|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
|
|
|
||
|
|
|
||
|
|
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
|
☒
|
Smaller reporting company
|
|
|
Emerging growth company
|
|
Page
|
|
Part I. Interim Financial Information
|
|
Item 1. Interim Financial Statements
|
|
1
|
|
2
|
|
3
|
|
4
|
|
5
|
|
16
|
|
18
|
|
18
|
|
Part II. Other Information
|
|
19
|
|
19
|
|
19
|
|
19
|
|
19
|
|
19
|
|
19
|
|
20
|
June 30,
2021
|
December 31,
2020
|
|||||||
(Unaudited)
|
|
|||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
|
$
|
|
||||
Prepaid expenses
|
|
|||||||
Total Current Assets
|
|
|
||||||
Deferred offering costs
|
|
|
||||||
Investments held in Trust Account
|
|
|
||||||
TOTAL ASSETS
|
$
|
|
$
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
|
$
|
|
||||
Accrued offering costs
|
|
|
||||||
Total Current Liabilities
|
|
|
||||||
Warrant Liabilities
|
|
|
||||||
Forward Purchase Agreement Liabilities
|
|
|
||||||
Deferred underwriting fee payable
|
|
|
||||||
Total Liabilities
|
|
|
||||||
Commitments and Contingencies
|
||||||||
Class A common stock subject to possible redemption
|
|
|
||||||
Stockholders’ Equity (Deficit)
|
||||||||
Preferred stock, $
|
|
|
||||||
Class A common stock, $
|
|
|
||||||
Class B common stock, $
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total Stockholders’ Equity (Deficit)
|
(
|
)
|
|
|||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
$
|
|
$
|
|
Three Months
Ended June 30,
2021
|
Six Months
Ended June 30,
2021
|
|||||||
Operating and formation
costs
|
$
|
|
$ | |||||
Loss from operations
|
(
|
)
|
( |
) | ||||
Other income (expense):
|
||||||||
Change in fair value of warrant liabilities
|
|
|||||||
Change in fair value of FPA liabilities
|
|
|||||||
Initial classification of FPA liabilities
|
|
( |
) | |||||
Transaction costs allocated to warrant liabilities
|
|
( |
) | |||||
Interest earned on
investments held Trust Account
|
|
|||||||
Total other income
(expenses), net
|
|
( |
) | |||||
|
||||||||
Net income (loss)
|
$
|
|
$ | ( |
) | |||
Weighted average shares outstanding, Class A redeemable common stock
|
|
|||||||
Basic and diluted net income per share, Class A redeemable common stock
|
$
|
|
$ | |
||||
Weighted average shares outstanding, Class B non-redeemable common stock
|
|
|||||||
Basic and diluted net income (loss) per share, Class B non-redeemable common stock
|
$
|
|
$ | ( |
) |
Class A
Common Stock
|
Class B
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
||||||||||||||||||||||||
Shares |
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Equity (Deficit)
|
||||||||||||||||||||||
Balance — January 1, 2021
|
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
Sale of
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Cash paid in excess of fair value of Private Placement Warrants
|
—
|
|
—
|
|
|
|
|
|||||||||||||||||||||
Class A common stock subject to possible redemption
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||
Net loss
|
—
|
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Balance — March 31, 2021 (unaudited)
|
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
Change in value of Class A common stock subject to possible redemption
|
( |
) | ( |
) | ||||||||||||||||||||||||
Net Income |
— | — | ||||||||||||||||||||||||||
Balance – June 30, 2021 (unaudited)
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Cash Flows from Operating Activities:
|
||||
Net loss
|
$
|
(
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Interest earned on marketable securities held in Trust Account
|
(
|
)
|
||
Change in fair value of warrant liabilities
|
(
|
)
|
||
Change in fair value of FPA liabilities
|
(
|
)
|
||
Initial classification of FPA liabilities
|
|
|||
Transaction costs allocated to warrant liabilities
|
|
|||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(
|
)
|
||
Accounts payable and accrued expenses
|
|
|||
Net cash used in operating activities
|
(
|
)
|
||
Cash Flows from Investing Activities:
|
||||
Investment of cash in Trust Account
|
(
|
)
|
||
Net cash used in investing activities
|
(
|
)
|
||
Cash Flows from Financing Activities:
|
||||
Proceeds from sale of Units, net of underwriting discounts paid
|
|
|||
Proceeds from sale of Private Placements Warrants
|
|
|||
Proceeds from promissory note – related party
|
|
|||
Repayment of promissory note – related party
|
(
|
)
|
||
Payment of offering costs
|
(
|
)
|
||
Net cash provided by financing activities
|
|
|||
Net Change in Cash
|
|
|||
Cash – Beginning of period
|
|
|||
Cash – End of period
|
$
|
|
||
Non-Cash investing and financing activities:
|
||||
Offering costs included in accrued offering costs
|
$
|
|
||
Initial classification of Class A common stock subject to possible redemption
|
$
|
|
||
Remeasurement of Class A common stock subject to possible redemption
|
$
|
|
||
Deferred underwriting fee payable
|
$
|
|
Three Months
Ended
June 30,
|
Six Months
Ended
June 30,
|
|||||||
2021
|
2021 | |||||||
Redeemable Class A Common Stock
|
||||||||
Numerator: Earnings allocable to Redeemable Class A Common Stock
|
||||||||
Interest Income
|
$
|
|
$ | |||||
Less: income available to pay franchise and income taxes
|
(
|
)
|
( |
) | ||||
Net Earnings
|
$
|
|
$ | |||||
Denominator: Weighted Average Redeemable Class A Common Stock
|
||||||||
Redeemable Class A Common Stock, Basic and Diluted
|
|
|||||||
Earnings/Basic and Diluted Redeemable Class A Common Stock
|
$
|
|
$ | |||||
Non-Redeemable Class B Common Stock
|
||||||||
Numerator: Net Loss minus Redeemable Net Earnings
|
||||||||
Net Income (loss)
|
$
|
|
$ | ( |
) | |||
Less: Redeemable Net Earnings
|
||||||||
Non-Redeemable Net Income (Loss)
|
$
|
|
$ | ( |
) | |||
Denominator: Weighted Average Non-Redeemable Class B Common Stock
|
||||||||
Non-Redeemable Class B Common Stock, Basic and Diluted (1)
|
|
|||||||
Income (Loss)/Basic and Diluted Non-Redeemable Class A and B Common Stock
|
$
|
|
$ |
( |
) |
|
(1)
|
|
• |
Level 1, defined as observable inputs such as quoted prices
(unadjusted) for identical instruments in active markets;
|
• |
Level 2, defined as inputs other than quoted prices in active markets
that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
• |
Level 3, defined as unobservable inputs in which little or no market
data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
• |
in whole and not in part;
|
• |
at a price of $
|
• |
upon not less than
|
• |
if, and only if, the last reported
sale price of the Class A common stock equals or exceeds $
|
• |
in whole and not in part;
|
• |
at $
|
• |
if, and only if, the last reported
sale price of the Class A common stock equals or exceeds $
|
• |
if the last reported sale price of
the Class A common stock for any
|
Held-To-Maturity
|
Level
|
Amortized
Cost
|
Gross
Holding
Gain
|
Fair
Value
|
||||||||||||
June 30, 2021
|
U.S. Treasury Securities (Mature on
|
1
|
$
|
|
$
|
|
$
|
|
Description
|
Level
|
June 30,
2021
|
|||||
Liabilities:
|
|||||||
Warrant Liability – Public Warrants
|
1
|
$
|
|
||||
Warrant Liability – Private Placement Warrants
|
2
|
$
|
|
||||
FPA Liability
|
3
|
$
|
|
Input
|
June 30, 2021
|
|||
Risk-free interest rate - FPA | % |
|||
Remaining term
- FPA |
||||
Expected volatility
|
|
%
|
||
Exercise price
|
$
|
|
||
Stock Price
|
$
|
|
Private
Placement
|
Public
|
FPA
|
||||||||||
Fair value as of January 1, 2021
|
$
|
|
$
|
|
$
|
|
||||||
Initial measurement on March 23, 2021 (Initial
Public Offering)
|
|
|
|
|||||||||
Transfers to Level 1
|
( |
|||||||||||
Transfers to Level 2
|
( |
|
||||||||||
Change in fair value
|
(
|
(
|
(
|
)
|
||||||||
Fair value as of June 30, 2021
|
$
|
|
$
|
|
$
|
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Item 3. |
Quantitative and Qualitative Disclosures Regarding Market Risk
|
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
|
No.
|
Description of Exhibit
|
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
101.INS*
|
XBRL Instance Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* |
Filed herewith.
|
** |
Furnished herewith.
|
LONGVIEW ACQUISITION CORP. II
|
||
Date: August 16, 2021
|
By:
|
/s/ John Rodin
|
Name:
|
John Rodin
|
|
Title:
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
||
Date: August 16, 2021
|
By:
|
/s/ Mark Horowitz
|
Name:
|
Mark Horowitz
|
|
Title:
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
1. |
I have reviewed this quarterly report on Form 10-Q of Longview Acquisition Corp. II;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(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) |
(Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a);
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ John Rodin
|
|
John Rodin
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1. |
I have reviewed this quarterly report on Form 10-Q of Longview Acquisition Corp. II;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(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) |
(Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a);
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Mark Horowitz
|
|
Mark Horowitz
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ John Rodin
|
|
John Rodin
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Mark Horowitz
|
|
Mark Horowitz
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) |
Common Stock [Member]
Class A [Member]
|
Common Stock [Member]
Class B [Member]
|
Additional Paid-in Capital [Member] |
Accumulated Deficit [Member] |
Total |
---|---|---|---|---|---|
Beginning balance at Dec. 31, 2020 | $ 0 | $ 1,725 | $ 23,275 | $ (1,519) | $ 23,481 |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 17,250,000 | |||
Increase (Decrease) in Shareholders' Equity (Deficit) [Roll Forward] | |||||
Sale of 69,000,000 Units, net of underwriting discounts, initial value of public warrants and other offering costs | $ 6,900 | $ 0 | 636,245,841 | 0 | 636,252,741 |
Sale of 69,000,000 Units, net of underwriting discounts, initial value of public warrants and other offering costs (in shares) | 69,000,000 | 0 | |||
Cash paid in excess of fair value of Private Placement Warrants | $ 0 | $ 0 | 686,000 | 0 | 686,000 |
Change in value of Class A common stock subject to possible redemption | $ (6,900) | $ 0 | (636,955,116) | (53,032,534) | (689,994,550) |
Change in value of Class A common stock subject to possible redemption (in shares) | (69,000,000) | 0 | |||
Net loss Income | $ 0 | $ 0 | 0 | (11,644,456) | (11,644,456) |
Ending balance at Mar. 31, 2021 | $ 0 | $ 1,725 | 0 | (64,678,509) | (64,676,784) |
Ending balance (in shares) at Mar. 31, 2021 | 0 | 17,250,000 | |||
Beginning balance at Dec. 31, 2020 | $ 0 | $ 1,725 | 23,275 | (1,519) | 23,481 |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 17,250,000 | |||
Increase (Decrease) in Shareholders' Equity (Deficit) [Roll Forward] | |||||
Net loss Income | (8,026,644) | ||||
Ending balance at Jun. 30, 2021 | $ 0 | $ 1,725 | 0 | (61,066,147) | (61,064,422) |
Ending balance (in shares) at Jun. 30, 2021 | 0 | 17,250,000 | |||
Beginning balance at Mar. 31, 2021 | $ 0 | $ 1,725 | 0 | (64,678,509) | (64,676,784) |
Beginning balance (in shares) at Mar. 31, 2021 | 0 | 17,250,000 | |||
Increase (Decrease) in Shareholders' Equity (Deficit) [Roll Forward] | |||||
Change in value of Class A common stock subject to possible redemption | $ 0 | $ 0 | 0 | (5,450) | (5,450) |
Change in value of Class A common stock subject to possible redemption (in shares) | 0 | 0 | |||
Net loss Income | $ 0 | $ 0 | 0 | 3,617,812 | 3,617,812 |
Ending balance at Jun. 30, 2021 | $ 0 | $ 1,725 | $ 0 | $ (61,066,147) | $ (61,064,422) |
Ending balance (in shares) at Jun. 30, 2021 | 0 | 17,250,000 |
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - shares |
3 Months Ended | |
---|---|---|
Mar. 23, 2021 |
Mar. 31, 2021 |
|
Initial Public Offering [Member] | ||
Stockholders' Equity (Deficit) | ||
Units issued (in shares) | 69,000,000 | 69,000,000 |
CONDENSED STATEMENT OF CASH FLOWS |
6 Months Ended |
---|---|
Jun. 30, 2021
USD ($)
| |
Cash Flows from Operating Activities: | |
Net loss | $ (8,026,644) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (32,607) |
Initial classification of FPA liability | 9,902,957 |
Transaction costs allocated to warrant liabilities | 1,001,129 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (528,049) |
Accounts payable and accrued expenses | 330,563 |
Net cash used in operating activities | (1,262,862) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (690,000,000) |
Net cash used in investing activities | (690,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 677,300,000 |
Proceeds from sale of Private Placements Warrants | 14,700,000 |
Proceeds from promissory note - related party | 300,000 |
Repayment of promissory note - related party | (300,000) |
Payment of offering costs | (624,388) |
Net cash provided by financing activities | 691,375,612 |
Net Change in Cash | 112,750 |
Cash - Beginning of period | 24,981 |
Cash - End of period | 137,731 |
Non-Cash Investing and Financing Activities: | |
Offering costs included in accrued offering costs | 17,000 |
Initial classification of Class A common stock subject to possible redemption | 689,260,220 |
Remeasurement of Class A common stock subject to possible redemption | 739,780 |
Deferred underwriting fee payable | 22,225,000 |
Warrants [Member] | |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of derivative liabilities | (864,000) |
FPA [Member] | |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of derivative liabilities | $ (3,046,211) |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS |
NOTE 1. DESCRIPTION OF
ORGANIZATION AND BUSINESS OPERATIONS
Longview
Acquisition Corp. II (the “Company”) is a blank check company that was incorporated in Delaware on October 23, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses (the “Business Combination”).
The
Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with
early stage and emerging growth companies.
As of June 30, 2021,
the Company had not commenced any operations. All activity for the period from October 23, 2020 (inception) through June 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described
below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination, as well as activities in connection with the proposed acquisition of HeartFlow Holding, Inc. (“HeartFlow”) (see Note 10). The Company
will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The
registration statement for the Company’s Initial Public Offering was declared effective on March 18, 2021. On March 23, 2021, the Company consummated the Initial Public Offering of 69,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the
underwriters of their over-allotment option in the amount of 9,000,000 Units, at $10.00 per Unit, generating gross proceeds of $690,000,000,
which is described in Note 3.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,800,000 warrants (the “Private
Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Longview Investors II LLC (the
“Sponsor”), generating gross proceeds of $14,700,000, which is described in Note 4.
Transaction costs amounted to $35,566,388, consisting of $12,700,000 of underwriting fees, $22,225,000 of deferred underwriting fees
and $641,388 of other offering costs.
Following the closing of the Initial Public Offering on March 23, 2021, an amount of $690,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was
placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund, which invests only in direct U.S government treasury obligations, selected by the Company meeting certain
conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination; (ii) the redemption of any Public Shares properly tendered in connection with a stockholder
vote to amend the Company’s Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and
(iii) the distribution of the Trust Account, as described below.
Substantially all of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants are intended to be applied generally toward consummating a Business Combination, and the Company’s management has broad
discretion to identify targets for such a potential Business Combination and over the specific application of the funds held in the Trust Account (as defined below) if and when such funds are properly released from the Trust Account. There is
no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one
or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets
held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the Company’s signing a definitive agreement in
connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an
investment company under the Investment Company Act.
The
Company will provide the holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a
stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the
Company. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00
per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination
with respect to the Company’s warrants.
The Company will only proceed with a
Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a
Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and
the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the
redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is
required by applicable law or stock exchange rules, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules
and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased during or
after the Initial Public Offering in favor of approving a Business Combination and not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection
with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the Initial transaction or do not vote at all.
Notwithstanding the above, if the Company
seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of
such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its
shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company.
The Sponsor has agreed (a) to waive its
redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to
modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business
combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
The Company will have until March 23,
2023, or such later date as a result of a stockholder vote to amend the Amended and Restated Certificate of Incorporation, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination
within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned
on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of
interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating
distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to
the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will
expire worthless if the Company fails to complete a Business Combination within the Combination Period.The Sponsor has agreed to waive its
liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public
Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting
commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account
that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price
per Unit ($10.00).
In order to protect the amounts held in
the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company,
or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the
trust assets, in each case net of the interest which may be withdrawn to pay taxes (less up to $100,000 of interest to pay dissolution
expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering
against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be
responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors,
service providers (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest
or claim of any kind in or to monies held in the Trust Account.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited 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 in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain
information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do
not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all
adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements
should be read in conjunction with the Company’s prospectus for its Initial Public Offering dated March 18, 2021 and its March 31, 2021 Quarterly Report on Form 10-Q dated July 6, 2021. The interim results for the three and six months ended
June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the
Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not
emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not
previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies
from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates
for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements
with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
Use of Estimates
The preparation of the condensed financial statements in conformity with GAAP
requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at
least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could
differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of
three months or less when purchased to be cash equivalents. At June 30, 2021 and December 31, 2020, the Company had $137,731 and $24,981 held in cash, respectively. The Company did not
have any cash equivalents at June 30, 2021 and December 31, 2020.
Investments Held in Trust Account
At June 30, 2021, the majority of the assets held in the Trust Account were held
in US Treasury Securities. At December 31, 2020, there were no assets held in the Trust Account.
Offering Costs
Offering costs consist of legal, accounting, underwriting fees and other costs
incurred through the balance sheets date that are directly related to the Initial Public Offering. Offering costs amounting to $34,565,259
were charged to stockholders’ equity upon the completion of the Initial Public Offering, and $1,001,129 of the offering costs were
related to the warrant liabilities and charged to the 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 Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common
stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary
equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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, the 69,000,000 shares of Class A common stock subject to possible redemption at June 30, 2021
are presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheets. As of December 31, 2020, there were no shares subject to possible redemption.
The Company recognizes changes in redemption value immediately as they occur and
adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional
paid in capital and accumulated deficit.
Warrant and FPA Liabilities
The Company
accounts for the Public Warrants (as defined in Note 3) and Private Placement Warrants (together, with the Public Warrants, the “Warrants”) and Forward Purchase Agreement (“FPA”) (see Note 5) in accordance with the guidance contained in ASC
815-40, under which the Warrants and FPA do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants and FPA as liabilities at their fair value and adjust the Warrants and
FPA to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations.
Income Taxes
The Company follows the asset and liability
method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred
tax assets to the amount expected to be realized. As of June 30, 2021, the Company had a
deferred tax asset of approximately $217,000, which had a full valuation allowance recorded against it. The Company’s deferred tax assets were deemed to be de minimis as of December 31, 2020.
The Company’s current taxable income primarily consists of interest earned on
the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three and six months ended June 30, 2021, the Company recorded no income tax expense. The Company’s effective tax rate for three and six months ended June 30, 2021, was approximately 0%, which differs from the expected income tax rate due to the start-up costs (discussed above), the change in fair value of the warrants, and
transactions costs incurred in connection with the warrant liabilities which are not currently deductible.
ASC 740 prescribes a recognition threshold and a measurement attribute for the
financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing
authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no
unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company
is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Loss per Share of Common Stock
Net
income (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of the Warrants sold in the Initial Public Offering and
private placement to purchase 23,600,000 shares of Class A common stock in the calculation of diluted income per share, since the
inclusion of such Warrants would be anti-dilutive and the exercise of the warrants are contingent upon the occurrence of future events.
The Company’s statements of operations include a
presentation of loss per share for shares of common stock subject to possible redemption in a manner similar to the two-class method of loss per share. Net income per share of common stock, basic and diluted, for Class A redeemable common stock
is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class A and Class B
non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and Class B
non-redeemable common stock outstanding for the period. Class A and Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust
Account.
The following table reflects the calculation of basic and diluted net income
(loss) per share of common stock (in dollars, except per share amounts):
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of
credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes
the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as
financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Warrants and FPA (see Note
9).
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset
or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
In some circumstances, the inputs used to measure fair value might be
categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value
measurement.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments
are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is
initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such
instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or
conversion of the instrument could be required within 12 months of the balance sheet date.
Recent Accounting Standards
In August 2020, the Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain
financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to
equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends
the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with
early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.
Management
does not believe that any other recently issues, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
|
PUBLIC OFFERING |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
PUBLIC OFFERING [Abstract] | |
PUBLIC OFFERING |
NOTE 3. PUBLIC OFFERING
Pursuant to the Initial Public Offering,
the Company sold 69,000,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of
9,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and
of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per
share, subject to adjustment (see Note 8). |
PRIVATE PLACEMENT |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT |
NOTE 4. PRIVATE
PLACEMENT
Simultaneously with the closing of the
Initial Public Offering, the Sponsor purchased 9,800,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $14,700,000. Each Private Placement Warrant is exercisable to purchase one share of common stock at
an exercise price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement
Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement
Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.
|
RELATED PARTY TRANSACTIONS |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS |
NOTE 5. RELATED PARTY
TRANSACTIONS
Founder Shares
On November 18, 2020, the Sponsor
purchased 2,875,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. On January 22, 2021, the Company effected a stock dividend of 11,500,000 shares with respect to the Founder Shares and on March 18, 2021, the Company effected a stock dividend of 2,875,000
shares with respect to the Founder Shares, resulting in an aggregate of 17,250,000 Founder Shares issued and outstanding. In
January 2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s then-director nominees, for a total of 75,000 Founder Shares transferred. The Founder Shares included an aggregate of up to 2,250,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder
Shares would equal, on an as-converted basis, 20% of the Company’s issued and outstanding common stock after the Initial Public
Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture.
The Sponsor has agreed, subject to certain
limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion
of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other
similar transaction that results in all of the public stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.
Promissory Note —
Related Party
On November 18, 2020,
the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of September 30, 2021 or the consummation of the Initial Public Offering. As of March 23,
2021, there was $300,000 outstanding under the Promissory Note. The outstanding balance under the Promissory Note of $300,000 was repaid on March 26, 2021. As of the consummation of the Initial Public Offering, the Company can no longer borrow against the Promissory
Note.
Administrative Support
Agreement
The Company agreed, commencing on the
March 18, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and administrative and support services. For the three and six months ended June 30, 2021, the Company incurred and paid $30,000 and $40,000, respectively, in such fees.
Forward Purchase Agreement
On March 18, 2021, the Company entered
into a forward purchase agreement (“FPA”) pursuant to which the forward purchase investors will agree to subscribe for an aggregate of up to 10,000,000
units, at a purchase price of $10.00 per unit, or up to $100,000,000 in the aggregate, in a private placement to close substantially concurrently with the closing of our initial business combination. The forward purchase investors will determine in their sole
discretion the specific number of forward purchase units they will purchase, if any, pursuant to the forward purchase agreement. Each forward purchase unit will consist of one share of Class A common stock and
of one
redeemable warrant. The terms of the forward purchase units will generally be identical to the terms of the units being issued in this offering. Subsequent to June 30, 2021, the Company amended the FPA (see Note 10).Related Party Loans
In order to finance transaction costs in
connection with a Business Combination, the Company entered into a loan agreement with the Sponsor on March 18, 2021 that provides for borrowings of up to $2,000,000 (the “Sponsor Loan”). The Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company additional funds as may be required
(together with the Sponsor Loan, the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the
Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital
Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up
to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity. The warrants
would be identical to the Private Placement Warrants. Except for the Sponsor Loan, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2021 and
December 31, 2020, there were no amounts outstanding under the Sponsor Loan (see Note 10) or the Working Capital Loans.
|
COMMITMENTS AND CONTINGENCIES |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES |
NOTE 6. COMMITMENTS AND
CONTINGENCIES
Risks and Uncertainties
Management continues to evaluate the
impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific
impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Registration Rights
Pursuant to a registration rights
agreement entered into on March 18, 2021, 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 issued or issuable upon the
exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) and certain security holders holding public 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 shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding
short form registration demands, that the Company register such securities. In addition, the holders will 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 are entitled to a
deferred fee of $0.35 per Unit (except with respect to units purchased by funds affiliated with Glenview Capital Management, LLC and an
investment vehicle controlled by individuals affiliated with Glenview Capital Management, LLC), or $22,225,000 in the aggregate. The
deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement.
|
STOCKHOLDERS' EQUITY |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY |
NOTE 7. STOCKHOLDERS’
EQUITY
Preferred
Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s
board of directors. At June 30, 2021 and December 31, 2020, there were no shares of
preferred stock issued or outstanding.
Class A
Common Stock — The Company is authorized to issue 250,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one
vote for each share. At June 30, 2021, there were no shares of Class A common stock
issued or outstanding, excluding 69,000,000 shares of Class A common stock subject to possible redemption. At December 31, 2020,
there were no shares of Class A common stock issued or outstanding.
The Company determined the Class A common
stock subject to redemption to be equal to the redemption value of approximately $10.00 per share of Class A common stock while also
taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Upon considering the impact of
the FPA, it was concluded that the redemption value should include all shares of Class A common stock resulting in the Class A common stock subject to possible redemption being equal to $690,000,000. This resulted in a measurement adjustment to the initial carrying value of the Class A common stock subject to redemption with the offset recorded to additional
paid-in capital and accumulated deficit.
Class B
Common Stock — The Company is authorized to issue 25,000,000 shares of Class B common stock with a par value of $0.0001 per share. At June 30, 2021 and December 31, 2020, there were 17,250,000 shares of Class B common stock issued and outstanding.
Holders of Class A common stock and Class
B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law.
The shares of Class B common stock will
automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to
adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination,
including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common
stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock
will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding
upon the completion of the Initial Public Offering, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, including the forward purchase shares (net of the number
of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to
the Sponsor, an affiliate of the Sponsor or any of the Company’s officers or directors.
|
WARRANTS |
6 Months Ended | ||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | |||||||||||||||||||||||||
WARRANTS [Abstract] | |||||||||||||||||||||||||
WARRANTS |
NOTE 8. WARRANTS
Warrants — As of June 30,
2021, there were 13,800,000 Public Warrants outstanding. As of December 31, 2020 there were no Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No
fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to
deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A
common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be
obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence
of the registered holder of the warrants.
The Company has agreed that as soon as
practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially
reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement registering the issuance, under the Securities Act, of the shares of Class A
common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants
in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a
“covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to qualify the shares under applicable blue sky laws to the
extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders
may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section
3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of Warrants when
the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the
outstanding Public Warrants:
If and when the warrants become redeemable
by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Redemption of Warrants when
the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the
outstanding warrants (except as described below with respect to the Private Placement Warrants):
The exercise price and number of shares of
Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described
below, the Public Warrants will not be adjusted for issuances 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 Public 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they
receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
In addition, if (x) the Company, other
than in connection with its forward purchase agreement, issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price
or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be
determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to
such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total
equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common
stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business
Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the
nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
At June 30, 2021, there were 9,800,000 Private Placement Warrants outstanding. As of December 31, 2020 there were no Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering,
except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, and will be entitled to certain registration rights (see Note 6). Additionally,
the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described
above under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00). If the Private Placement
Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as
the Public Warrants.
|
FAIR VALUE MEASUREMENTS |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS |
NOTE 9. FAIR VALUE MEASUREMENTS
The Company classifies its U.S. Treasury and equivalent securities as
held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury
securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.
At June 30, 2021, assets held in the Trust Account were comprised of $939 in cash and $690,031,668 in U.S.
Treasury securities. During the three and six months ended June 30, 2021, the Company did not withdraw any interest income from the Trust Account.
The following table presents information about the Company’s assets that are
measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities
at June 30, 2021 are as follows:
The following table presents information about the Company’s liabilities that
are measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
The Warrants and FPA were accounted for as liabilities in accordance with ASC
815-40 and are presented within warrant liabilities on our accompanying June 30, 2021 condensed balance sheets. The warrant liabilities and FPA liabilities are measured at fair value at inception and on a recurring basis, with changes in fair
value presented within change in fair value of warrant liabilities in the condensed statements of operations.
The FPA is valued using a Modified Black Scholes Option Pricing Model. The Company allocated the
proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-fifth of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to
the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption, Class A common stock and Class B common stock based on their relative
fair values at the initial measurement date. The FPA is classified as Level 3 due to the use of unobservable inputs. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on
changes in estimates or assumptions and recorded as appropriate.
For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The measurement of the Public Warrants after the detachment of
the Public Warrants from the Units was classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from
the Units are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market.
The key inputs into the Level 3 fair value measurements were as follows:
The following table presents the changes in the fair value of warrant and FPA
liabilities:
Transfers to/from
Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value
measurement during the three and six months ended June 30, 2021 was $18,906,000. The estimated fair value of the Private Placement
Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the three and six months ended June 30, 2021 was $13,426,000.
|
SUBSEQUENT EVENTS |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS |
NOTE 10. 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, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.
HeartFlow
Business Combination
On July 15, 2021, the Company entered
into a business combination agreement with HF Halo Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”) and HeartFlow (the “Business Combination Agreement”). Pursuant to the Business Combination Agreement Merger Sub will
merge with and into HeartFlow (the “Merger”), with HeartFlow surviving the Merger as a wholly owned subsidiary of the Company. In addition, the Company will be renamed HeartFlow Group, Inc. (“New HeartFlow”) following the consummation of the
transactions (collectively, the “HeartFlow Business Combination”).
On the closing date of the HeartFlow
Business Combination (the “Closing Date”), among other things, the Company will distribute to record holders, on a pro rata basis, an amount, not less than
, equal to (a) $91,000,000, less (b) the aggregate dollar amount to be paid by the Company in
connection with the redemptions of shares of the Company’s Class A common stock to the extent such redemptions are in excess of $25,000,000
(the “Return of Capital Distribution Amount”). The outstanding number of shares of the Company’s Class A common stock shall be an amount of shares equal to (i) 69,000,000 minus (ii) (x) the Return of Capital Distribution Amount, divided by (y) $10.00. The
Return of Capital Distribution Amount will be paid by the Company immediately following the closing.In addition, the obligation of
HeartFlow to consummate the HeartFlow Business Combination is subject to the fulfillment of other closing conditions, including, but not limited to, (i) the aggregate cash proceeds available for release from the Company’s Trust Account (after
giving effect to redemptions of shares of the Company’s Class A common stock, if any, and the Return of Capital Distribution Amount), together with the proceeds from the FPA, if any, equaling no less than $345,000,000, (ii) the approval by the New York Stock Exchange of the Company’s initial listing application in connection with the HeartFlow
Business Combination and (iii) the New HeartFlow board of directors consisting of the number of directors, and comprising the individuals, as contemplated by the Business Combination Agreement.
In connection with the execution of
the Business Combination Agreement, on July 15, 2021, the Company, Glenview Capital Management, LLC (“Glenview”) and certain entities affiliated with Glenview (together, the “Forward Purchasers”) entered into an amendment to the Company’s
existing forward purchase agreement, dated as of July 15, 2021 (as amended, the “Amended Forward Purchase Agreement”), pursuant to which the Forward Purchasers agreed to purchase from the Company a number of shares of the Company’s Class A
common stock (the “Forward Purchase Shares”), at a purchase price of $10.00 per share, an aggregate dollar amount of shares equal
to the sum of (A) the aggregate redemptions of shares of the Company’s Class A common stock (which amount shall not be greater than $25,000,000),
and (B) twenty-five percent (25%) of such aggregate redemptions in excess of the first $200,000,000 paid out of the Trust Account to holders redeeming shares of the Company’s Class A common stock (which amount set forth in (B) shall not be greater than $25,000,000) (or more if determined by the Forward Purchasers, up to the aggregate amount of redemptions) (the “Forward Purchase”).
The Business Combination Agreement
contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Business Combination Agreement.
Sponsor Loan
In July 2021, the Company drew down $1,000,000 under the Sponsor Loan.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation |
Basis of Presentation
The accompanying unaudited 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 in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain
information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do
not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all
adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements
should be read in conjunction with the Company’s prospectus for its Initial Public Offering dated March 18, 2021 and its March 31, 2021 Quarterly Report on Form 10-Q dated July 6, 2021. The interim results for the three and six months ended
June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Use of Estimates |
Use of Estimates
The preparation of the condensed financial statements in conformity with GAAP
requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at
least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could
differ significantly from those estimates.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash and Cash Equivalents |
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of
three months or less when purchased to be cash equivalents. At June 30, 2021 and December 31, 2020, the Company had $137,731 and $24,981 held in cash, respectively. The Company did not
have any cash equivalents at June 30, 2021 and December 31, 2020.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investments Held in Trust Account |
Investments Held in Trust Account
At June 30, 2021, the majority of the assets held in the Trust Account were held
in US Treasury Securities. At December 31, 2020, there were no assets held in the Trust Account.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Offering Costs |
Offering Costs
Offering costs consist of legal, accounting, underwriting fees and other costs
incurred through the balance sheets date that are directly related to the Initial Public Offering. Offering costs amounting to $34,565,259
were charged to stockholders’ equity upon the completion of the Initial Public Offering, and $1,001,129 of the offering costs were
related to the warrant liabilities and charged to the 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 Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common
stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary
equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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, the 69,000,000 shares of Class A common stock subject to possible redemption at June 30, 2021
are presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheets. As of December 31, 2020, there were no shares subject to possible redemption.
The Company recognizes changes in redemption value immediately as they occur and
adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional
paid in capital and accumulated deficit.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant and FPA Liabilities |
Warrant and FPA Liabilities
The Company
accounts for the Public Warrants (as defined in Note 3) and Private Placement Warrants (together, with the Public Warrants, the “Warrants”) and Forward Purchase Agreement (“FPA”) (see Note 5) in accordance with the guidance contained in ASC
815-40, under which the Warrants and FPA do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants and FPA as liabilities at their fair value and adjust the Warrants and
FPA to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes |
Income Taxes
The Company follows the asset and liability
method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred
tax assets to the amount expected to be realized. As of June 30, 2021, the Company had a
deferred tax asset of approximately $217,000, which had a full valuation allowance recorded against it. The Company’s deferred tax assets were deemed to be de minimis as of December 31, 2020.
The Company’s current taxable income primarily consists of interest earned on
the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three and six months ended June 30, 2021, the Company recorded no income tax expense. The Company’s effective tax rate for three and six months ended June 30, 2021, was approximately 0%, which differs from the expected income tax rate due to the start-up costs (discussed above), the change in fair value of the warrants, and
transactions costs incurred in connection with the warrant liabilities which are not currently deductible.
ASC 740 prescribes a recognition threshold and a measurement attribute for the
financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing
authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no
unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company
is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Loss per Share of Common Stock |
Net Loss per Share of Common Stock
Net
income (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of the Warrants sold in the Initial Public Offering and
private placement to purchase 23,600,000 shares of Class A common stock in the calculation of diluted income per share, since the
inclusion of such Warrants would be anti-dilutive and the exercise of the warrants are contingent upon the occurrence of future events.
The Company’s statements of operations include a
presentation of loss per share for shares of common stock subject to possible redemption in a manner similar to the two-class method of loss per share. Net income per share of common stock, basic and diluted, for Class A redeemable common stock
is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class A and Class B
non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and Class B
non-redeemable common stock outstanding for the period. Class A and Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust
Account.
The following table reflects the calculation of basic and diluted net income
(loss) per share of common stock (in dollars, except per share amounts):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Concentration of Credit Risk |
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of
credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes
the Company is not exposed to significant risks on such account.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments |
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as
financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Warrants and FPA (see Note
9).
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements |
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset
or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
In some circumstances, the inputs used to measure fair value might be
categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value
measurement.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Financial Instruments |
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments
are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is
initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such
instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or
conversion of the instrument could be required within 12 months of the balance sheet date.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Recent Accounting Standards |
Recent Accounting Standards
In August 2020, the Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain
financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to
equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends
the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with
early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.
Management
does not believe that any other recently issues, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and Diluted Net Loss per Common Stock |
The following table reflects the calculation of basic and diluted net income
(loss) per share of common stock (in dollars, except per share amounts):
|
FAIR VALUE MEASUREMENTS (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets Measured at Fair Value on Recurring Basis |
The following table presents information about the Company’s assets that are
measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities
at June 30, 2021 are as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liabilities Measured at Fair Value on Recurring Basis |
The following table presents information about the Company’s liabilities that
are measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Level 3 Fair Value Measurement Inputs |
The key inputs into the Level 3 fair value measurements were as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Changes in Fair Value of Warrant and FPA Liabilities |
The following table presents the changes in the fair value of warrant and FPA
liabilities:
|
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) |
3 Months Ended | 6 Months Ended | |
---|---|---|---|
Mar. 23, 2021
USD ($)
$ / shares
shares
|
Mar. 31, 2021
shares
|
Jun. 30, 2021
USD ($)
Business
$ / shares
|
|
Description of Organization and Business Operations [Abstract] | |||
Gross proceeds from initial public offering | $ 677,300,000 | ||
Transaction costs | $ 35,566,388 | ||
Underwriting fees | 12,700,000 | ||
Deferred underwriting fees | 22,225,000 | ||
Other offering costs | $ 641,388 | ||
Net proceeds from Initial Public Offering and Private Placement | $ 690,000,000 | ||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100.00% | ||
Period to complete Business Combination from closing of Initial Public Offering | 24 months | ||
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10.00 | ||
Minimum [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Number of operating businesses included in initial Business Combination | Business | 1 | ||
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80.00% | ||
Post-transaction ownership percentage of the target business | 50.00% | ||
Net tangible asset threshold for redeeming Public Shares | $ 5,000,001 | ||
Percentage of Public Shares that can be redeemed without prior consent | 15.00% | ||
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | ||
Maximum [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Interest on Trust Account that can be held to pay dissolution expenses | $ 100,000 | ||
Class A Common Stock [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Redemption price (in dollars per share) | $ / shares | $ 10.00 | ||
Net tangible asset threshold for redeeming Public Shares | $ 5,000,001 | ||
Sponsor [Member] | Private Placement Warrants [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Share price (in dollars per share) | $ / shares | $ 1.50 | ||
Warrants issued (in shares) | shares | 9,800,000 | ||
Gross proceeds from issuance of warrants | $ 14,700,000 | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Units issued (in shares) | shares | 69,000,000 | 69,000,000 | |
Share price (in dollars per share) | $ / shares | $ 10.00 | ||
Initial Public Offering [Member] | Public Shares [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Units issued (in shares) | shares | 69,000,000 | ||
Share price (in dollars per share) | $ / shares | $ 10.00 | ||
Gross proceeds from initial public offering | $ 690,000,000 | ||
Net proceeds from Initial Public Offering and Private Placement | $ 690,000,000 | ||
Net proceeds from Initial Public Offering and Private Placement per unit (in dollars per share) | $ / shares | $ 10.00 | ||
Redemption price (in dollars per share) | $ / shares | $ 10.00 | ||
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Units issued (in shares) | shares | 9,000,000 | ||
Share price (in dollars per share) | $ / shares | $ 10.00 | ||
Over-Allotment Option [Member] | Public Shares [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Units issued (in shares) | shares | 9,000,000 | ||
Share price (in dollars per share) | $ / shares | $ 10.00 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($) |
Jun. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Cash and Cash Equivalents [Abstract] | ||
Cash | $ 137,731 | $ 24,981 |
Cash equivalents | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Marketable Securities Held in Trust Account (Details) - USD ($) |
Jun. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Cash and Marketable Securities Held in Trust Account [Abstract] | ||
Marketable securities held in Trust Account | $ 690,032,607 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Offering Costs (Details) - USD ($) |
3 Months Ended | 6 Months Ended | |
---|---|---|---|
Mar. 23, 2021 |
Jun. 30, 2021 |
Jun. 30, 2021 |
|
Offering Costs [Abstract] | |||
Offering costs | $ 34,565,259 | ||
Offering costs related to warrant liabilities | $ 1,001,129 | $ 0 | $ 1,001,129 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Class A Common Stock Subject to Possible Redemption (Details) - shares |
Jun. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Common Stock Subject to Possible Redemption [Abstract] | ||
Common stock subject to possible redemption (in shares) | 69,000,000 | 0 |
Class A Common Stock [Member] | ||
Common Stock Subject to Possible Redemption [Abstract] | ||
Common stock subject to possible redemption (in shares) | 69,000,000 | 0 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($) |
3 Months Ended | 6 Months Ended | |
---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2021 |
Dec. 31, 2020 |
|
Income Taxes [Abstract] | |||
Deferred tax asset | $ 217,000 | $ 217,000 | |
Income tax expense | $ 0 | $ 0 | |
Effective income tax rate | 0.00% | 0.00% | |
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Loss per Share of Common Stock (Details) - USD ($) |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2021 |
Mar. 31, 2021 |
Jun. 30, 2021 |
|||
Net Loss per Share of Common Stock [Abstract] | |||||
Warrants exercisable to purchase common stock (in shares) | 23,600,000 | 23,600,000 | |||
Numerator: Net (Loss) Income minus Redeemable Net Earnings [Abstract] | |||||
Interest Income | $ 32,556 | $ 32,607 | |||
Less: income available to pay franchise and income taxes | (32,556) | (32,607) | |||
Net Earnings | 0 | 0 | |||
Net Income (loss) | $ 3,617,812 | $ (11,644,456) | $ (8,026,644) | ||
Class A Redeemable Common Stock [Member] | |||||
Denominator: Weighted Average Ordinary Shares [Abstract] | |||||
Weighted average shares, basic (in shares) | 69,000,000 | 69,000,000 | |||
Weighted average shares, diluted (in shares) | 69,000,000 | 69,000,000 | |||
Basic net earnings/loss per share (in dollars per share) | $ 0 | $ 0 | |||
Diluted net earnings/loss per share (in dollars per share) | $ 0 | $ 0 | |||
Class B Non-redeemable Common Stock [Member] | |||||
Numerator: Net (Loss) Income minus Redeemable Net Earnings [Abstract] | |||||
Non-Redeemable Net Loss | $ 3,617,812 | $ (8,026,644) | |||
Denominator: Weighted Average Ordinary Shares [Abstract] | |||||
Weighted average shares, basic (in shares) | [1] | 17,250,000 | 16,230,663 | ||
Weighted average shares, diluted (in shares) | [1] | 17,250,000 | 16,230,663 | ||
Basic net earnings/loss per share (in dollars per share) | $ 0.21 | $ (0.49) | |||
Diluted net earnings/loss per share (in dollars per share) | $ 0.21 | $ (0.49) | |||
Shares excluded in calculation of diluted loss per share (in shares) | 0 | ||||
|
PUBLIC OFFERING (Details) - $ / shares |
3 Months Ended | ||
---|---|---|---|
Mar. 23, 2021 |
Mar. 31, 2021 |
Mar. 18, 2021 |
|
Class A Common Stock [Member] | |||
Initial Public Offering [Abstract] | |||
Number of securities called by each unit (in shares) | 1 | ||
Initial Public Offering [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 69,000,000 | 69,000,000 | |
Unit price (in dollars per share) | $ 10.00 | ||
Initial Public Offering [Member] | Public Warrants [Member] | |||
Initial Public Offering [Abstract] | |||
Number of securities called by each unit (in shares) | 0.20 | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Initial Public Offering [Member] | Class A Common Stock [Member] | |||
Initial Public Offering [Abstract] | |||
Number of securities called by each unit (in shares) | 1 | ||
Number of ordinary shares called by each warrant (in shares) | 1 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 9,000,000 | ||
Unit price (in dollars per share) | $ 10.00 |
PRIVATE PLACEMENT (Details) - Private Placement Warrant [Member] - USD ($) |
Mar. 23, 2021 |
Jun. 30, 2021 |
---|---|---|
Private Placement Warrants [Abstract] | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Class A Common Stock [Member] | ||
Private Placement Warrants [Abstract] | ||
Number of securities called by each warrant (in shares) | 1 | |
Sponsor [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 9,800,000 | |
Share price (in dollars per share) | $ 1.50 | |
Gross proceeds from issuance of warrants | $ 14,700,000 |
RELATED PARTY TRANSACTIONS, Founder Shares (Details) |
1 Months Ended | 6 Months Ended | ||||
---|---|---|---|---|---|---|
Mar. 18, 2021
shares
|
Jan. 22, 2021
shares
|
Nov. 18, 2020
USD ($)
shares
|
Jan. 31, 2021
shares
|
Jun. 30, 2021
$ / shares
shares
|
Dec. 31, 2020
shares
|
|
Class A Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Common stock, shares issued (in shares) | 0 | 0 | ||||
Shares outstanding (in shares) | 0 | 0 | ||||
Share price (in dollars per share) | $ / shares | $ 18.00 | |||||
Class B Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Common stock, shares issued (in shares) | 17,250,000 | 17,250,000 | ||||
Shares outstanding (in shares) | 17,250,000 | 17,250,000 | ||||
Founder Shares [Member] | Class B Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Common stock, shares issued (in shares) | 17,250,000 | |||||
Shares outstanding (in shares) | 17,250,000 | |||||
Founder Shares [Member] | Sponsor [Member] | Class A Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Number of trading days | 20 days | |||||
Trading day threshold period | 30 days | |||||
Founder Shares [Member] | Sponsor [Member] | Class A Common Stock [Member] | Minimum [Member] | ||||||
Founder Shares [Abstract] | ||||||
Share price (in dollars per share) | $ / shares | $ 12.00 | |||||
Threshold period after initial Business Combination | 150 days | |||||
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Shares issued (in shares) | 2,875,000 | |||||
Proceeds from issuance of shares to Sponsor | $ | $ 25,000 | |||||
Stock dividend (in shares) | 2,875,000 | 11,500,000 | ||||
Percentage of shares held by Founder after Initial Public Offering | 20.00% | |||||
Stock conversion basis at time of business combination | 1 | |||||
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | Maximum [Member] | ||||||
Founder Shares [Abstract] | ||||||
Number of shares subject to forfeiture (in shares) | 2,250,000 | |||||
Founder Shares [Member] | Directors [Member] | Class B Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Shares issued (in shares) | 75,000 | |||||
Founder Shares [Member] | Director One [Member] | Class B Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Shares issued (in shares) | 25,000 | |||||
Founder Shares [Member] | Director Two [Member] | Class B Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Shares issued (in shares) | 25,000 | |||||
Founder Shares [Member] | Director Three [Member] | Class B Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Shares issued (in shares) | 25,000 |
RELATED PARTY TRANSACTIONS, Promissory Note (Details) - USD ($) |
6 Months Ended | |||
---|---|---|---|---|
Mar. 26, 2021 |
Nov. 18, 2020 |
Jun. 30, 2021 |
Mar. 23, 2021 |
|
Related Party Transactions [Abstract] | ||||
Repayment of debt to related party | $ 300,000 | |||
Sponsor [Member] | Promissory Note [Member] | ||||
Related Party Transactions [Abstract] | ||||
Amount of related party transaction | $ 300,000 | |||
Balance outstanding | $ 300,000 | |||
Repayment of debt to related party | $ 300,000 |
RELATED PARTY TRANSACTIONS, Administrative Support Agreement (Details) - Administrative Support Agreement [Member] - USD ($) |
3 Months Ended | 6 Months Ended | |
---|---|---|---|
Mar. 18, 2021 |
Jun. 30, 2021 |
Jun. 30, 2021 |
|
Related Party Transactions [Abstract] | |||
Related Party Transaction, Expenses from Transactions with Related Party | $ 30,000 | $ 40,000 | |
Sponsor [Member] | |||
Related Party Transactions [Abstract] | |||
Monthly related party fee | $ 10,000 |
RELATED PARTY TRANSACTIONS, Forward Purchase Agreement (Details) |
Mar. 18, 2021
USD ($)
$ / shares
shares
|
---|---|
Forward Purchase Agreement [Abstract] | |
Purchase price (in dollars per share) | $ / shares | $ 10.00 |
Maximum [Member] | |
Forward Purchase Agreement [Abstract] | |
Number of securities entitled to purchase (in shares) | 10,000,000 |
Aggregate purchase price under forward purchase agreement | $ | $ 100,000,000 |
Class A Common Stock [Member] | |
Forward Purchase Agreement [Abstract] | |
Number of securities called by each unit (in shares) | 1 |
Class A Common Stock [Member] | Redeemable Warrant [Member] | |
Forward Purchase Agreement [Abstract] | |
Number of securities called by each unit (in shares) | 0.20 |
RELATED PARTY TRANSACTIONS, Related Party Loans (Details) - Working Capital Loans [Member] - USD ($) |
6 Months Ended | ||
---|---|---|---|
Mar. 18, 2021 |
Jun. 30, 2021 |
Dec. 31, 2020 |
|
Sponsor [Member] | |||
Related Party Transactions [Abstract] | |||
Balance outstanding | $ 0 | $ 0 | |
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | |||
Related Party Transactions [Abstract] | |||
Amount of related party transaction | $ 2,000,000 | $ 2,000,000 |
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) |
Mar. 18, 2021 |
Mar. 23, 2021 |
---|---|---|
Underwriting Agreement [Abstract] | ||
Deferred underwriting fees | $ 22,225,000 | |
Over-Allotment Option [Member] | Glenview Capital Management, LLC [Member] | ||
Underwriting Agreement [Abstract] | ||
Deferred underwriter fee discount (in dollars per share) | $ 0.35 | |
Deferred underwriting fees | $ 22,225,000 |
STOCKHOLDERS' EQUITY, Preferred Stock (Details) - $ / shares |
Jun. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
STOCKHOLDERS' EQUITY [Abstract] | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, stock outstanding (in shares) | 0 | 0 |
STOCKHOLDERS' EQUITY, Common Stock (Details) |
6 Months Ended | |
---|---|---|
Jun. 30, 2021
USD ($)
Vote
$ / shares
shares
|
Dec. 31, 2020
USD ($)
$ / shares
shares
|
|
Shareholders' Equity [Abstract] | ||
Common stock subject to possible redemption (in shares) | 69,000,000 | 0 |
Common stock subject to possible redemption | $ | $ 690,000,000 | $ 0 |
Conversion of stock at the time of an initial business combination (in shares) | 1 | |
Stock conversion percentage threshold | 20.00% | |
Class A Common Stock [Member] | ||
Shareholders' Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Votes per share | Vote | 1 | |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Common stock subject to possible redemption (in shares) | 69,000,000 | 0 |
Redemption price (in dollars per share) | $ / shares | $ 10.00 | |
Net tangible asset threshold for redeeming Public Shares | $ | $ 5,000,001 | |
Common stock subject to possible redemption | $ | $ 690,000,000 | |
Class B Common Stock [Member] | ||
Shareholders' Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (in shares) | 17,250,000 | 17,250,000 |
Common stock, shares outstanding (in shares) | 17,250,000 | 17,250,000 |
WARRANTS (Details) - $ / shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2021 |
Dec. 31, 2020 |
|
Warrants [Abstract] | ||
Period to exercise warrants after business combination | 30 days | |
Expiration period of warrants | 5 years | |
Period to file registration statement after initial Business Combination | 15 days | |
Period for registration statement to become effective | 60 days | |
Public Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants outstanding (in shares) | 13,800,000 | 0 |
Private Placement Warrant [Member] | ||
Warrants [Abstract] | ||
Warrants outstanding (in shares) | 9,800,000 | 0 |
Trading day threshold period | 30 days | |
Class A Common Stock [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 18.00 | |
Additional shares issued with the closing of business combination (in dollars per share) | $ 9.20 | |
Percentage of exercise price of public warrants is adjusted higher than the market value of newly issued price | 115.00% | |
Percentage of redemption triggered price is adjusted higher than the market value of newly issued price | 180.00% | |
Class A Common Stock [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Percentage of aggregate gross proceeds of issuance available for funding of business combination | 60.00% | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Common Stock [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 0.01 | |
Notice period to redeem warrants | 30 days | |
Number of trading days | 10 days | |
Trading day threshold period | 20 days | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Common Stock [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price threshold to redeem warrants for cash (in dollars per share) | $ 18.00 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Common Stock [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 0.10 | |
Notice period to redeem warrants | 30 days | |
Number of trading days | 10 days | |
Trading day threshold period | 20 days | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Common Stock [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price threshold to redeem warrants for cash (in dollars per share) | $ 10.00 |
FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) |
6 Months Ended |
---|---|
Jun. 30, 2021
USD ($)
| |
Recurring [Member] | Level 1 [Member] | Public Warrants [Member] | |
Liabilities [Abstract] | |
Liability | $ 18,906,000 |
Recurring [Member] | Level 2 [Member] | Private Placement Warrants [Member] | |
Liabilities [Abstract] | |
Liability | 13,426,000 |
Recurring [Member] | Level 3 [Member] | FPA [Member] | |
Liabilities [Abstract] | |
Liability | 6,856,746 |
Cash [Member] | |
Assets [Abstract] | |
Assets held in trust account | 939 |
US Treasury Securities [Member] | |
Assets [Abstract] | |
Assets held in trust account | 690,031,668 |
US Treasury Securities [Member] | Recurring [Member] | Level 1 [Member] | |
Held-To-Maturity [Abstract] | |
Amortized Cost | 690,031,668 |
Gross Holding Gain | 1,530 |
Fair Value | $ 690,033,198 |
Maturity Date | Jun. 24, 2021 |
FAIR VALUE MEASUREMENTS, Key Inputs into Level 3 Fair Value Measurements (Details) |
Jun. 30, 2021
$ / shares
|
---|---|
Key Inputs into Monte Carlo Simulation Model [Abstract] | |
Term | 5 years |
Risk-Free Interest Rate [Member] | FPA [Member] | |
Key Inputs into Monte Carlo Simulation Model [Abstract] | |
Measurement input | 0.0011 |
Remaining term [Member] | FPA [Member] | |
Key Inputs into Monte Carlo Simulation Model [Abstract] | |
Term | 1 year 2 months 23 days |
Expected volatility [Member] | |
Key Inputs into Monte Carlo Simulation Model [Abstract] | |
Measurement input | 0.185 |
Exercise Price [Member] | |
Key Inputs into Monte Carlo Simulation Model [Abstract] | |
Measurement input | 11.50 |
Stock Price [Member] | |
Key Inputs into Monte Carlo Simulation Model [Abstract] | |
Measurement input | 9.80 |
FAIR VALUE MEASUREMENTS, Changes in Fair Value of Warrant and FPA Liabilities (Details) - Derivative Warrant Liabilities [Member] |
6 Months Ended |
---|---|
Jun. 30, 2021
USD ($)
| |
Private Placement Warrants [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value, beginning of period | $ 0 |
Initial measurement of IPO | 14,014,000 |
Change in valuation inputs or other assumptions | (588,000) |
Fair value, end of period | 0 |
Private Placement Warrants [Member] | Level 1 [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Transfers out of Level 3 | 0 |
Private Placement Warrants [Member] | Level 2 [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Transfers out of Level 3 | (13,426,000) |
Public Warrants [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value, beginning of period | 0 |
Initial measurement of IPO | 19,182,000 |
Change in valuation inputs or other assumptions | (276,000) |
Fair value, end of period | 0 |
Public Warrants [Member] | Level 1 [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Transfers out of Level 3 | (18,906,000) |
Public Warrants [Member] | Level 2 [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Transfers out of Level 3 | 0 |
FPA [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value, beginning of period | 0 |
Initial measurement of IPO | 9,902,957 |
Change in valuation inputs or other assumptions | (3,046,211) |
Fair value, end of period | 6,856,746 |
FPA [Member] | Level 1 [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Transfers out of Level 3 | 0 |
FPA [Member] | Level 2 [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Transfers out of Level 3 | $ 0 |
SUBSEQUENT EVENTS (Details) - USD ($) |
1 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jul. 15, 2021 |
Jul. 30, 2021 |
Jun. 30, 2021 |
Mar. 18, 2021 |
Dec. 31, 2020 |
|
HeartFlow Business Combination [Abstract] | |||||
Common stock subject to possible redemption (in shares) | 69,000,000 | 0 | |||
Purchase price per share (in dollars per share) | $ 10.00 | ||||
Common stock subject to possible redemption | $ 690,000,000 | $ 0 | |||
Sponsor Loan [Abstract] | |||||
Proceeds from Sponsor Loan | $ 300,000 | ||||
Class A Common Stock [Member] | |||||
HeartFlow Business Combination [Abstract] | |||||
Common stock subject to possible redemption (in shares) | 69,000,000 | 0 | |||
Common stock subject to possible redemption | $ 690,000,000 | ||||
Subsequent Events [Member] | Working Capital Loans [Member] | |||||
Sponsor Loan [Abstract] | |||||
Proceeds from Sponsor Loan | $ 1,000,000 | ||||
Subsequent Events [Member] | HeartFlow [Member] | |||||
HeartFlow Business Combination [Abstract] | |||||
Capital distribution amount | $ 91,000,000 | ||||
Return of capital distribution amount | 25,000,000 | ||||
Subsequent Events [Member] | HeartFlow [Member] | Minimum [Member] | |||||
HeartFlow Business Combination [Abstract] | |||||
Capital distribution amount | $ 0 | ||||
Subsequent Events [Member] | HeartFlow [Member] | Forward Purchase Agreement [Member] | |||||
HeartFlow Business Combination [Abstract] | |||||
Purchase price per share (in dollars per share) | $ 10.00 | ||||
Percentage in excess of Trust Account payout | 25.00% | ||||
Amount paid out of Trust Account | $ 200,000,000 | ||||
Subsequent Events [Member] | HeartFlow [Member] | Forward Purchase Agreement [Member] | Maximum [Member] | |||||
HeartFlow Business Combination [Abstract] | |||||
Proceeds from FPA | 345,000,000 | ||||
Common stock subject to possible redemption | 25,000,000 | ||||
Amount in excess of Trust Account payout | $ 25,000,000 | ||||
Subsequent Events [Member] | HeartFlow [Member] | Class A Common Stock [Member] | |||||
HeartFlow Business Combination [Abstract] | |||||
Common stock subject to possible redemption (in shares) | 69,000,000 | ||||
Return of capital distribution amount per share (in dollars per share) | $ 10.00 |
_@]^ #K@GG_*A+F3HQ('N9&&F:1CS2)@_XO "=(RWP#1,
M>,!\5F\^QXXTA\K *YNE!P@^UZL,PZ4&:I(,#?,-NPF'@&_[;A/!UMK;.
MT-?P[0#YJ",?!?+1_[^^PP37-Y^6,.S#[RI7M;$U4PZ
MP4U1H.%JTWOE-Q=:5DP]@]4BAY,WO21)_ _N"61[T)0\*X&K3-0Y6F!0U$(
M/J')N$58/X<.-9V?:0QW:"SHPN>X ?V(YH@)H1TYT8&N@I>X"A F=>V3Q:L_
M>C)'?:K:9"59!BK#,_2DKP=)GXHJ-*&P#TM&TGP(F2:G6Q=Z:X5@2V8"9B&8
MM3"C BFI-UDB>P"F [9O8)#4ZVX(.HZM#K
M>)L))CXW7-$S27=65W[QNK;F5J*WA5JR1[OC(0#6PD:0&S$N2JD$X\J9GN?7
M4L^9U+"2&5!5+BR/=-.UF'&MC<<7![+ ;J9!MY[KN9R1)N>$=T!,JI2 05]R
MS1X=I*#M#MF'FK0D [2-7)(($UPW18_>7D]/!DQZMN".=F:JR4/@N+_??U>:
M1N4 $W;"'?50;B+\Z.\]&6'_R4AMG L>=HQ'+U>I>?3TIU5M#)%]5% T(P@:
MHE@)[AHK, <\X_DG,&)X3%F56GH)31FW=DF*5[G]&GP=6*'L2<84!;*!I QE#[9(
M$/W^^D.3IUNE[TPNA&7?RZ(R;T>YM9O7DXE)+7YT>XGS;\(<76]*X9
M1K)4Z@YO/F9O1Q$Z) J16M3 X>=>7(BB0$7@QC>O<]2:1,'^=:/]/<4.L2RY
M$1>J^%-F-G\[FH]8)E:\+NRUVGX0/IYCU)>JPM!_MG5[I\9-
M%CU"6T8W,0T8:"F!WE4K5BUF:.Q]1L1L*!,R\B0Z?!G6+B*CHR/61C5K(SUK
M:YH^L(*RFJ.G61WL)VY>3MQ\N_P'=",2'&UXGD=+*+R,A2S9%--31=Y([N6*
MC2BCV@2.I'7W8?>,71=CKT6B NK:EDU"/X
MZ\_.-F*;[4*W)!R]7().Z1FX;>!^#8B 7;&>,5N0QG WB#(9YQ[>Q@8/7Z5J
MUK4D]\*69"MMG=+GF8E0PG
MG-USN"^.GHZ%CH:!) ,"4UK.!R^+%B5R/C"+3KH!YX3RY"?!H7(O#D?C 0JD
MA,U<).*(X,S_P, L52E\:8O"QT 79?#F(TPR$FC_R<3N"AU66K4=?V(?623
M]5=UG)B
>/89YBY^
M$YXKA[%=.J?V]/0@L Y>G<<6H]25IICTAB&L'6]^:D#QB U=F"S'-8-9,L^:
M+* ,'?4;@V,^/MXBZME]C+#UUIUG,L/I,ZLUHUBK'VQ&8_3&I#0T)F
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M08;BSUW0_'\.K]P6D*NC&N0[N)/I"E7+720CO[0@+^XMY7W;UKQC6_?7 V
MV!\-]MS8MM>?!.!7N/\M,TX6/E"X#Z7?%XCS']S"= #.*Y9[,?X>[T '5<_S
M!7O$[@Z<6R3OKQ9Q(R% $PI[ &5;_3D-GYL