders of shares of Class B common stock have the right to vote on the election of directors. Holders of Class A common stock and Class B common stock will vote together as a single class on all 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 at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon completion of the Initial Public Offering, plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
WARRANT LIABILITIES |
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WARRANT LIABILITIES [Abstract] | |||||||||||||||||||||||||
WARRANT LIABILITIES | NOTE 9. WARRANT LIABILITIES Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of 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. No warrant will be exercisable and the Company will not be obligated to issue any shares 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 fifteen business days after the closing of the Company’s initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause such registration statement to become effective within 60 business days after the closing of a Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if shares of the Class A common stock are at the time of any exercise of a public warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of 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. Redemption of Warrants when the price per Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Public Warrants (except as described herein with respect to the Private Placement Warrants):
If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants when the price per Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:
The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public 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 has not completed 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 Public 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 share of Class A common stock (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 Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. 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 shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, and will be entitled to certain registration rights (see Note 6). Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. |
INCOME TAX |
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INCOME TAX [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME TAX | NOTE 10. INCOME TAX The Company’s net deferred tax assets are as follows:
The income tax provision consists of the following:
As of December 31, 2020, the Company had $78,638 of U.S. federal and state 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 August 4, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $211,343. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:
The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
FAIR VALUE MEASUREMENTS |
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FAIR VALUE MEASUREMENTS [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | NOTE 11. FAIR VALUE MEASUREMENTS 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:
At December 31, 2020, assets held in the Trust Account were comprised of $230,003,380 in money market funds which are invested primarily in U.S. Treasury Securities. Through December 31, 2020, the Company did not withdraw any interest earned on the Trust Account to pay for its franchise and income tax obligations. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the 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 statement of operations. The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date (10%) was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methedology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date. The following table presents the changes in the fair value of warrant liabilities:
There were no transfers in or out of Level 3 from other levels in the fair value hierarchy. |
SUBSEQUENT EVENTS |
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SUBSEQUENT EVENTS [Abstract] | |||||||||||||
SUBSEQUENT EVENTS | NOTE 12. 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 as described in Note 2 and below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 21, 2021, the Company and SPAC Sub, entered into a business combination agreement (the “Business Combination Agreement”) with Holdings, EVgo HoldCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of Holdings (the “HoldCo”) and EVGO OPCO, LLC, a Delaware limited liability company and wholly-owned subsidiary of Holdings (“OpCo” and, together with Holdings and HoldCo, the “EVgo Parties”). The transactions contemplated by the Business Combination Agreement are collectively referred to herein as the “business combination.” Pursuant to the Business Combination Agreement, at the closing of the business combination (the “Closing”) on the date the transactions are consummated (the “Closing Date”):
The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Business Combination Agreement. In connection with the execution of the Business Combination Agreement, on January 21, 2021, the Company entered into separate subscription agreements (the “Subscription Agreements”) with a number of investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to purchase, and the Company has agreed to sell to the PIPE Investors, an aggregate of 40,000,000 shares of Class A common stock (the “PIPE Shares”), for a purchase price of $10.00 per share, or an aggregate purchase price of $400.0 million, in a private placement (the “PIPE”). Each Subscription Agreement contains customary representations and warranties of the Company, on the one hand, and the applicable PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the proposed business combination. The purpose of the PIPE is to raise additional capital for use by HoldCo and its subsidiaries following the closing or the proposed business combination. Pursuant to the Subscription Agreements, the Company agreed that, within 30 calendar days after the Closing Date (the “Filing Deadline”), the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”), and the Company will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies the Company that it will “review” the PIPE Resale Registration Statement) following the Filing Deadline and (ii) the 5th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the PIPE Resale Registration Statement will not be “reviewed” or will not be subject to further review. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of SEC. |
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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 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. |
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Offering Costs | Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $13,161,756 were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
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Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
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Warrant Liability | Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of the Public Warrants issued in the IPO has been estimated using a Monte Carlo simulation methodology as of the date of the IPO and the Public Warrants’ quoted market price at December 31, 2020. The Private Placement Warrants were valued using a Modified Black Scholes Option Pricing Model. |
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Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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. |
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Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 18,100,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements 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 method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the stockholders. |
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Concentration of Credit Risk | 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. |
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Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature |
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Fair Value Measurement | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
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. |
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Derivatives Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
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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. |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) |
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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting for Warrants | The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and Diluted Net Income (Loss) Per Common Share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
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INCOME TAX (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME TAX [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Tax Assets | The Company’s net deferred tax assets are as follows:
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Income Tax Provision | The income tax provision consists of the following:
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Reconciliation of Federal Income Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:
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FAIR VALUE MEASUREMENTS (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets Measured on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
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Changes in Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities:
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PRIVATE PLACEMENT (Details) - Private Placement Warrants [Member] - USD ($) |
Oct. 02, 2020 |
Dec. 31, 2020 |
---|---|---|
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 6,600,000 | |
Share price (in dollars per share) | $ 1.00 | |
Gross proceeds from issuance of warrants | $ 6,600,000 | |
Class A Common Stock [Member] | ||
Private Placement Warrants [Abstract] | ||
Number of securities called by each warrant (in shares) | 1 | |
Warrants exercise price (in dollars per share) | $ 11.50 |
RELATED PARTY TRANSACTIONS, Consulting Arrangements (Details) - Consulting Arrangements [Member] |
5 Months Ended |
---|---|
Dec. 31, 2020
USD ($)
| |
Related Party Transactions [Abstract] | |
Monthly fee | $ 90,000 |
Fees incurred | 233,373 |
Accrued Expenses [Member] | |
Related Party Transactions [Abstract] | |
Fees payable | $ 50,000 |
RELATED PARTY TRANSACTIONS, Promissory Note, Administrative Support Agreement and Related Party Loans (Details) |
5 Months Ended |
---|---|
Dec. 31, 2020
USD ($)
$ / shares
| |
Related Party Transactions [Abstract] | |
Repayment of advances | $ 2,279 |
Proceeds from promissory note | 249,598 |
Repayment of promissory note | 250,000 |
Promissory Note [Member] | |
Related Party Transactions [Abstract] | |
Proceeds from promissory note | 250,000 |
Sponsor [Member] | Advances [Member] | |
Related Party Transactions [Abstract] | |
Related party transaction | 2,279 |
Repayment of advances | 2,279 |
Sponsor [Member] | Promissory Note [Member] | |
Related Party Transactions [Abstract] | |
Repayment of promissory note | 250,000 |
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | |
Related Party Transactions [Abstract] | |
Related party transaction | $ 2,000,000 |
Share price (in dollars per share) | $ / shares | $ 1.00 |
COMMITMENTS AND CONTINGENCIES, Deferred Underwriting Fee (Details) - USD ($) |
Oct. 02, 2020 |
Dec. 31, 2020 |
---|---|---|
Underwriting Agreement [Abstract] | ||
Underwriters deferred fee (in dollars per unit) | $ 0.35 | |
Deferred underwriting fees | $ 8,050,000 | $ 8,050,000 |
PIMCO [Member] | ||
Underwriting Agreement [Abstract] | ||
Units issued (in shares) | 1,980,000 |
INCOME TAX (Details) |
5 Months Ended |
---|---|
Dec. 31, 2020
USD ($)
| |
Deferred tax assets [Abstract] | |
Net operating loss carryforward | $ 16,514 |
Organizational costs/Startup expenses | 194,829 |
Total deferred tax assets | 211,343 |
Valuation allowance | (211,343) |
Deferred tax assets, net of allowance | 0 |
Federal [Abstract] | |
Current | 0 |
Deferred | (211,343) |
State [Abstract] | |
Current | 0 |
Deferred | 0 |
Change in valuation allowance | 211,343 |
Income tax provision | 0 |
Federal and State net operating loss carryovers | $ 78,638 |
Reconciliation of Federal Income Tax Rate [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in warrant liability | (19.50%) |
Change in valuation allowance | (1.50%) |
Income tax provision | 0.00% |
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