QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
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(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-third of one redeemable warrant to purchase one share of Class A common stock |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Page No. |
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Item 1. |
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4 | ||||||
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Item 2. |
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Item 3. |
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Item 4. |
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22 | ||||||
Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
24 | |||||
Item 4. |
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Item 5. |
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Item 6. |
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25 |
Item 1. |
Financial Information |
June 30, 2021 |
December 31, 2020 |
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ASSETS |
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CURRENT ASSETS |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total current assets |
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NONCURRENT ASSETS |
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Cash held in trust account |
— | |||||||
Other assets |
— | |||||||
Derivative forward purchase agreement |
— | |||||||
Total noncurrent assets |
— | |||||||
TOTAL ASSETS |
$ | $ | ||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILTIES |
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Accounts payable |
$ | $ | ||||||
Accrued deferred offering costs |
— | |||||||
Franchise tax payable |
— | |||||||
Note payable – related party |
— | |||||||
Total current liabilities |
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LONG-TERM LIABILTIES |
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Deferred underwriting commissions |
— | |||||||
Derivative warrant liabilities |
— | |||||||
Total liabilities |
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Commitments and Contingencies |
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Class A common stock, $ |
— | |||||||
STOCKHOLDERS’ EQUITY |
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Preferred stock, $ |
— | |||||||
Class A common stock, $ |
— | |||||||
Class B common stock, $ |
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Additional paid-in capital |
— | |||||||
Retained earnings (Accumulated deficit) |
( |
) | ||||||
Total stockholders’ equity (deficit) |
( |
) | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ | $ | ||||||
Three Months Ended |
Six Months Ended |
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June 30, 2021 |
June 30, 2021 |
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OPERATING EXPENSES |
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General and administrative expenses |
$ | $ | ||||||
Franchise tax expense |
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Total operating expenses |
( |
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OTHER INCOME (EXPENSE) |
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Interest income on marketable securities held in Trust Account |
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Underwriting discounts and offering costs attributed to derivative warrant liability |
— | ( |
) | |||||
Change in fair value of derivative warrant liabilities |
( |
) | ||||||
Change in fair value of derivative forward purchase agreement |
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Total other income (expense) |
( |
) | ||||||
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INCOME (LOSS) BEFORE INCOME TAX |
( |
) | ||||||
Income tax expense (benefit) |
— | |||||||
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NET INCOME (LOSS) |
$ | ( |
) | $ | ||||
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Basic and diluted weighted average shares outstanding, Redeemable Class A common stock |
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Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption |
$ | $ | ||||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock |
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Basic and diluted net income (loss) per share, Non-redeemable common stock |
$ | ( |
) | $ |
Retained Earnings (Accumulated Deficit) |
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Additional Paid-in Capital |
Total Stockholders’ Equity |
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Class A Common Stock |
Class B Common Stock |
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Shares |
Amount |
Shares |
Amount |
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Balance— Jan 1, 202uary 1 |
— | $ | — | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||
Sale of units in initial public offering, net of offering costs and initial fair value of public warrants |
— | — | — | |||||||||||||||||||||||||
Forfeiture of Founder Shares |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
Initial classification of derivative forward purchase agreement |
( |
) | ( |
) | ||||||||||||||||||||||||
Initial classification of common stock subject to possible redemption |
( |
) | ( |
) | — | — | ( |
) | — | ( |
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Change in common stock subject to possible redemption |
( |
) | ( |
) | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance—March 31, 2021 |
$ | $ | — | $ | $ | |||||||||||||||||||||||
Change in Common Stock subject to possible redemption |
— | — | — | |||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance—June 30, 2021 |
$ | $ | $ | — | $ | $ | ||||||||||||||||||||||
Six Months Ended |
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June 30, 2021 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income |
$ | |||
Adjustments to reconcile net income to net cash used in operating activities: |
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Interest earned on cash held in Trust Account |
( |
) | ||
Underwriting discounts and offering costs attributed to warrant liability |
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Change in fair value of derivative warrant liabilities |
( |
) | ||
Change in fair value of derivative forward purchase agreement |
( |
) | ||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | ||
Accounts payable and accrued expenses |
( |
) | ||
Other assets |
( |
) | ||
Franchise tax payable |
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Net cash used in operating activities |
( |
) | ||
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Investment of cash in Trust Account |
( |
) | ||
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Net cash used in investing activities |
( |
) | ||
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CASH FLOW FROM FINANCING ACTIVITIES |
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Proceeds from sale of Units, net of underwriting discounts paid |
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Proceeds from sale of Private Placement Warrants |
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Repayment of note payable – related party |
( |
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Payment of offering costs |
( |
) | ||
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Net cash provided by financing activities |
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NET CHANGE IN CASH |
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CASH, BEGINNING OF PERIOD |
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CASH, END OF PERIOD |
$ | |||
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SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES |
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Initial classification of derivative warrant liability |
$ | |||
Initial classification of derivative forward purchase agreement |
$ | |||
Initial classification of common stock subject to possible redemption |
$ | |||
Change in value of common stock subject to possible redemption |
$ | |||
Deferred underwriting fees charged to additional paid in capital |
$ |
Fair Value Measured as of June 30, 2021 |
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Level 1 |
Level 2 |
Level 3 |
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Assets: |
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Investments held in Trust Account (1) |
$ | $ | — | $ | — | |||||||
Derivative forward purchase agreement (2) |
$ | — | $ | — | $ | |||||||
Liabilities: |
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Derivative warrant liabilities—Public Warrants (3) |
$ | $ | — | $ | — | |||||||
Derivative warrant liabilities—Private Placement Warrants (4) |
$ | — | $ | — | $ |
(1) | The fair value of the investments held in Trust Account was based on the quoted market price. |
(2) | The fair value of the derivative forward purchase agreement was based on the forward price formula . |
(3) | The fair value of the derivative warrant liabilities – Public Warrants was based the quoted market price for MIT.W as of the reporting date. |
(4) | The fair value of the derivative warrant liabilities – Private Placement Warrants was based on a modified Black-Scholes model. |
February 2, 2021 (Initial Measurement) |
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Strike price |
$ | |||
Term (in years) |
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Risk-free rate |
% | |||
Volatility |
% | |||
Dividend yield |
% | |||
Fair value of Public Warrants |
$ | |||
Fair value of Private Placement Warrants |
$ |
June 30, 2021 |
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Strike price |
$ | |||
Term (in years) |
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Risk-free rate |
% | |||
Volatility |
% | |||
Dividend yield |
% | |||
Fair value of Private Placement Warrants |
$ |
• | Term – the expected life of the warrants was assumed to be equivalent to their remaining contractual term. |
• | Risk-free rate – the risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Warrants. |
• | Volatility – the Company estimated the volatility of its common stock warrants based on implied volatility and actual historical volatility of a group of comparable publicly traded companies observed over a historical period equal to the expected remaining life of the Warrants. |
• | Dividend yield – the dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Private Placement Warrants. |
Public Warrants |
Private Placement Warrants |
Total Derivative Warrant Liability |
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Derivative warrant liabilities at January 1, 2021 |
$ | $ | $ | |||||||||
Issuance of Public and Private Warrants (1) |
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Change in fair value of warrant liabilities |
( |
) | ( |
) | ( |
) | ||||||
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Derivative warrant liabilities at March 31, 2021 |
$ | $ | $ | |||||||||
Change in fair value of warrant liabilities |
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Derivative warrant liabilities at June 30, 2021 |
$ | $ | $ | |||||||||
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(1) |
– during the 1 st quarter of 2021, these warrants were transferred from Level 3 in the fair value hierarchy to Level 1 in the fair value hierarchy |
FPA Asset (Liability) |
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Derivative forward purchase agreement at January 1, 2021 |
$ | |||
Executed forward purchase agreement in connection with IPO |
( |
) | ||
Change in fair value of the derivative forward purchase agreement |
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Derivative forward purchase agreement at March 31, 2021 |
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Change in fair value of the derivative forward purchase agreement |
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Derivative forward purchase agreement at June 30, 2021 |
$ | |||
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• | in whole and not in part; |
• | at a price of $ |
• | at any time during the exercise period; |
• | upon a minimum of |
• | if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $ |
• | If, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. |
Three Months Ended |
Six Months Ended |
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June 30, 2021 |
June 30, 2021 |
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Redeemable Class A Common Stock |
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Numerator: Earnings allocable to Redeemable Class A common stock |
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Interest income earned on Trust Account |
$ | $ | ||||||
Less: Applicable franchise and income taxes |
( |
) | ( |
) | ||||
Net income attributable to Redeemable Class A common stock |
$ | $ | ||||||
Denominator: Weighted Average Stock Outstanding, Redeemable Class A |
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Basic and diluted weighted average shares outstanding, Redeemable Class A |
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Basic and diluted net income (loss) per share, Redeemable Class A |
$ | $ | ||||||
Non-Redeemable Class A and Class B Common Stock |
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Numerator: Net income (loss) minus net earnings |
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Net income (loss) |
$ | ( |
) | $ | ||||
Less: Net income allocable to Redeemable Class A common stock |
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Net income (loss) attributable to Non-Redeemable Class A and Class B common stock shareholders |
$ | ( |
) | $ | ||||
Denominator: Weighted Average Stock Outstanding, Non-Redeemable Class A and Class B |
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Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B |
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Basic and diluted net income (loss) per share, Non-Redeemable Class A and Class B |
$ | ( |
) | $ |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
Item 4. |
Controls and Procedures |
Item 1. |
Legal Proceedings |
Item 1A. |
Risk Factors. |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
Item 3. |
Defaults Upon Senior Securities |
Item 4. |
Mine Safety Disclosures |
Item 5. |
Other Information |
Item 6. |
Exhibits. |
* | Filed herewith. |
** | Furnished. |
MASON INDUSTRIAL TECHNOLOGY, INC. | ||||||
Date: July 29, 2021 | By: | /s/ Derek Satzinger | ||||
Name: Derek Satzinger | ||||||
Title: Chief Financial Officer |
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Edward A. Rose III, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 of Mason Industrial Technology, Inc.; |
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 registrants other certifying officer(s) 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)) 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) | [Omitted]; |
(c) | Evaluated the effectiveness of the registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: July 29, 2021 | By: | /s/ Edward A. Rose III | ||||
Edward A. Rose III | ||||||
Chief Executive Officer | ||||||
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Derek Satzinger, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 of Mason Industrial Technology, Inc.; |
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 registrants other certifying officer(s) 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)) 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) | [Omitted]; |
(c) | Evaluated the effectiveness of the registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: July 29, 2021 | By: | /s/ Derek Satzinger | ||||
Derek Satzinger | ||||||
Chief Financial Officer | ||||||
(Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Mason Industrial Technology, Inc. (the Company) on Form 10-Q for the quarter ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the Report), I certify, in the capacity and on the date indicated below, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(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 operations of the Company. |
Date: July 29, 2021 | By: | /s/ Edward A. Rose III | ||||
Edward A. Rose III | ||||||
Chief Financial Officer | ||||||
(Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Mason Industrial Technology, Inc. (the Company) on Form 10-Q for the quarter ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the Report), I certify, in the capacity and on the date indicated below, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(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 operations of the Company. |
Date: July 29, 2021 | By: | /s/ Derek Satzinger | ||||
Derek Satzinger | ||||||
Chief Financial Officer | ||||||
(Principal Financial Officer) |
Description of Organization and Business Operations |
6 Months Ended |
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Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and Operations Mason Industrial Technology, Inc. (the “Company”) was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is an 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. As of June 30, 2021, the Company had not commenced any operations. All activity through June 30, 2021 relates to the Company’s formation, its Initial Public Offering (the “IPO”) and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash from the proceeds derived from the IPO (see below for more information on the IPO), and recognizes changes in the fair value of warrant liabilitiesand forward purchase agreement as other income (expense). Corporate Organization and Initial Public Offering The Company was incorporated in Delaware on August 31, 2020. The Company’s sponsor is Mason Industrial Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). On February 2, 2021, the Company consummated its IPO of 50,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, raising $500.0 million of gross proceeds. Of the 50,000,000 units issued, 45,000,000 Units were included in the Company’s initial offering, and 5,000,000 Units resulted from the underwriter partially exercising its over- allotment option. The net proceeds of the IPO were $472.1 million, after deducting expenses and underwriting discounts and commissions of approximately $27.9 million, which includes $17.5 million in deferred underwriting commissions (see Note 8 , Commitments and Contingencies Public Warrants Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant” and, collectively, the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. In addition, if (x) the Company issues additional shares of Class A common stock for capital raising purposes in connection with the closing of the Company’s Initial Business Combination at an issue or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or their affiliates, without taking into account any shares of Class B common stock 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 amount that is the total equity proceeds (and interest thereon) , available for the funding of the Initial Business Combination on the date of the consummation (net of redemptions) and (z) the volume- weighted average trading price of the Company’s Class A common stock during the 20-trading-day No fractional shares will be issued upon separation of the Units and only whole Public Warrants will trade. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s Initial Business Combination or 12 months from the closing of the Initial Public Offering and will expire five years after the completion of the Company’s Initial Business Combination or earlier upon redemption or liquidation. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders. Private Placement Warrants Simultaneously with the closing of the IPO, the Company consummated a private sale (the “Private Placement”) of 8,813,334 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) to the Sponsor at a price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $13.2 million (see Note 5 , Related Party Transactions Forward Purchase Agreement Simultaneously with the closing of the IPO, the Company entered into a Forward Purchase Agreement (the “FPA”) with the Sponsor, pursuant to which the Sponsor committed that it will purchase up to 8,000,000 forward purchase units (the “FPA Units”), consisting of one share of Class A common stock (the “FPA Share”) and one-third of one warrant to purchase one share of Class A common stock (the “FPA Warrant”) for $10.00 per unit, or an aggregate amount of up to $80,000,000, in a private placement that will close concurrently with the closing of the initial Business Combination (see Note 6, Related Party Transactions Transaction Costs Transaction costs amounted to $27.9 million, consisting of $10.0 million of underwriting fees, $17.5 million of deferred underwriting commissions, and $0.4 million of other offering costs. The Trust Account Following the closing of the IPO, $500.0 million of the net proceeds of the sale of the Units and the Private Placement Warrants were placed in a trust account (the “Trust Account”). The funds in the Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the IPO and the Private Placement will not be released from the Trust Account until the earlier of: (i) the completion of the Company’s Initial Business Combination; (ii) the redemption of any shares of the Public Shares that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of Public Shares if the Company does not complete its Initial Business Combination within 24 months from the closing of the IPO (or 30 months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for the initial Business Combination within 24 months from the closing of the IPO but has not completed the initial Business Combination within such 24 month period) (the “Combination Period ”) pre-initial Business Combination activity; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an initial Business Combination within the Combination Period, subject to the requirements of law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds of the IPO are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the trust account) at the time of the agreement to enter into the initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an initial Business Combination. The Company, after signing a definitive agreement for an initial Business Combination, will either (i) seek stockholder approval of the initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes. The decision as to whether the Company will seek stockholder approval of the initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under New York Stock Exchange rules. If the Company seeks stockholder approval, it will complete its initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes. Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the initial 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 no 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 the Company’s taxes (less $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s directors, director nominees and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below in Note 5 , Related Party Transactions Separate trading of Class A common shares and Public Warrants On March 18, 2021, the Company announced that, commencing March 22, 2021, the holders of the Company’s Units may elect to separately trade the Class A common stock and Public Warrants comprising the Units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “MIT.U,” and each of the shares of Class A common stock and Public Warrants that are separated will trade on the New York Stock Exchange under the symbols “MIT” and “MIT.W,” respectively. |
Summary of Significant Accounting Policies |
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Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and should be read in conjunction with the Company’s financial statements, summary of significant accounting policies and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”). Accordingly, certain disclosures required by GAAP and normally included in Annual Reports on Form 10-K have been condensed or omitted from this report; however, except as disclosed herein, there has been no material change in the information disclosed in the notes to condensed financial statements included in the Company’s 2020 Form 10-K. It is the opinion of management that all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of interim financial information, have been included. The Company has no items of other comprehensive income or loss; therefore, its net income or loss is identical to its comprehensive income or loss. Operating results for the periods presented are not necessarily indicative of expected results for the full year or for any future interim periods. Use of Estimates In the course of preparing the condensed financial statements, management makes various assumptions, judgments and estimates to determine the reported amounts of assets, liabilities, income and expenses, and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events. Although management believes these estimates are reasonable, actual results could differ from these estimates. Estimates made in preparing these condensed financial statements include, among other things, (1) the measurement of derivative warrant liabilities, (2) the measurement of the derivative forward purchase agreement and (3) accrued expenses. Changes in these estimates and assumptions could have a significant impact on results in future periods. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. Cash held in Trust Account At June 30, 2021, the Company had $500.0 million in cash held in the Trust Account that were held in U.S. Treasury Bills. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Certain financial assets and liabilities, such as the derivative warrant liability, are measured at fair value on a recurring basis. Nonfinancial assets and liabilities, if any, are recognized at fair value on a nonrecurring basis. The Company categorizes the inputs to the fair value of its financial assets and liabilities using a three-tier fair value hierarchy, established by the FASB, that prioritizes the significant inputs used in measuring fair value. These levels are: Level 1—inputs are based on unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Examples of Level 1 inputs include financial instruments such as exchange-traded derivatives, listed securities and U.S. government treasury securities. Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g., the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies. Examples of Level 2 inputs include nonexchange-traded derivatives such as over-the-counter Level 3—inputs that are generally unobservable from objective sources and typically reflect management’s estimates and assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash held in Trust Account. The Company’s Trust Account is maintained with a high-quality financial institution, with the compositions and maturities of the Trust Account’s investments are regularly monitored by management. Derivative warrant liabilities and forward purchase agreement The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The Company evaluated the Public Warrants, the Private Placement Warrants, and the FPA (which are discussed in Note 3 , Note 4 and Note 5 ) in accordance with ASC 815-40 and concluded that each contained provisions related to certain tender or exchange offers which precludes them from being accounted for as a component of equity. As the Warrants and FPA meet the definition of a derivative as contemplated in ASC 815, the Warrants and FPA were measured at fair value at inception (on the date of the IPO) and recorded as assets or liabilities on the condensed balance sheets. The Warrants and FPA are subject to remeasurement at each reporting date until exercised in accordance with ASC 820, Fair Value Measurement 3 , Fair Value Measurements, Allocation of Issuance costs The Company accounts for the allocation of its issuance costs to its Warrants using the guidance in ASC 470-20, applied by analogy. Under this guidance, if debt or stock is issued with detachable warrants, the proceeds need to be allocated to the two instruments using either the fair value method, the relative fair value method, or the residual value method. The guidance also requires companies to use a consistent approach in allocating issuance costs between the instruments. Accordingly, the Company allocated its issuance costs of $27,903,259—consisting of $10,000,000 of underwriting fees, $17,500,000 of deferred underwriting commissions, and $403,259 of other offering costs—to the issuance of its Class A shares and Warrants in the amount of $26,581,907 and $1,321,352, respectively. Issuance costs attributed to the Warrants were expensed to the condensed statements of operations. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, 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, at June 30, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Recently issued accounting standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The new standard is effective for the Company on January 1, 2024, although early adoption is permitted. The ASU allows the use of the modified retrospective method or the fully retrospective method. The Company is still in the process of evaluating the impact of this new standard; however, the Company does not believe the initial impact of adopting the standard will result in any changes to the Company’s statements of financial position, operations or cash flows. |
Fair Value Measurements |
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Fair Value Measurements | NOTE 3 — FAIR VALUE MEASUREMENTS Financial Assets and Liabilities Measured on a Recurring Basis Certain assets and liabilities are reported at fair value on a recurring basis. These assets and liabilities include the investments held in Trust Account, and derivative warrant liabilities. The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and where they are classified within the fair value hierarchy at June 30, 2021. The Company did not have any assets or liabilities that were measured at fair value on a recurring basis at December 31, 2020.
Investments held in Trust Account . Derivative warrant liabilities . 815-40 and are presented within derivative warrant liabilities on the condensed balance sheets. The derivative warrant liabilities were measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. Initial Measurement The estimated fair value of the Public Warrants and the Private Warrants on February 2, 2021 was estimated using a Binomial Lattice and modified Black-Scholes valuation model, respectively. At their initial measurement, the Warrants were classified as Level 3 inputs due to the use of unobservable inputs. The following table presents information and assumptions used to determine the estimated fair values of the Warrants at the initial measurement date, February 2, 2021, using the pricing models:
Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of June 30, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker MIT.W. The fair value of the Private Warrants continues to be estimated using a modified Black-Scholes valuation model and is classified as Level 3 due to the use of unobservable inputs. The following table presents information and assumptions used in the modified Black-Scholes valuation model to determine the estimated fair value of the Private Placement Warrants as of June 30, 2021:
The following contains additional information regarding the inputs used in the pricing models:
The change in fair value of the derivative warrant liabilities through June 30, 2021 is as follows:
Derivative forward purchase agreement . 815-40 and is presented as a derivative forward purchase agreement asset or liability on the condensed balance sheets. The FPA was measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of forward purchase agreement in the condensed statements of operations. The FPA was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $80.0 million, pursuant to the FPA, is discounted to present value and compared to the fair value of the common stock and warrants to be issued pursuant to the FPA. The fair value of the common stock and warrants to be issued under the FPA were based on the public trading price of the Units issued in the IPO. The excess (liability) or deficit (asset) of the fair value of the common stock and warrants to be issued compared to the $80.0 million fixed commitment is then reduced to account for the probability of consummation of the Business Combination. The primary unobservable input utilized in determining the fair value of the FPA is the probability of consummation of the Business Combination. As of June 30, 2021, the probability assigned to the consummation of the Business Combination was 90%, which was determined based on observed success rates of business combinations for special purpose acquisition companies. The change in fair value of the derivative forward purchase agreement through June 30, 2021 is as follows:
Fair Value of Other Financial Instruments The carrying value of cash, accounts payable and accrued expenses are considered to be representative of their respective fair values due to the nature of and short-term maturities of those instruments. |
Stockholders' Equity |
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Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||
Stockholders' Equity | NOTE 4 — STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock There was no Class A Common Stock outstanding as of December 31, 2020. If the Company enters into an initial Business Combination, it may (depending on the terms of such an initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the initial Business Combination to the extent the Company seeks stockholder approval in connection with the initial Business Combination. In addition, 45,696,251 shares of Class A common stock are redeemable upon the consummation of the Company’s initial Business Combination, subject to limitation described in Note 1 , In addition, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will cease all operations except for the purpose of winding up and redeem the shares of Class A common stock at a Description of Organization and Business Operations .per-share price equal to the aggregate amount then on deposit in the Trust Account, divided by the number of then outstanding Public Shares (see Note 1, Description of Organization and Business Operations Class B Common Stock over-allotment option was not exercised. These amounts have been retroactively adjusted to reflect the January 28, 2021 stock dividend of 0.125 shares, described in Note 5 , Related Party Transactions Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law. The Sponsor, the Company’s officers and directors entered into a letter agreement with the Company, pursuant to which they agreed (i) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s certificate of incorporation and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to their Public Shares if the Company fails to complete the initial Business Combination within such time period. Warrants The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. 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 and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public Warrants (except with respect to the Private Placement Warrants):
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Related Party Transactions |
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Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On September 15, 2020, the Sponsor purchased 11,500,000 shares of Class B common stock (the “Founder Shares”) for an aggregate price of $25,000, or approximately $0.002 per share. The Sponsor has agreed to forfeit up to 1,500,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On January 28, 2021, the Company effected a stock dividend of 0.125 shares of Class B common stock, resulting in the Sponsor holding an aggregate of 12,937,500 Founder Shares (up to 1,687,500 Founder Shares of which are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised), representing an adjusted purchase price of approximately $0.002 per share. The financial statement has been retroactively restated to reflect the stock dividend. On January 29, 2021, the Sponsor forfeited 437,500 Founder Shares as a result of the underwriters’ election to partially exercise their over- allotment option. The Founder Shares are identical to the Class A common stock included in the Units being sold in the IPO except that the Founder Shares automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination, on a one-for-one The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement As described in Note 1, Description of Organization and Business Operations The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants are not transferrable, assignable or salable until 30 days after the completion of the initial Business Combination. Forward Purchase Agreement As described in Note 1, Description of Organization and Business Operations one-third of one warrant to purchase one share of Class A common stock for $10.00 per unit, or an aggregate amount of up to $80,000,000, in a private placement that will close concurrently with the closing of the initial Business Combination. In addition, the Sponsor’s commitment under the FPA will be subject to approval, prior to entering into a definitive agreement for the initial Business Combination, of Mason Capital Management LLC, an affiliate of the managing member of the Sponsor. The proceeds from the sale of the FPA Units, together with the amounts available to the Company from the Trust Account (after giving effect to any redemptions of Public Shares) and any other equity or debt financing obtained by the Company in connection with the initial Business Combination, will be used to satisfy the cash requirements of the initial Business Combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes. To the extent that the amounts available from the Trust Account and other financing are sufficient for such cash requirements, the Sponsor may purchase less than 8,000,000 FPA Units. In addition, the Sponsor’s commitment under the FPA will be subject to approval, prior to entering into a definitive agreement for the initial Business Combination, of Mason Capital Management LLC, an affiliate of the managing member of the Sponsor. The FPA Shares will be identical to the shares of Class A common stock included in the units being sold in this offering, except that they will be subject to transfer restrictions and registration rights. The FPA Warrants will have the same terms as the Private Placement Warrants so long as they are held by the Sponsor or its permitted assignees and transferees. Consulting Agreement On May 1, 2021, Mason Capital Management LLC, an affiliate of the managing member of the Sponsor, entered into a two-year (the “Initial Term”) consulting agreement with Philip Whitehead, the Vice Chairman of t he Company’s Board of Directors, pursuant to which Mason Capital Management LLC agreed to pay Mr. Whitehead a consulting fee of $250,000 per year in exchange for his consulting services to assist Mason Capital Management LLC in evaluating investment opportunities. Related Party Loan The Company’s Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This Note was non-interest bearing and payable on the earlier of June 30, 2021 or the completion of the IPO. The outstanding balance under the Note of $300,000 was repaid in full on February 16, 2021. In order to fund working capital deficiencies or finance transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1.5 million of the Working Capital Loans may be convertible into warrants, at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. To date, the Company has had no Working Capital Loans outstanding. |
Income Taxes |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 6 — INCOME TAXES The Company’s provision for income taxes for the three and six months ended June 30, 2021 is based on the estimated annual effective tax rate, in addition to discrete items. As of June 30, 2021 and December 31, 2020, the Company has provided a valuation allowance against its net deferred tax assets that it believes, based on the weight of available evidence, are not more likely than not to be realized. Therefore, no material current tax liability or expense has been recorded in the condensed financial statements. |
Net Income (Loss) Per Common Share |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income (Loss) Per Common Share | NOTE 7 — NET INCOME (LOSS) PER COMMON SHARE The Company applies the two-class method in calculating earnings per share. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of warrants sold in the IPO and Private Placement since their inclusion would be anti-dilutive under the two-class method. As a result, diluted earnings per share is the same as basic earnings per share for the period presented. The Warrants are exercisable to purchase 25,480,001 shares of Class A common stock. The Company’s statement s of operations includes a presentation of income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for redeemable Class A common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable franchise and income taxes, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net income (loss) per common share, basic and diluted, for non-redeemable Class A and Class B common stock is calculated by dividing the net income (loss), adjusted for income or loss attributable to redeemable Class A common stock, by the weighted average number of non-redeemable Class A and Class B common stock outstanding for the period. Class B common stock includes the Founder Shares, defined below, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Reconciliation of 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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Commitments and Contingencies |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 — COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement, dated January 28, 2021, 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 or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities will be entitled to make up to three 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 the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the IPO, or $10.0 million, with an additional fee (the “Deferred Discount”) of 3.5% of the gross offering proceeds payable upon the Company’s completion of an initial Business Combination. This Deferred Discount of $17.5 million has been recorded as Deferred Underwriting Commissions in the balance sheet as of June 30, 2021. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. |
Subsequent Events |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Summary of Significant Accounting Policies (Policies) |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and should be read in conjunction with the Company’s financial statements, summary of significant accounting policies and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”). Accordingly, certain disclosures required by GAAP and normally included in Annual Reports on Form 10-K have been condensed or omitted from this report; however, except as disclosed herein, there has been no material change in the information disclosed in the notes to condensed financial statements included in the Company’s 2020 Form 10-K. It is the opinion of management that all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of interim financial information, have been included. The Company has no items of other comprehensive income or loss; therefore, its net income or loss is identical to its comprehensive income or loss. Operating results for the periods presented are not necessarily indicative of expected results for the full year or for any future interim periods. |
Use of Estimates | Use of Estimates In the course of preparing the condensed financial statements, management makes various assumptions, judgments and estimates to determine the reported amounts of assets, liabilities, income and expenses, and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events. Although management believes these estimates are reasonable, actual results could differ from these estimates. Estimates made in preparing these condensed financial statements include, among other things, (1) the measurement of derivative warrant liabilities, (2) the measurement of the derivative forward purchase agreement and (3) accrued expenses. Changes in these estimates and assumptions could have a significant impact on results in future periods. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. |
Cash held in Trust Account | Cash held in Trust Account At June 30, 2021, the Company had $500.0 million in cash held in the Trust Account that were held in U.S. Treasury Bills. |
Fair Value Measurements | Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Certain financial assets and liabilities, such as the derivative warrant liability, are measured at fair value on a recurring basis. Nonfinancial assets and liabilities, if any, are recognized at fair value on a nonrecurring basis. The Company categorizes the inputs to the fair value of its financial assets and liabilities using a three-tier fair value hierarchy, established by the FASB, that prioritizes the significant inputs used in measuring fair value. These levels are: Level 1—inputs are based on unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Examples of Level 1 inputs include financial instruments such as exchange-traded derivatives, listed securities and U.S. government treasury securities. Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g., the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies. Examples of Level 2 inputs include nonexchange-traded derivatives such as over-the-counter Level 3—inputs that are generally unobservable from objective sources and typically reflect management’s estimates and assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash held in Trust Account. The Company’s Trust Account is maintained with a high-quality financial institution, with the compositions and maturities of the Trust Account’s investments are regularly monitored by management. |
Derivative warrant liabilities and forward purchase agreement | Derivative warrant liabilities and forward purchase agreement The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The Company evaluated the Public Warrants, the Private Placement Warrants, and the FPA (which are discussed in Note 3 , Note 4 and Note 5 ) in accordance with ASC 815-40 and concluded that each contained provisions related to certain tender or exchange offers which precludes them from being accounted for as a component of equity. As the Warrants and FPA meet the definition of a derivative as contemplated in ASC 815, the Warrants and FPA were measured at fair value at inception (on the date of the IPO) and recorded as assets or liabilities on the condensed balance sheets. The Warrants and FPA are subject to remeasurement at each reporting date until exercised in accordance with ASC 820,
Fair Value Measurement 3 , Fair Value Measurements, |
Allocation of Issuance costs | Allocation of Issuance costs The Company accounts for the allocation of its issuance costs to its Warrants using the guidance in ASC
470-20, applied by analogy. Under this guidance, if debt or stock is issued with detachable warrants, the proceeds need to be allocated to the two instruments using either the fair value method, the relative fair value method, or the residual value method. The guidance also requires companies to use a consistent approach in allocating issuance costs between the instruments. Accordingly, the Company allocated its issuance costs of $27,903,259—consisting of $10,000,000 of underwriting fees, $17,500,000 of deferred underwriting commissions, and $403,259 of other offering costs—to the issuance of its Class A shares and Warrants in the amount of $26,581,907 and $1,321,352, respectively. Issuance costs attributed to the Warrants were expensed to the condensed statements of operations. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, 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, at June 30, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. |
Recently issued accounting standards | Recently issued accounting standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The new standard is effective for the Company on January 1, 2024, although early adoption is permitted. The ASU allows the use of the modified retrospective method or the fully retrospective method. The Company is still in the process of evaluating the impact of this new standard; however, the Company does not believe the initial impact of adopting the standard will result in any changes to the Company’s statements of financial position, operations or cash flows. |
Fair Value Measurements (Tables) |
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Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of the company's financial assets that are measured at fair value on a recurring basis | The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and where they are classified within the fair value hierarchy at June 30, 2021. The Company did not have any assets or liabilities that were measured at fair value on a recurring basis at December 31, 2020.
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Summary of the table presents information and assumptions used to determine the estimated fair values using the pricing models | The following table presents information and assumptions used to determine the estimated fair values of the Warrants at the initial measurement date, February 2, 2021, using the pricing models:
The following table presents information and assumptions used in the modified
Black-Scholes valuation model to determine the estimated fair value of the Private Placement Warrants as of June 30, 2021:
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Summary of change in the fair value of the derivative warrant liabilities | The change in fair value of the derivative warrant liabilities through June 30, 2021 is as follows:
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Summary of change in fair value of the FPA Units liability | The change in fair value of the derivative forward purchase agreement through June 30, 2021 is as follows:
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Net Income (Loss) Per Common Share (Tables) |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of basic and diluted net income (loss) per ordinary share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
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Fair Value Measurements - Summary of the Company's Financial Assets That Are Measured at Fair Value On A Recurring Basis (Detail) - USD ($) |
Jun. 30, 2021 |
Mar. 31, 2021 |
Dec. 31, 2020 |
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Liabilities: | |||||||||||
Derivative warrant liabilities | $ 23,020,134 | $ 17,815,067 | |||||||||
Public Warrants [Member] | |||||||||||
Liabilities: | |||||||||||
Derivative warrant liabilities | 15,000,000 | 10,500,000 | |||||||||
Fair value of Private Placement Warrants [Member] | |||||||||||
Liabilities: | |||||||||||
Derivative warrant liabilities | 8,020,134 | $ 7,315,067 | |||||||||
Fair Value, Recurring [Member] | Level 1 [Member] | |||||||||||
Assets: | |||||||||||
Investments held in Trust Account | [1] | 500,012,358 | |||||||||
Fair Value, Recurring [Member] | Level 1 [Member] | Public Warrants [Member] | |||||||||||
Liabilities: | |||||||||||
Derivative warrant liabilities | [2] | 15,000,000 | |||||||||
Fair Value, Recurring [Member] | Level 3 [Member] | Fair value of Private Placement Warrants [Member] | |||||||||||
Liabilities: | |||||||||||
Derivative warrant liabilities | [3] | 8,020,134 | |||||||||
Fair Value, Recurring [Member] | Level 3 [Member] | Derivative Forward Purchase Agreement [Member] | |||||||||||
Assets: | |||||||||||
Derivative forward purchase agreement | [4] | $ 292,812 | |||||||||
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Fair Value Measurements - Additional Information (Detail) $ in Millions |
6 Months Ended |
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Jun. 30, 2021
USD ($)
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Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |
Fair value, investments, entities that calculate net asset value per share, unfunded commitments | $ 80.0 |
Fair value, net derivative asset (liability) period increase (dcrease) | $ 80.0 |
Percentage of probability on initial business Combination | 90.00% |
Fair Value Measurements - Summary of Change in Fair Value of the FPA Units Liability (Detail) - USD ($) |
3 Months Ended | |
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Jun. 30, 2021 |
Mar. 31, 2021 |
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Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||
Derivative forward purchase agreement at December 31, 2020 | $ 34,717 | |
Executed forward purchase agreement in connection with IPO | (327,414) | |
Change in fair value of the derivative forward purchase agreement | 258,095 | 362,131 |
Derivative forward purchase agreement at June 30, 2021 | $ 292,812 | $ 34,717 |
Stockholders' Equity - Additional Information (Detail) - $ / shares |
6 Months Ended | 12 Months Ended | ||
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Jan. 28, 2021 |
Jun. 30, 2021 |
Dec. 31, 2021 |
Dec. 31, 2020 |
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Class of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Fair Value of Private Placement Warrants [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrants redemption price per unit | $ 0.01 | |||
Number of days of notice to be given for the redemption of warrants | 30 days | |||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 400,000,000 | 400,000,000 | ||
Common stock, conversion basis | one vote for each share | |||
Common stock, shares issued | 4,303,749 | 0 | ||
Common stock, shares outstanding | 4,303,749 | 0 | ||
Common stock shares subject to possible redemption | 45,696,251 | 0 | ||
Common Class A [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | ||||
Class of Stock [Line Items] | ||||
Share Price | $ 18.00 | |||
Common Class A [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | Maximum [Member] | ||||
Class of Stock [Line Items] | ||||
Number of trading days for determining the share price | 30 days | |||
Common Class A [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | Minimum [Member] | ||||
Class of Stock [Line Items] | ||||
Number of consecutive trading days for determining the share price | 20 days | |||
Common Class A [Member] | IPO [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares issued | 4,303,749 | |||
Common Class A [Member] | Public Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrant or right, threshold period for exercise from date of closing public offering | 15 days | |||
Common Class A [Member] | Public Warrants [Member] | IPO [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrant or right redemption threshold consecutive trading days | trading days | 30 days | |||
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | |||
Common Class A [Member] | Fair Value of Private Placement Warrants [Member] | IPO [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrant or right redemption threshold consecutive trading days | trading days | 30 days | |||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||
Common stock, shares issued | 12,500,000 | 12,937,500 | ||
Common stock, shares outstanding | 12,500,000 | 12,937,500 | ||
Shares issued, shares, share-based payment arrangement, forfeited | 1,687,500 | |||
Common stock, dividends, per share, declared | $ 0.125 | |||
Common Class B [Member] | IPO [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares issued | 12,937,500 |
Related Party Transactions - Additional Information (Detail) - USD ($) |
2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
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May 01, 2021 |
Jan. 29, 2021 |
Jan. 28, 2021 |
Sep. 15, 2020 |
Mar. 31, 2021 |
Mar. 31, 2021 |
Jun. 30, 2021 |
Dec. 31, 2021 |
Feb. 02, 2021 |
Dec. 31, 2020 |
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Related Party Transaction [Line Items] | ||||||||||
Stock issued during period, value, new issues | $ 449,918,092 | |||||||||
Exercise price of warrants or rights | $ 0.01 | |||||||||
Sponsor [Member] | Related Party Loan [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt face amount | $ 300,000 | |||||||||
Debt instrument, maturity date | Jun. 30, 2021 | |||||||||
Repayments of debt | $ 300,000 | |||||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt conversion price per share | $ 1.50 | |||||||||
Sponsor [Member] | Maximum [Member] | Working Capital Loans [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt face amount | $ 1,500,000 | |||||||||
Consulting fee [Member] | Mason Capital Management LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Consulting agreement fee | $ 250,000 | |||||||||
Consulting agreement, Initial term | two-year | |||||||||
Founder Shares [Member] | Share Price Equal Or Exceeds Tweleve Rupees Per Dollar [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share price | $ 12.00 | |||||||||
Common stock, transfers, restriction on number of days from the date of business combination | 180 days | |||||||||
Founder Shares [Member] | Share Price Equal Or Exceeds Tweleve Rupees Per Dollar [Member] | Maximum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, transfers, threshold trading days | 30 days | |||||||||
Founder Shares [Member] | Share Price Equal Or Exceeds Tweleve Rupees Per Dollar [Member] | Minimum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, transfers, threshold trading days | 20 days | |||||||||
Forward Purchase Units [Member] | Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 8,000,000 | |||||||||
Stock issued during period, value, new issues | $ 80,000,000 | |||||||||
Shares issued, price per share | $ 10.00 | |||||||||
Number of shares issued in transaction | 1 | |||||||||
Stockholders' equity note, stock split | one-third of one warrant to purchase one share | |||||||||
Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of stock, price per share | $ 10.00 | |||||||||
Over-Allotment Option [Member] | Founder Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued, shares, share-based payment arrangement, forfeited | 437,500 | |||||||||
Over-Allotment Option [Member] | Founder Shares [Member] | Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 12,937,500 | |||||||||
Common stock shares subject to possible redemption | 1,687,500 | |||||||||
Sale of stock, price per share | $ 0.002 | |||||||||
IPO [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 45,000,000 | |||||||||
Fair Value of Private Placement Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of warrants or rights, transfers, restriction on number of days from the date of business combination | 30 days | |||||||||
Common Class A [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 50,000,000 | |||||||||
Stock issued during period, value, new issues | $ 5,000 | |||||||||
Common stock shares subject to possible redemption | 45,696,251 | 0 | ||||||||
Common Class A [Member] | IPO [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Exercise price of warrants or rights | $ 11.50 | |||||||||
Class of warrant or right, number of securities called by warrants or rights | 1 | |||||||||
Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued, shares, share-based payment arrangement, forfeited | 1,687,500 | |||||||||
Common stock, dividends, per share, declared | $ 0.125 | |||||||||
Common Class B [Member] | Founder Shares [Member] | Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 11,500,000 | |||||||||
Stock issued during period, value, new issues | $ 25,000 | |||||||||
Shares issued, shares, share-based payment arrangement, forfeited | 1,500,000 | |||||||||
Shares issued, price per share | $ 0.002 |
Income Taxes - Additional Information (Detail) - USD ($) |
3 Months Ended | 6 Months Ended |
---|---|---|
Jun. 30, 2021 |
Jun. 30, 2021 |
|
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) | $ 0 |
Net Income (Loss) Per Common Share - Additional Information (Detail) |
6 Months Ended |
---|---|
Jun. 30, 2021
shares
| |
Common Class A [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, amount | 25,480,001 |
Net Income (Loss) Per Common Share - Summary of Basic and Diluted Net Income (loss) Per Ordinary Share (Detail) - USD ($) |
3 Months Ended | 6 Months Ended | |
---|---|---|---|
Jun. 30, 2021 |
Mar. 31, 2021 |
Jun. 30, 2021 |
|
Numerator: | |||
Interest income earned on Trust Account | $ 7,599 | $ 12,358 | |
Net income (loss) attributable to common stock | (5,293,113) | $ 17,723,284 | 12,430,171 |
Redeemable Class A Common Stock | |||
Numerator: | |||
Interest income earned on Trust Account | 7,024 | 11,246 | |
Less: Applicable franchise and income taxes | (7,024) | (11,246) | |
Net income (loss) attributable to common stock | $ 0 | $ 0 | |
Basic and diluted weighted average shares outstanding | 46,219,745 | 45,501,726 | |
Basic and diluted net income (loss) per share | $ 0.00 | $ 0.00 | |
Non Redeemable Common Stock Class A and Class B [Member] | |||
Numerator: | |||
Net income (loss) | $ (5,293,113) | $ 12,430,171 | |
Less: Net income allocable to Redeemable Class A common stock | |||
Net income (loss) attributable to common stock | $ (5,293,113) | $ 12,430,171 | |
Basic and diluted weighted average shares outstanding | 16,280,255 | 16,277,197 | |
Basic and diluted net income (loss) per share | $ (0.33) | $ 0.76 |
Commitments and Contingencies - Additional Information (Detail) $ in Millions |
6 Months Ended |
---|---|
Jun. 30, 2021
USD ($)
| |
Commitments and Contingencies Disclosure [Abstract] | |
Under writing discount percentage | 2.00% |
Proceeds from issuance deferred discount | $ 10.0 |
Percentage of gross offering proceeds payable upon after completion of an initial business combination | 3.50% |
Deferred underwriting commissions | $ 17.5 |
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