QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(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 | ||||||
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| ASSETS |
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| Current Assets |
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| Cash |
$ | |||
| Prepaid expenses |
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| Total Current Assets |
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| Investments held in Trust Account |
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| Total Assets |
$ |
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| LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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| Current Liabilities |
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| Accrued expenses |
$ | |||
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| Total Current Liabilities |
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| Warrant Liabilities |
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| Deferred underwriting fee payable |
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| Total Liabilities |
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| Commitments |
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| Class A common stock subject to possible redemption |
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| Stockholders’ Deficit |
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| Preferred stock, $ |
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| Class A common stock, $ |
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| Class B common stock, $ |
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| Accumulated deficit |
( |
) | ||
| |
|
|||
| Total Stockholders’ Deficit |
( |
) | ||
| |
|
|||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
$ |
|||
| |
|
Three Months Ended September 30, 2021 |
For The Period from January 14, 2021 (Inception) Through September 30, 2021 |
|||||||
| Formation and operational costs |
$ | $ | ||||||
| |
|
|
|
|||||
| Loss from operations |
( |
) |
( |
) | ||||
| Other expense: |
||||||||
| Changes in fair value of warrant liability |
( |
) | ( |
) | ||||
| Transaction costs allocated to warrant liabilities |
— | ( |
) | |||||
| Interest earned on marketable securities held in Trust Account |
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| |
|
|
|
|||||
| Total other expense, net |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Net loss |
$ |
( |
) |
$ |
( |
) | ||
| |
|
|
|
|||||
| Weighted average shares outstanding of Class A common stock |
||||||||
| |
|
|
|
|||||
| Basic and diluted net loss per share, Class A |
$ |
( |
) |
$ |
( |
) | ||
| |
|
|
|
|||||
| Weighted average shares outstanding of Class B common stock (1) |
||||||||
| |
|
|
|
|||||
| Basic and diluted net loss per share, Class B |
$ |
( |
) |
$ |
( |
) | ||
| |
|
|
|
|||||
| (1) | In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining overallotment option on March 9, 2021, |
| Class B Common Stock |
Additional Paid |
Accumulated |
Total Stockholder’s |
|||||||||||||||||
Shares |
Amount |
in Capital |
Deficit |
Deficit |
||||||||||||||||
| Balance – January 14, 2021 (Inception) |
$ | $ | $ | $ | ||||||||||||||||
| Issuance of Class B common stock to Sponsor(1) |
||||||||||||||||||||
| Accretion for Class A common shares to redemption amount |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
| Forfeiture of Founder Shares |
( |
) | ( |
) | ( |
) | ||||||||||||||
| Net loss |
— | ( |
) | ( |
) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance – March 31, 2021 (unaudited), as restated |
$ |
$ | $ |
( |
) |
$ |
( |
) | ||||||||||||
| Net loss |
— | ( |
) | ( |
) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance – June 30, 2021 (unaudited), as restated |
$ |
$ | $ |
( |
) |
$ |
( |
) | ||||||||||||
| Net loss |
— | ( |
) | ( |
) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance – September 30, 2021 (unaudited) |
$ |
$ | $ |
( |
) |
$ |
( |
) | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| (1) | In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining overallotment option on March 9, 2021, |
| 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 |
( |
) | ||
| Changes in fair value of warrant liability |
||||
| Transaction costs allocated to warrant liabilities |
||||
| Changes in operating assets and liabilities: |
||||
| Prepaid expenses |
( |
) | ||
| Accrued expenses |
||||
| |
|
|||
| Net cash used in operating activities |
( |
) | ||
| |
|
|||
| Cash Flows from Investing Activities: |
||||
| Investment of cash into 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 |
||||
| 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 paid by Sponsor in exchange for issuance of founder shares |
$ | |||
| |
|
|||
| Offering costs paid through promissory note |
$ | |||
| |
|
|||
| Deferred underwriting fee payable |
$ | |||
| |
|
|||
| Forfeiture of Founder Shares |
$ | ( |
) | |
| |
|
Balance Sheet as of March 9, 2021 (audited) |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Class A common stock subject to possible redemption |
$ | $ | $ | |||||||||
Class A common stock |
$ | $ | ( |
) | $ | |||||||
Additional paid-in capital |
$ | $ | ( |
) | $ | |||||||
Accumulated deficit |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Total shareholders’ equity (deficit) |
$ | $ | ( |
) | $ | ( |
) | |||||
Balance Sheet as of March 31, 2021 (unaudited) |
||||||||||||
Class A common stock subject to possible redemption |
$ |
$ |
$ |
|||||||||
Class A common stock |
$ |
$ |
( |
) |
$ |
|||||||
Additional paid-in capital |
$ |
$ |
( |
) |
$ |
|||||||
Accumulated deficit |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Total shareholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Balance Sheet as of June 30, 2021 (unaudited) |
||||||||||||
Class A common stock subject to possible redemption |
$ |
$ |
$ |
|||||||||
Class A common stock |
$ |
$ |
( |
) |
$ |
|||||||
Additional paid-in capital |
$ |
$ |
( |
) |
$ |
|||||||
Accumulated deficit |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Total shareholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Statement of Cash Flows for The Period from January 14, 2021 (Inception) Through March 31, 2021 (unaudited) |
||||||||||||
Initial classification of Class A common stock subject to possible redemption |
$ |
$ |
$ |
|||||||||
Change in value of Class A common stock subject to possible redemption |
$ |
$ |
( |
) |
$ |
|||||||
Statement of Cash Flows for The Period from January 14, 2021 (Inception) Through June 30, 2021 (unaudited) |
||||||||||||
Initial classification of Class A common stock subject to possible redemption |
$ |
$ |
$ |
|||||||||
Change in value of Class A common stock subject to possible redemption |
$ |
( |
) |
$ |
$ |
|||||||
Statement of Operations for The Period from January 14, 2021 (Inception) Through March 31, 2021 (unaudited) |
||||||||||||
Weighted average shares outstanding of Class A common stock redeemable shares |
( |
) |
||||||||||
Basic and diluted net loss per common share, Class A common stock redeemable shares |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Weighted average shares outstanding of Class B common stock non-redeemable shares |
||||||||||||
Basic and diluted net loss per common share, Class B common stock non-redeemable shares |
$ |
( |
) |
$ |
$ |
( |
) | |||||
Statement of Operations for the three months ended June 30, 2021 (unaudited) |
||||||||||||
Weighted average shares outstanding of Class A common stock redeemable shares |
||||||||||||
Basic and diluted net loss per common share, Class A common stock redeemable shares |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Weighted average shares outstanding of Class B common stock non-redeemable shares |
||||||||||||
Basic and diluted net loss per common share, Class B common stock non-redeemable shares |
$ |
( |
) |
$ |
$ |
( |
) | |||||
Statement of Operations for The Period from January 14, 2021 (Inception) Through June 30, 2021 |
||||||||||||
Weighted average shares outstanding of Class A common stock redeemable shares |
( |
) |
||||||||||
Basic and diluted net loss per common share, Class A common stock redeemable shares |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Weighted average shares outstanding of Class B common stock non-redeemable shares |
( |
) |
||||||||||
Basic and diluted net loss per common share, Class B common stock non-redeemable shares |
$ |
( |
) |
$ |
$ |
( |
) |
| Gross proceeds |
$ | |||
| Less: |
||||
| Proceeds allocated to Public Warrants |
$ | ( |
) | |
| Class A common stock issuance costs |
$ | ( |
) | |
| Plus: |
||||
| Accretion of carrying value to redemption value |
$ | |||
| |
|
|||
| Class A common stock subject to possible redemption |
$ | |||
| |
|
Three Months Ended September 30, 2021 |
For the Period from January 14, 2021 (Inception) Through September 30, 2021 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
| Basic and diluted net loss per common shares |
||||||||||||||||
| Numerator: |
||||||||||||||||
| Allocation of net loss, as adjusted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Denominator: |
||||||||||||||||
| Basic and diluted weighted average common shares outstanding |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Basic and diluted net loss per common shares |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
• |
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 a minimum of |
| • | if, and only if, the closing price of Class A common stock equals or exceeds $ |
| • | in whole and not in part; |
| • | at $ provided |
| • | if, and only if, the closing price of Class A common stock equals or exceeds $ |
Description |
September 30, 2021 |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
||||||||||||
| Assets: |
||||||||||||||||
| Investments held in Trust Account – U.S. Treasury Securities Money Market Fund |
$ | $ | $ | |
$ | |||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Liabilities: |
||||||||||||||||
| Warrant Liability – Public Warrants |
$ | $ | $ | $ | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Warrant Liability – Private Placement Warrants |
$ | $ | $ | $ | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
January 12, 2021 |
||||||||||||||||
(Initial Measurement) |
September 30, 2021 |
|||||||||||||||
Public |
Private |
Private |
||||||||||||||
Input |
Warrants |
Warrants |
Warrants |
|||||||||||||
| Stock Price |
$ | $ | $ | |||||||||||||
| Exercise Price |
$ | $ | $ | |||||||||||||
| Volatility |
% | % | % | |||||||||||||
| Term (years) |
||||||||||||||||
| Dividend Yield |
% | % | % | |||||||||||||
| Risk Free Rate |
% | % | % | |||||||||||||
Private Placement |
||||
| Fair value as of January 14, 2021 (inception) |
$ | |||
| Initial measurement on March 9, 2021 |
||||
| Change in valuation inputs or other assumptions |
( |
) | ||
| Transfer to Level 1 |
||||
| |
|
|||
| Fair value as of March 31, 2021 |
$ | |||
| Change in valuation inputs or other assumptions |
||||
| |
|
|||
| Fair value as of June 30, 2021 |
$ | |||
| Change in valuation inputs or other assumptions |
||||
| Fair value as of September 30, 2021 |
$ | |||
| |
|
|||
| * | Filed herewith. |
| ** | Furnished herewith. |
VPC IMPACT ACQUISITION HOLDINGS III, INC. | ||||||
| Date: November 23, 2021 | By: | /s/ Gordon Watson | ||||
| Name: | Gordon Watson | |||||
| Title: | Co-Chief Executive Officer | |||||
| (Principal Executive Officer) | ||||||
| Date: November 23, 2021 | By: | /s/ Carly Altieri | ||||
| Name: | Carly Altieri | |||||
| Title: | Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | ||||||
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gordon Watson, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of VPC Impact Acquisition Holdings III, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The 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 internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
| 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 my 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. |
| Date: November 23, 2021 | ||||||
| By: | /s/ Gordon Watson | |||||
| Name: | Gordon Watson | |||||
| Title: | Co-Chief Executive Officer | |||||
| (Principal Executive Officer) | ||||||
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Carly Altieri, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of VPC Impact Acquisition Holdings III, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The 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 internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
| 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 my 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. |
| Date: November 23, 2021 | ||||||
| By: | /s/ Carly Altieri | |||||
| Name: | Carly Altieri | |||||
| Title: | Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | ||||||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of VPC Impact Acquisition Holdings III, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Gordon Watson, Co-Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 23, 2021
| By: | /s/ Gordon Watson, | |
| Name: | Gordon Watson, | |
| Title: | Co-Chief Executive Officer | |
| (Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of VPC Impact Acquisition Holdings III, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Carly Altieri, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 23, 2021
| By: | /s/ Carly Altieri | |
| Name: | Carly Altieri | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Cover Page - shares |
9 Months Ended | |
|---|---|---|
Sep. 30, 2021 |
Nov. 23, 2021 |
|
| Document Information [Line Items] | ||
| Document Type | 10-Q/A | |
| Amendment Flag | true | |
| Document Quarterly Report | true | |
| Document Period End Date | Sep. 30, 2021 | |
| Document Fiscal Period Focus | Q3 | |
| Document Fiscal Year Focus | 2021 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Registrant Name | VPC IMPACT ACQUISITION HOLDINGS III, INC. | |
| Entity Central Index Key | 0001841408 | |
| Entity Tax Identification Number | 86-1481509 | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | Yes | |
| Entity File Number | 001-40161 | |
| Entity Incorporation, State or Country Code | DE | |
| Entity Address, Address Line One | Victory Park Capital Advisors, LLC | |
| Entity Address, Address Line Two | 150 North Riverside Plaza | |
| Entity Address, Address Line Three | Suite 5200 | |
| Entity Address, City or Town | Chicago | |
| Entity Address, State or Province | IL | |
| Entity Address, Postal Zip Code | 60606 | |
| City Area Code | 312 | |
| Local Phone Number | 701-1777 | |
| Document Transition Report | false | |
| Entity Shell Company | true | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | true | |
| Entity Ex Transition Period | false | |
| Amendment Description | VPC Impact Acquisition Holdings III, Inc. (the “Company,” “VPC III,” “we,” “us” or “our”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (this “Amended Form 10-Q”) to amend and restate certain terms in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 originally filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2021 (the “Original Quarterly Report”). Background of Restatement All of the shares held by the Company’s public stockholders (the “Public Shares”) contain a redemption feature, which provides each holder of such shares with the opportunity to have their shares redeemed, Management has no control over which Public Shares will be redeemed. ASC 480-10-S99-3A provides that redemption provisions not solely within the control of the issuer require shares subject to redemption to be classified outside of permanent equity. Furthermore, ASC 480-10-25-6(b) provides guidance stating that in determining if an instrument is mandatorily redeemable, a provision that defers redemption until a specified liquidity level is reached would not affect classification of the instrument. As such, management identified errors made in the historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly classified its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A common stock subject to possible redemption, resulting in the Class A commons stock subject to possible redemption being equal to their redemption value. As a result, in the Original Quarterly Report management noted a reclassification adjustment related to temporary equity and permanent equity as of September 30, 2021. Following the filing of the Original Quarterly Report, the Company’s management, together with the Audit Committee, re-evaluated the materiality of the reclassification and whether the reclassification adjustment related to temporary equity and permanent equity should be restated as of the Initial Public Offering date and the next two subsequent reporting periods. Following such re-evaluation, the Company’s management, together with the Audit Committee determined that the Company’s financial statements and other financial data as of and the period from January 14, 2021 (inception) through March 31, 2021 and the period from January 14, 2021 (inception) through June 30, 2021 should be restated through the filing of this Amended Form 10-Q. The financial statements as of March 31, 2021 and the period from January 14, 2021 (inception) through March 31, 2021 and as of June 30, 2021 and the three months then ended and for the period from January 14, 2021 (inception) through June 30, 2021 have been restated in Note 2 of this Amended Form 10-Q, with the restatements resulting in a change in the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. Further, due to the change in presentation for the Class A common stock subject to redemption, the Company also revised its earnings per share calculation to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss). The financial information that has been previously filed or otherwise reported for the period ended September 30, 2021 is superseded by the information in this Amended Form 10-Q, and the financial statements and related financial information contained in the Original Quarterly Report, filed on November 12, 2021, including the quarterly reports for the periods ended March 31, 2021 and June 30, 2021, should no longer be relied upon. On November 23, 2021, the Company filed a report on Form 8-K disclosing the non-reliance on the financial statements included in the Original Quarterly Report, as well as the Form 10-Q for the period ended March 31, 2021 filed on May 25, 2021 and the Form 10-Q for the period ended June 30, 2021 filed on August 13, 2021. Internal Control Considerations In connection with the restatement, management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of September 30, 2021. The Company’s management has concluded that, in light of the errors described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective as a result thereof. Management plans to enhance the system of evaluating and implementing the accounting standards that apply to our financial statements, including enhanced training of our personnel and increased communication among our personnel and third-party professionals with whom we consult regarding application of complex financial instruments. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part I, Item 4, “Controls and Procedures” of this Amended Form 10-Q. | |
| Capital Units [Member] | ||
| Document Information [Line Items] | ||
| Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant | |
| Trading Symbol | VPCC.U | |
| Security Exchange Name | NYSE | |
| Warrant [Member] | ||
| Document Information [Line Items] | ||
| Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | |
| Trading Symbol | VPCC WS | |
| Security Exchange Name | NYSE | |
| Class A [Member] | ||
| Document Information [Line Items] | ||
| Title of 12(b) Security | Class A common stock, par value $0.0001 | |
| Trading Symbol | VPCC | |
| Security Exchange Name | NYSE | |
| Entity Common Stock, Shares Outstanding | 25,376,598 | |
| Class B [Member] | ||
| Document Information [Line Items] | ||
| Entity Common Stock, Shares Outstanding | 6,344,150 |
Condensed Consolidated Balance Sheet (Parenthetical) |
Sep. 30, 2021
$ / shares
shares
|
|---|---|
| Preferred Stock, Par Value | $ / shares | $ 0.0001 |
| Preferred Stock, Shares Authorized | 1,000,000 |
| Preferred Stock, Shares Issued | 0 |
| Preferred Stock, Shares Outstanding | 0 |
| Class A [Member] | |
| Temporary Equity, Par Value | $ / shares | $ 10.00 |
| Common Stock, Par Value | $ / shares | $ 0.0001 |
| Common Stock, Shares Authorized | 200,000,000 |
| Common Stock, Shares, Issued | 0 |
| Common Stock, Shares, Outstanding | 0 |
| Common Stock Subject To Possible Redemption | 25,376,598 |
| Class B [Member] | |
| Common Stock, Par Value | $ / shares | $ 0.0001 |
| Common Stock, Shares Authorized | 20,000,000 |
| Common Stock, Shares, Issued | 6,344,150 |
| Common Stock, Shares, Outstanding | 6,344,150 |
Condensed Consolidated Statements of Operations - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2021 |
Sep. 30, 2021 |
|||
| Formation and operational costs | $ 1,319,447 | $ 3,401,685 | ||
| Loss from operations | (1,319,447) | (3,401,685) | ||
| Other expense: | ||||
| Changes in fair value of warrant liability | (1,360,659) | (3,819,820) | ||
| Transaction costs allocated to warrant liabilities | (600,571) | |||
| Interest earned on marketable securities held in Trust Account | 3,266 | 16,166 | ||
| Total other expense, net | (1,357,393) | (4,404,225) | ||
| Net loss | (2,676,840) | (7,805,910) | ||
| Class A [Member] | ||||
| Other expense: | ||||
| Net loss | $ (2,141,472) | $ (5,990,311) | ||
| Weighted average shares outstanding | 25,376,598 | 20,481,452 | ||
| Basic and diluted net income (loss) per share | $ (0.08) | $ (0.29) | ||
| Class B [Member] | ||||
| Other expense: | ||||
| Net loss | $ (535,368) | $ (1,815,599) | ||
| Weighted average shares outstanding | [1] | 6,344,150 | 6,207,710 | |
| Basic and diluted net income (loss) per share | $ (0.08) | $ (0.29) | ||
| ||||
Condensed Consolidated Statements of Operations (Parenthetical) - Common Class B [Member] - shares |
9 Months Ended | ||
|---|---|---|---|
Mar. 09, 2021 |
Sep. 30, 2021 |
Jan. 22, 2021 |
|
| Common Stock, Shares, Outstanding | 6,344,150 | ||
| Founder Shares [Member] | |||
| Forfeiture of Founder Shares, Shares | 124,600 | 124,600 | |
| Common stock shares not subject to forfeiture | 719,150 | ||
| Common Stock, Shares, Outstanding | 6,344,150 | 6,408,750 |
Condensed Consolidated Statement of Changes in Stockholders' Deficit - USD ($) |
Total |
Class B [Member] |
Common Stock [Member]
Class B [Member]
|
Additional Paid in Capital |
Accumulated Deficit |
||
|---|---|---|---|---|---|---|---|
| Beginning balance at Jan. 13, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | |||
| Beginning balance, Shares at Jan. 13, 2021 | 0 | ||||||
| Issuance of Class B common stock to Sponsor | [1] | 25,000 | $ 647 | 24,353 | 0 | ||
| Issuance of Class B common stock to Sponsor, Shares | [1] | 6,468,750 | |||||
| Accretion for Class A common shares to redemption amount | (24,126,952) | (24,353) | (24,102,599) | ||||
| Forfeiture of Founder Shares | (13) | $ (13) | 0 | 0 | |||
| Forfeiture of Founder Shares, Shares | (124,600) | ||||||
| Net loss | (1,650,406) | $ 0 | 0 | (1,650,406) | |||
| Ending balance at Mar. 31, 2021 | (25,752,371) | $ 634 | 0 | (25,753,005) | |||
| Ending balance, Shares at Mar. 31, 2021 | 6,344,150 | ||||||
| Beginning balance at Jan. 13, 2021 | 0 | $ 0 | 0 | 0 | |||
| Beginning balance, Shares at Jan. 13, 2021 | 0 | ||||||
| Accretion for Class A common shares to redemption amount | 24,126,965 | ||||||
| Net loss | (7,805,910) | $ (1,815,599) | |||||
| Ending balance at Sep. 30, 2021 | (31,907,875) | $ 634 | 0 | (31,908,509) | |||
| Ending balance, Shares at Sep. 30, 2021 | 6,344,150 | ||||||
| Beginning balance at Mar. 31, 2021 | (25,752,371) | $ 634 | 0 | (25,753,005) | |||
| Beginning balance, Shares at Mar. 31, 2021 | 6,344,150 | ||||||
| Net loss | (3,478,664) | $ 0 | 0 | (3,478,664) | |||
| Ending balance at Jun. 30, 2021 | (29,231,035) | $ 634 | 0 | (29,231,669) | |||
| Ending balance, Shares at Jun. 30, 2021 | 6,344,150 | ||||||
| Net loss | (2,676,840) | $ (535,368) | $ 0 | 0 | (2,676,840) | ||
| Ending balance at Sep. 30, 2021 | $ (31,907,875) | $ 634 | $ 0 | $ (31,908,509) | |||
| Ending balance, Shares at Sep. 30, 2021 | 6,344,150 | ||||||
| |||||||
Condensed Consolidated Statement Of Changes In Stockholders' Deficit (Parenthetical) - Common Class B [Member] - shares |
9 Months Ended | ||
|---|---|---|---|
Mar. 09, 2021 |
Sep. 30, 2021 |
Jan. 22, 2021 |
|
| Common Stock, Shares, Outstanding | 6,344,150 | ||
| Founder Shares [Member] | |||
| Forfeiture of Founder Shares, Shares | 124,600 | 124,600 | |
| Common stock shares not subject to forfeiture | 719,150 | ||
| Common Stock, Shares, Outstanding | 6,344,150 | 6,408,750 |
Description of Organization and Business Operations |
9 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS VPC Impact Acquisition Holdings III, Inc. (the “Company”) is a blank check company incorporated in Delaware on January 14, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share 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 September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and its 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. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated the Initial Public Offering of 25,376,598 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 partial exercise by the underwriters of their over-allotment options in the amount of 2,876,598 Units, at $10.00 per Unit, generating gross proceeds of $253,765,980, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,100,214 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to VPC Impact Acquisition Holdings Sponsor III, LLC (the “Sponsor”), generating gross proceeds of $7,650,321, which is described in Note 5. Transaction costs amounted to $14,386,571, consisting of $5,075,320 of underwriting fees, $8,881,809 of deferred underwriting fees and $429,442 of other offering costs. Following the closing of the Initial Public Offering on March 9, 2021, an amount of $253,765,980 ($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”), and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule2a-7promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. Initial Business Combination On June 7, 2021, the Company, a Delaware corporation, entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Bear Merger Company I Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“First Merger Sub”), Bear Merger Company II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company (“Second Merger Sub” and together with First Merger Sub, the “Merger Subs”), and Dave Inc., a Delaware corporation (“Dave”), pursuant to which, among other things: (a) First Merger Sub will merge with and into Dave (the “First Merger”), with Dave being the surviving corporation of the First Merger (such company, in its capacity as the surviving corporation of the First Merger, the “Surviving Corporation”); and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “Second Merger” and together with the First Merger, the “Mergers”), with Second Merger Sub being the surviving company of the Second Merger. The transactions contemplated by the Merger Agreement (the “Transactions”), including the Mergers, will constitute a “Business Combination” as contemplated by the Company’s existing amended and restated certificate of incorporation. Merger Consideration Pursuant to the Merger Agreement, the stockholders of Dave, including holders of restricted shares of the Dave’s Common Stock (“Dave Restricted Stock”) (such holders, collectively, the “Dave Stockholders”) and holders of vested Dave Options (as defined below), will receive aggregate merger consideration with an implied value of $3,500,000,000 ( For more detailed information about the Merger Agreement and the proposed business combination, see our Current Report on Form 8-Kfiled with the SEC on June 7, 2021 (File No. 001-40161) and the prospectus included in our Registration Statement on Form S-4 filed with the SEC on October 6, 2021 (File No.333-260083) (the “Form S-4”), as amended, and other filings that the Company makes with the SEC discussing the proposed Transactions. Unless specifically stated, this Quarterly Report does not give effect to the proposed Transactions and does not contain the risks associated with the proposed Transactions. Such risks and effects relating to the proposed Transactions are included in the Form S-4. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (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 agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the Company’s outstanding shares of Class A common stock (the “Public Stockholders”), par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation 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 the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by March 9, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at aper-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 taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of September 30, 2021, the Company had $119,603 in its operating bank accounts and working capital of deficit $1,231,127. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover for certain formation and offering costs in exchange for the issuance of the Founder Shares and the loan of up to $300,000 from the Sponsor pursuant to the Note (see Note 6). On March 9, 2021, the Company consummated the Initial Public Offering of 25,376,598 Units, which includes the partial exercise by the underwriters of their over-allotment options in the amount of 2,876,598 Units, at $10.00 per Unit, generating gross proceeds of $253,765,980, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,100,214 Private Placement Warrants at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $7,650,321, which is described in Note 5. Transaction costs amounted to $14,386,571, consisting of $5,075,320 of underwriting fees, $8,881,809 of deferred underwriting fees and $429,442 of other offering costs. Following the closing of the Initial Public Offering on March 9, 2021, an amount of $253,765,980 ($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 the Trust Account. For the period from January 14, 2021 through September 30, 2021, cash used in operating activities was $2,050,955. Net loss of $7,805,910 was affected by interest earned on marketable securities held in the Trust Account of $16,166, changes in fair value of warrant liability of $3,819,820, and transaction costs allocated to warrant liabilities of $600,571. Changes in operating assets and liabilities provided $1,350,730 of cash for operating activities. As of September 30, 2021, the Company had $119,603 in its operating bank accounts and working capital of deficit $1,231,127. As of September 30, 2021, the Company had marketable securities held in the Trust Account of $ 253,782,146 consisting of U.S. Treasury Bills with a maturity of 185 days or less. Interest income on the balance in the Trust Account may be used by the Company to pay taxes. Through September 30, 2021, the Company has not withdrawn any interest earned from the Trust Account. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete a Business Combination. To the extent that the Company’s capital stock or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required (see Note 6). If we complete a Business Combination, the Company would repay such loaned amounts. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Restatement of Previously Issued Financial Statement |
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| Restatement [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restatement of Previously Issued Financial Statement | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should restate its previously reported financial statements. During the quarter ended September 30, 2021, the Company determined that at the closing of the Company’s Initial Public Offering (including the sale of the shares issued pursuant to the exercise of the underwriters’ overallotment) it had improperly of $10.00 per Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A common stock issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that temporary equity should include all Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional classified its Class A common stock subject to possible redemption at the closing of the Company’s Initial Public Offering and the closing of the sale of shares pursuant to the exercise of the underwriters’ overallotment, it had improperly classified certain of its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption valuepaid-in capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation for the Class A common stock subject to redemption, the Company also revised its earnings per share calculation to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 8-K filed with the SEC on March 16, 2021 (the “Post-IPO Balance Sheet”), Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Post-IPO Balance Sheet and Affected Quarterly Periods should be restated to present all Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this quarterly report. There has been no change in the Company’s total assets, liabilities or operating results. The impact of the restatement on the Company’s previously issued financial statements is reflected in the following tables.
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Summary of Significant Accounting Policies |
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| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated 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 consolidated 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 consolidated 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 consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 8, 2021. The interim results for the three months ended September 30, 2021 and for the period from January 14, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 statement 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 consolidated 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. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the condensed consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged to stockholders’ equity upon the completion of the Initial Public Offering. Offering costs amounting to $13,786,001 were charged to stockholders’ equity upon the completion of the Initial Public Offering, and $600,570 of the offering costs were related to the warrant liabilities and charged to the statement of operations. Warrant Liabilities We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption, if any, are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, 25,376,598 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed consolidated balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table:
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 statement’s 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. Deferred tax assets were deemed to be de minimis as of September 30, 2021. 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 the interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the periods ended September 30, 2021. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of Class A common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,516,041 shares of Class A common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net loss per share is the same as basic net loss per share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per share (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,” approximate the carrying amounts represented in the accompanying condensed consolidated balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic815-40) (“ASU2020-06”) to simplify accounting for certain financial instruments. ASU2020-06 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. ASU2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU2020-06 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 ASU2020-06would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
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Initial Public offering |
9 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Equity [Abstract] | |
| Initial Public Offering | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,376,598 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 2,876,598 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock and
one-fourth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 9). |
Private Placement |
9 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Equity [Abstract] | |
| Private Placement | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,100,214 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, or $7,650,320 in the aggregate, which includes the partial exercise by the underwriters of their over-allotment options in the amount of 2,876,598 Units, at $10.00 per Unit, generating gross proceeds of $253,765,980. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants 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 |
9 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On January 19, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 6,468,750 shares of Class B common stock (the “Founder Shares”). On January 22, 2021, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of the Company’s board of directors, resulting in the Sponsor holding 6,408,750 Founder Shares. The Founder Shares included an aggregate of up to 843,750 shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 124,600 Founder Shares were forfeited and 719,150 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,344,150 Founder Shares issued and outstanding. The initial stockholders will agree, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 10 trading days within an y Promissory Note — Related Party On January 14, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $88,142 was repaid at the closing of the Initial Public Offering on March 9, 2021. Borrowings under the Promissory Note are no longer available. Administrative Services Agreement The Company entered into an agreement, commencing on March 4, 2021, to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended September 30, 2021 and for the period from January 14, 2021 (inception) through September 30, 2021, the Company incurred $30,000 and $70,000 in fees for these services, respectively, of which $60,000 is included in accrued expenses in the accompanying balance sheet as of September 30, 2021. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, 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 funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans. |
Commitments |
9 Months Ended |
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Sep. 30, 2021 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments | NOTE 7. COMMITMENTS 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 closing on the merger agreement, 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 4, 2021, the holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Subscription Agreements On June 7, 2021, concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”) pursuant to which, and on the terms and subject to the conditions of which, the PIPE Investors have agreed to purchase an aggregate of 21,000,000 shares of the Company’s Class A Common Stock in a private placement for $10.00 per share (the “Private Placement”). The proceeds from the Private Placement will be partially used to fund the Repurchase and for general working capital purposes following the Closing. Each Subscription Agreement will terminate upon the earlier to occur of (a) the termination of the Merger Agreement in accordance with its terms, (b) the mutual written agreement of the parties to such Subscription Agreement, and (c) February 3, 2022, if the Closing has not occurred by such date. On August 17, 2021, Alameda Research agreed to pre-fund its obligation under the Subscription Agreement between the Company and Alameda Research (the “Alameda Subscription Agreement”) to subscribe for 1,500,000 shares of Class A Common Stock for $15,000,000 of the aggregate proceeds of the Private Placement. In connection therewith, Alameda Research received a promissory note, dated August 17, 2021, issued by Dave in the principal amount of $15,000,000 (the “Promissory Note”), and the Company and Alameda Research entered into an amendment to the Alameda Subscription Agreement, dated August 17, 2021 (the “Subscription Agreement Amendment”), to (i) correct a scrivener’s error in with respect to the name of Alameda Research reflected therein and (ii) provide for the satisfaction of Alameda Research’s obligation to pay the $15,000,000 purchase price under the Alameda Subscription Agreement by way of a full discharge of Dave’s obligations to pay the principal under the Promissory Note, which full discharge will automatically occur upon the Company’s issuance to Alameda Research of the shares of Class A Common Stock at the closing of the Private Placement. As of the date hereof, all of the PIPE Investors have consented to the Subscription Agreement Amendment and the transactions contemplated thereby. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,881,809 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' equity |
9 Months Ended |
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Sep. 30, 2021 | |
| Equity [Abstract] | |
| Stockholders' equity | NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock — Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a
one-for-one as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one |
Warrant Liabilities |
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Sep. 30, 2021 | ||||||||||||||||||||||
| Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||
| Warrant Liabilities | NOTE 9. WARRANT LIABILITIES As of September 30, 2021, there are 6,344,150 Public Warrants outstanding and 5,100,214 Private Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 : Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash:
The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Redemption of warrants for 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:
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders 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 the initial Business Combination on the date of the consummation of the initial 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 its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price 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 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. As of September 30, 2021, there were 5,100,214 Private Placement Warrants outstanding. The Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be
non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements |
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| Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurements | NOTE 10. FAIR VALUE MEASUREMENTS At September 30, 2021, assets held in the Trust Account were comprised of $253,782,146 in money market funds which are invested primarily in U.S. Treasury Securities. Through September 30, 2021, the Company withdrew no interest earned on the Trust . The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
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 period from January 14, 2021 (inception) through ended March 31, 2021. The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations. The Private Placement Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Black Scholes Model was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date. The key inputs into the Monte Carlo simulation model Public Warrants and the Black-Scholes-Merton model for the Private Placement Warrants were as follows:
The following table presents the changes in the fair value of Level 3 warrant liabilities:
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Subsequent Events |
9 Months Ended |
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Sep. 30, 2021 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. |
Summary of Significant Accounting Policies (Policies) |
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| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated 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 consolidated 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 consolidated 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 consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 8, 2021. The interim results for the three months ended September 30, 2021 and for the period from January 14, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. |
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| Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 statement 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. |
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| Use of Estimates | Use of Estimates The preparation of the condensed consolidated 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. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
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| Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. |
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| Offering Costs | Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the condensed consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged to stockholders’ equity upon the completion of the Initial Public Offering. Offering costs amounting to $13,786,001 were charged to stockholders’ equity upon the completion of the Initial Public Offering, and $600,570 of the offering costs were related to the warrant liabilities and charged to the statement of operations. |
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| Warrant Liability | Warrant Liabilities We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional
paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
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| Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption, if any, are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, 25,376,598 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed consolidated balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table:
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| Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement’s 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. Deferred tax assets were deemed to be de minimis as of September 30, 2021. 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 the interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the periods ended September 30, 2021. |
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| Net Income (Loss) per Common Share | Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of Class A common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,516,041 shares of Class A common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net loss per share is the same as basic net loss per share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts):
|
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| Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of 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. |
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| Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed consolidated balance sheet, primarily due to their short-term nature. |
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| 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. |
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| 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 sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
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| Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic815-40) (“ASU2020-06”) to simplify accounting for certain financial instruments. ASU2020-06 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. ASU2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU2020-06 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 ASU2020-06would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
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Restatement of Previously Issued Financial Statement (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Restatement [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Restatement on the Company's Previously Issued Financial Statements | The impact of the restatement on the Company’s previously issued financial statements is reflected in the following tables.
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Summary of Significant Accounting Policies (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Earnings Per Share Basic And Diluted | The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts):
|
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| Schedule of Reconciliation of common stock reflected in the balance sheet | At September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table:
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Fair Value Measurements (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value, Assets Measured on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
|
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| Summary of public warrants and the black-scholes-merton model | The key inputs into the Monte Carlo simulation model Public Warrants and the Black-Scholes-Merton model for the Private Placement Warrants were as follows:
|
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| Summary of changes in fair value of the warrant liabilities | The following table presents the changes in the fair value of Level 3 warrant liabilities:
|
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Restatement of Previously Issued Financial Statement - Additional Information (Detail) - Common Class A [Member] |
Sep. 30, 2021
USD ($)
$ / shares
|
|---|---|
| Temporary equity redemption price per share | $ / shares | $ 10.00 |
| Minimum net worth to consummate business combination | $ | $ 5,000,001 |
Summary of Significant Accounting Policies - Additional Information (Detail) |
9 Months Ended |
|---|---|
|
Sep. 30, 2021
USD ($)
shares
| |
| Cash equivalents | $ 0 |
| Offering costs charged to equity | 13,786,001 |
| Unrecognized Tax Benefits | 0 |
| Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 |
| FDIC Insured Amount | 250,000 |
| Transaction costs allocable to warrant liabilities | $ 600,570 |
| Warrant [Member] | |
| Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 16,516,041 |
Summary of Significant Accounting Policies - Schedule of Earnings Per Share Basic And Diluted (Detail) - USD ($) |
3 Months Ended | 9 Months Ended | ||||
|---|---|---|---|---|---|---|
Sep. 30, 2021 |
Jun. 30, 2021 |
Mar. 31, 2021 |
Sep. 30, 2021 |
|||
| Numerator: Earnings allocable to Redeemable Class A Common Stock | ||||||
| Allocation of net loss, as adjusted | $ (2,676,840) | $ (3,478,664) | $ (1,650,406) | $ (7,805,910) | ||
| Common Class A [Member] | ||||||
| Numerator: Earnings allocable to Redeemable Class A Common Stock | ||||||
| Allocation of net loss, as adjusted | $ (2,141,472) | $ (5,990,311) | ||||
| Denominator: Weighted Average Redeemable Class A Common Stock | ||||||
| Basic and diluted weighted average common shares outstanding | 25,376,598 | 20,481,452 | ||||
| Basic and diluted net loss per common shares | $ (0.08) | $ (0.29) | ||||
| Common Class B [Member] | ||||||
| Numerator: Earnings allocable to Redeemable Class A Common Stock | ||||||
| Allocation of net loss, as adjusted | $ (535,368) | $ (1,815,599) | ||||
| Denominator: Weighted Average Redeemable Class A Common Stock | ||||||
| Basic and diluted weighted average common shares outstanding | [1] | 6,344,150 | 6,207,710 | |||
| Basic and diluted net loss per common shares | $ (0.08) | $ (0.29) | ||||
| ||||||
Initial Public offering - Additional Information (Detail) - USD ($) |
9 Months Ended | |
|---|---|---|
Mar. 09, 2021 |
Sep. 30, 2021 |
|
| Public Warrants [Member] | ||
| Disclosure Of Initial Public Offer [Line Items] | ||
| Exercise price of warrants | $ 11.50 | |
| Number Of Securities Called By Each Warrant Or Right | 1 | |
| IPO [Member] | ||
| Disclosure Of Initial Public Offer [Line Items] | ||
| Number of units issued | $ 25,376,598 | $ 25,376,598 |
| Shares issued, price per share | $ 10.00 | |
| Over-Allotment Option [Member] | ||
| Disclosure Of Initial Public Offer [Line Items] | ||
| Number of units issued | $ 2,876,598 | $ 2,876,598 |
| Shares issued, price per share | $ 10.00 |
Private Placement - Additional Information (Detail) - USD ($) |
9 Months Ended | |
|---|---|---|
Mar. 09, 2021 |
Sep. 30, 2021 |
|
| Private Placement [Line Items] | ||
| Sale of stock,price per share | $ 9.20 | |
| Private Placement Warrants [Member] | ||
| Private Placement [Line Items] | ||
| Exercise price of warrants | $ 11.50 | |
| Private Placement [Member] | Private Placement Warrants [Member] | ||
| Private Placement [Line Items] | ||
| Number of warrants issued | 5,100,214 | |
| Number of warrants issued, price per share | $ 1.50 | |
| Value of warrants issued | 7,650,320 | |
| Over-Allotment Option [Member] | ||
| Private Placement [Line Items] | ||
| Sale of stock, number of shares issued in transaction | 2,876,598 | |
| Sale of stock,price per share | $ 10.00 | |
| Sale of stock, consideration received | $ 253,765,980 |
Commitments - Additional Information (Detail) - USD ($) |
Aug. 17, 2021 |
Jun. 07, 2021 |
Sep. 30, 2021 |
|---|---|---|---|
| Commitments And Contingencies [Line Items] | |||
| Deferred underwriting fee payable | $ 8,881,809 | ||
| Underwriting Agreement [Member] | |||
| Commitments And Contingencies [Line Items] | |||
| Deferred underwriting fee payable per share | $ 0.35 | ||
| Deferred underwriting fee payable | $ 8,881,809 | ||
| Subscription Agreement [Member] | |||
| Commitments And Contingencies [Line Items] | |||
| Debt Instrument, Face Amount | $ 15,000,000 | ||
| Long-term Debt, Gross | $ 15,000,000 | ||
| Common Class A [Member] | Private Placement [Member] | |||
| Commitments And Contingencies [Line Items] | |||
| Stock Issued During Period, Shares, New Issues | 1,500,000 | ||
| Stock Issued During Period, Value, New Issues | $ 15,000,000 | ||
| Common Class A [Member] | Subscription Agreement [Member] | Private Placement [Member] | PIPE Investors [Member] | |||
| Commitments And Contingencies [Line Items] | |||
| Shares issued, price per share | $ 10.00 | ||
| Stock Issued During Period, Shares, New Issues | 21,000,000 |
Stockholders' Equity - Additional Information (Detail) - $ / shares |
9 Months Ended | |
|---|---|---|
Sep. 30, 2021 |
Jan. 22, 2021 |
|
| Subsidiary or Equity Method Investee [Line Items] | ||
| Preferred stock shares authorized | 1,000,000 | |
| Preferred Stock par or stated value per share | $ 0.0001 | |
| Preferred Stock, Shares Issued | 0 | |
| Preferred Stock, Shares Outstanding | 0 | |
| Class A [Member] | ||
| Subsidiary or Equity Method Investee [Line Items] | ||
| Common Stock, Shares Authorized | 200,000,000 | |
| Common Stock, Par Value | $ 0.0001 | |
| Common Stock, Shares, Issued | 0 | |
| Common Stock, Shares, Outstanding | 0 | |
| Temporary Equity, Shares Issued | 25,376,598 | |
| Temporary equity shares outstanding | 25,376,598 | |
| Class A [Member] | Founder Shares [Member] | ||
| Subsidiary or Equity Method Investee [Line Items] | ||
| Percentage of common stock shares outstanding | 20.00% | |
| Class B [Member] | ||
| Subsidiary or Equity Method Investee [Line Items] | ||
| Common Stock, Shares Authorized | 20,000,000 | |
| Common stock description of voting rights | one vote | |
| Common Stock, Par Value | $ 0.0001 | |
| Common Stock, Shares, Issued | 6,344,150 | |
| Common Stock, Shares, Outstanding | 6,344,150 | |
| Class B [Member] | Founder Shares [Member] | ||
| Subsidiary or Equity Method Investee [Line Items] | ||
| Common Stock, Shares, Outstanding | 6,344,150 | 6,408,750 |
| Percentage of common stock shares outstanding | 20.00% |
Warrant Liability - Additional Information (Detail) |
9 Months Ended |
|---|---|
|
Sep. 30, 2021
$ / shares
shares
| |
| Subsidiary or Equity Method Investee [Line Items] | |
| Sale of stock issue price per share | $ 9.20 |
| Private Placement Warrants [Member] | |
| Subsidiary or Equity Method Investee [Line Items] | |
| Class of Warrants outstanding | shares | 5,100,214 |
| Public Warrants [Member] | |
| Subsidiary or Equity Method Investee [Line Items] | |
| Class of Warrants outstanding | shares | 6,344,150 |
| Exercise price | $ 11.50 |
| Event Trigerring The Value Of Warrants [Member] | |
| Subsidiary or Equity Method Investee [Line Items] | |
| Share Price | $ 9.20 |
| Number of consecutive trading days for determining the share price | 20 days |
| Percentage of gross proceeds from share issue for the purposes of business combination | 60.00% |
| Event Trigerring The Value Of Warrants [Member] | Newly Issued Price [Member] | |
| Subsidiary or Equity Method Investee [Line Items] | |
| Redemption price of warrants in percentage | 115.00% |
| Redemption price of common stock percentage | 180.00% |
| After The Completion Of A Business Combination Or Earlier Upon Redemption Or Liquidation [Member] | |
| Subsidiary or Equity Method Investee [Line Items] | |
| Class of warrants or rights term | 5 years |
| Exercise price | $ 11.50 |
| Minimum [Member] | |
| Subsidiary or Equity Method Investee [Line Items] | |
| Share Price | 10.00 |
| Triggering Share Price One [Member] | Minimum [Member] | |
| Subsidiary or Equity Method Investee [Line Items] | |
| Share Price | $ 18.00 |
| Number of days of notice to be given for the redemption of warrants | 30 days |
| Number of consecutive trading days for determining the share price | 20 days |
| Number of trading days for determining the share price | 30 days |
| Number of days prior to the date of notifying the warrant holders for determining the total trading period | 3 days |
| Triggering Share Price One [Member] | Minimum [Member] | Warrant Redemption Price One [Member] | |
| Subsidiary or Equity Method Investee [Line Items] | |
| Class of warrants or rights redemption price | $ 0.01 |
| Triggering Share Price Two [Member] | Minimum [Member] | |
| Subsidiary or Equity Method Investee [Line Items] | |
| Share Price | $ 10.00 |
| Number of days of notice to be given for the redemption of warrants | 30 days |
| Number of consecutive trading days for determining the share price | 20 days |
| Number of trading days for determining the share price | 30 days |
| Number of days prior to the date of notifying the warrant holders for determining the total trading period | 3 days |
| Warrant Excercise Period One [Member] | |
| Subsidiary or Equity Method Investee [Line Items] | |
| Class of warrants or rights number of days from the closure of business combination within which excersing can be done | 30 days |
| Warrant Excercise Period Two [Member] | |
| Subsidiary or Equity Method Investee [Line Items] | |
| Class of warrants or rights number of days from the closure of business combination within which excersing can be done | 12 months |
| Warrant Excercise Period Two [Member] | Triggering Share Price Two [Member] | Minimum [Member] | |
| Subsidiary or Equity Method Investee [Line Items] | |
| Class of warrants or rights redemption price | $ 0.10 |
| Private Placement Warrants And Class A Stock Issuable Upon Exercise Of Private Placement Warrants [Member] | |
| Subsidiary or Equity Method Investee [Line Items] | |
| Class of warrants or rights lock in period | 30 days |
Fair Value Measurements - Fair Value, Assets Measured on Recurring Basis (Detail) - Fair Value, Recurring [Member] |
Sep. 30, 2021
USD ($)
|
|---|---|
| Assets: | |
| Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 253,782,146 |
| Private Placement Warrants [Member] | |
| Liabilities: | |
| Warrant Liability | 11,026,051 |
| Public Warrants [Member] | |
| Liabilities: | |
| Warrant Liability | 10,785,054 |
| Quoted Prices in Active Markets (Level 1) [Member] | |
| Assets: | |
| Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | 253,782,146 |
| Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | |
| Liabilities: | |
| Warrant Liability | 0 |
| Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | |
| Liabilities: | |
| Warrant Liability | 10,785,054 |
| Significant Other Observable Inputs (Level 2) [Member] | |
| Assets: | |
| Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | 0 |
| Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | |
| Liabilities: | |
| Warrant Liability | 0 |
| Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | |
| Liabilities: | |
| Warrant Liability | 0 |
| Significant Other Observable Inputs (Level 3) [Member] | |
| Assets: | |
| Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | 0 |
| Significant Other Observable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | |
| Liabilities: | |
| Warrant Liability | 11,026,051 |
| Significant Other Observable Inputs (Level 3) [Member] | Public Warrants [Member] | |
| Liabilities: | |
| Warrant Liability | $ 0 |
Fair Value Measurements - Summary Of Public Warrants and the Black-Scholes-Merton model (Detail) |
Sep. 30, 2021
yr
|
Jan. 12, 2021
yr
|
|---|---|---|
| Public Warrants [Member] | Measurement Input, Share Price [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants and Rights Outstanding, Measurement Input | 10.00 | |
| Public Warrants [Member] | Measurement Input, Exercise Price [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants and Rights Outstanding, Measurement Input | 11.50 | |
| Public Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants and Rights Outstanding, Measurement Input | 26.9 | |
| Public Warrants [Member] | Measurement Input, Expected Term [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants and Rights Outstanding, Measurement Input | 5.00 | |
| Public Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants and Rights Outstanding, Measurement Input | 0.00 | |
| Public Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants and Rights Outstanding, Measurement Input | 1.21 | |
| Private Placement Warrants [Member] | Measurement Input, Share Price [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants and Rights Outstanding, Measurement Input | 9.91 | 9.59 |
| Private Placement Warrants [Member] | Measurement Input, Exercise Price [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
| Private Placement Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants and Rights Outstanding, Measurement Input | 29.0 | 26.0 |
| Private Placement Warrants [Member] | Measurement Input, Expected Term [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants and Rights Outstanding, Measurement Input | 5.00 | 5.00 |
| Private Placement Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants and Rights Outstanding, Measurement Input | 0.00 | 0.00 |
| Private Placement Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants and Rights Outstanding, Measurement Input | 0.98 | 1.21 |
Fair Value Measurements - Summary of Changes in Fair Value of the Warrant Liabilities (Detail) - Private Placement Warrants [Member] - Warrants [Member] - Level 3 [Member] - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Sep. 30, 2021 |
Jun. 30, 2021 |
Mar. 31, 2021 |
|
| Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
| Fair value at Beginning | $ 10,426,690 | $ 8,823,370 | $ 0 |
| Initial measurement | 9,027,379 | ||
| Change in valuation inputs or other assumptions | 599,361 | 1,603,320 | (204,009) |
| Fair value at End | $ 11,026,051 | $ 10,426,690 | $ 8,823,370 |
Fair Value Measurements - Additional Information (Detail) |
Sep. 30, 2021
USD ($)
|
|---|---|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
| Assets held in trust non current | $ 253,782,146 |
| US Treasury Securities [Member] | |
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
| Assets held in trust non current | $ 253,782,146 |
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