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 ofincorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
(Address of Principal Executive Offices) |
(Zip Code) | |||
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Large accelerated filer |
☐ |
Accelerated filer |
☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
| Emerging growth company | ||||||
| ASSETS |
||||
| Cash and cash equivalents |
$ | |||
| Prepaid expenses |
||||
| |
|
|||
| Total current assets |
||||
| Cash held in Trust Account |
||||
| Other assets |
||||
| |
|
|||
| Total assets |
$ |
|||
| |
|
|||
| LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT |
||||
| Current liabilities: |
||||
| Accounts payable |
$ | |||
| Franchise tax payable |
||||
| Accrued offering and formation costs |
||||
| Advances from related party |
||||
| |
|
|||
| Total current liabilities |
||||
| Deferred underwriting fees payable |
||||
| Class K Founder Shares derivative liability |
||||
| |
|
|||
| Total liabilities |
||||
| |
|
|||
| Commitments and Contingencies (Note 6) |
||||
| Class A common stock subject to possible redemption, redemption value |
||||
| Stockholders’ Deficit: |
||||
| Preferred stock, $ |
||||
| Class A common stock, $ |
||||
| Class B common stock, $ |
||||
| Additional paid-in capital |
||||
| Accumulated deficit |
( |
) | ||
| |
|
|||
| Total stockholders’ deficit |
( |
) | ||
| |
|
|||
| Total Liabilities, Common Stock Subject to Possible Redemption, and Stockholders’ Deficit |
$ |
|||
| |
|
| Formation costs |
$ | |||
| General and administrative expenses |
||||
| Franchise tax expense |
||||
| |
|
|||
| Loss from operations |
( |
) | ||
| |
|
|||
| Financing expenses on derivative classified instrument |
( |
) | ||
| Change in fair value of derivative liabilities |
||||
| |
|
|||
| Net loss |
$ |
( |
) | |
| |
|
|||
| Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted |
||||
| Basic and diluted net loss per share, Class A common stock subject to possible redemption |
$ | ( |
||
| Weighted average shares outstanding of Class A non-redeemable common stock, basic and diluted |
||||
| Basic and diluted net loss per share, Class A non-redeemable common stock |
$ | ( |
||
| Weighted average shares outstanding Class B non-redeemable common stock, basic and diluted |
||||
| Basic and diluted net loss per common stock, Class B |
$ | ( |
Common Stock Subject to Possible Redemption |
Common Stock |
|||||||||||||||||||||||||||||||||||
Class A |
Class A |
Class B |
||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Additional Paid-In Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
||||||||||||||||||||||||||||
| Balance as of January 29, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
$ |
||||||||||||||||||||||||||||||
| Issuance of common stock to Sponsor |
— | — | — | — | — | |||||||||||||||||||||||||||||||
| Sale of Public Shares, net of $ |
— |
— |
— | — | — | |||||||||||||||||||||||||||||||
| Sale of Private Placement Shares |
— |
— |
— | — | — | |||||||||||||||||||||||||||||||
| Accretion of Class A Common Stock to redemption value |
— |
— | — | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||
| Net loss |
— | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Balance as of March 31, 2021 |
$ |
$ |
$ |
$ |
$ ( |
$ |
( |
) | ||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Cash Flows from Operating Activities |
||||
| Net loss |
$ | ( |
||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||
| Financing expenses on derivative classified instrument |
||||
| Change in fair value of derivative liabilities |
( |
) | ||
| Changes in operating assets and liabilities |
||||
| Prepaid expenses and other assets |
( |
) | ||
| Accounts payable and 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 Public Shares, net of transactions costs |
||||
| Proceeds from Private Placement shares |
||||
| Sponsor contribution for class B and K common stock |
||||
| Advances from related party |
||||
| |
|
|||
| Net cash provided by financing activities |
||||
| |
|
|||
| Net increase in cash |
||||
| Cash - beginning of period |
||||
| |
|
|||
| Cash - end of period |
$ |
|||
| |
|
|||
| Supplemental disclosure of noncash investing and financing activities: |
||||
| Deferred underwriting fees payable |
$ |
As of March 31, 2021 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
| Balance Sheet |
||||||||||||
| Total assets |
$ | $ | ( |
) | $ | |||||||
| |
|
|
|
|
|
|||||||
| Liabilities, common stock subject to possible redemption, and stockholders’ equity (deficit) |
||||||||||||
| Total current liabilities |
$ | $ | $ | |||||||||
| Deferred underwriting fees payable |
||||||||||||
| Class K Founder Shares derivative liability |
— | |||||||||||
| |
|
|
|
|
|
|||||||
| Total liabilities |
||||||||||||
| Class A common stock, $ |
||||||||||||
| Stockholders’ equity (deficit) |
||||||||||||
| Preferred stock - $ |
||||||||||||
| Class A common stock - $ |
( |
) | ||||||||||
| Class B common stock - $ par value |
||||||||||||
| Class K common stock - $ |
( |
) | ||||||||||
| Additional paid-in-capital |
( |
) | ||||||||||
| Accumulated deficit |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Total stockholders’ equity (deficit) |
( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|||||||
| Total liabilities, common stock subject to possible redemption, and stockholders’ equity (deficit) |
$ | $ | ( |
) | $ | |||||||
| |
|
|
|
|
|
|||||||
Period From January 29 (Inception) Through March 31, 2021 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
| Statement of Operations |
||||||||||||
| Loss from operations |
$ | ( |
) | $ | — | $ | ( |
) | ||||
| Financing expenses on derivative classified instrument |
— | ( |
) | ( |
) | |||||||
| Change in fair value of derivative liabilities |
— | |||||||||||
| Net loss |
$ | ( |
) | $ | ( |
) | ( |
) | ||||
| |
|
|
|
|
|
|||||||
| Weighted average shares outstanding of Class A common stock subject to possible redemption |
||||||||||||
| Basic and diluted net loss per common stock, Class A |
$ | $ | ( |
) | $ | ( |
) | |||||
| Weighted average shares outstanding of Class A non-redeemable common stock |
— |
|||||||||||
| Basic and diluted net loss per common stock, Class A |
$ | $ | ( |
) | $ | ( |
) | |||||
| Weighted average shares outstanding of Class B non-redeemable common stock |
||||||||||||
| Basic and diluted net loss per common stock, Class B |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Period From January 29 (Inception) Through March 31, 2021 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
Statement of Cash Flows |
||||||||||||
Net loss |
$ | ( |
) |
$ | ( |
) | $ | ( |
) | |||
Financing expenses on derivative classified instrument |
— | |||||||||||
Change in fair value of derivative liabilities |
— | ( |
) | ( |
) | |||||||
Changes in operating assets and liabilities |
||||||||||||
Prepaid expenses and other assets |
( |
) | $ | ( |
) | |||||||
Accounts payable and accrued expenses |
$ | |||||||||||
Net cash used in operating activities |
( |
) | $ |
( |
) | |||||||
Cash Flows from financing activities |
||||||||||||
Proceeds from sale of Public Shares, net of transaction costs |
( |
) | ||||||||||
Advances from related party |
||||||||||||
Payment of offering costs |
( |
) | — | |||||||||
Net cash provided by financing activities |
( |
) | ||||||||||
Inception-to-Date, March 31, 2021 |
Class A subject to possible redemption |
Class A |
Class B |
|||||||||
Allocation of undistributable losses |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Net income/(loss) to common stock |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Weighted average shares outstanding, basic and diluted |
||||||||||||
Basic and diluted net loss per share |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Description |
Level |
March 31, 2021 |
||||||
| Assets: |
||||||||
| Marketable securities held in Trust Account |
1 | $ | ||||||
| |
|
|
|
|||||
| Liabilities: |
||||||||
| Derivative liability – Class K Founder Shares |
3 | $ | ||||||
| |
|
|
|
|||||
| Input |
January 29, 2021 (Inception) |
March 31, 2021 |
||||||
| Risk-free interest rate |
% | % | ||||||
| Term to business combination |
||||||||
| Expected volatility |
% | % | ||||||
| Stock Price |
$ | $ | ||||||
| Class K Common Derivative Liability |
||||
| Fair value, January 29, 2021 (inception) |
$ | |||
| Change in fair value of Class K Founder Shares liability |
( |
) | ||
| |
|
|||
| Fair value, March 31, 2021 |
$ |
|||
| |
|
|||
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
| * | Filed herewith. |
| ** | Furnished. |
| (1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on March 30, 2021 and incorporated by reference herein. |
KHOSLA VENTURES ACQUISITION CO. II | ||||||
| Date: September 10, 2021 | By: | /s/ Peter Buckland | ||||
| Name: | Peter Buckland | |||||
| Title: | Chief Financial 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, Samir Kaul, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Khosla Ventures Acquisition Co. II; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under 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) | 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 |
| c) | 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: September 10, 2021 | By: | /s/ Samir Kaul | ||||
| Samir Kaul | ||||||
| Chief Executive Officer and Director | ||||||
| (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, Peter Buckland, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Khosla Ventures Acquisition Co. II; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under 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) | 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 |
| c) | 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: September 10, 2021 | By: | /s/ Peter Buckland | ||||
| Peter Buckland | ||||||
| Chief Financial Officer | ||||||
| (Principal Accounting and Financial Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Khosla Ventures Acquisition Co. II (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Samir Kaul, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
| Date: September 10, 2021 | By: | /s/ Samir Kaul | ||||
| Samir Kaul | ||||||
| Chief Executive Officer and Director | ||||||
| (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 Khosla Ventures Acquisition Co. II (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Peter Buckland, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
| Date: September 10, 2021 | By: | /s/ Peter Buckland | ||||
| Peter Buckland | ||||||
| Chief Financial Officer | ||||||
| (Principal Accounting and Financial Officer) |
Balance Sheet (Parenthetical) |
Mar. 31, 2021
$ / shares
shares
|
|---|---|
| Temporary Equity, Redemption Price Per Share | $ / shares | $ 10.00 |
| Preferred Stock Par Value Per Share | $ / shares | $ 0.0001 |
| Preferred Stock Shares Authorized | 1,000,000 |
| Preferred Stock Shares Issued | 0 |
| Preferred Stock Shares Outstanding | 0 |
| Common Class A [Member] | |
| Common stock subject to possible redemption | 41,634,412 |
| Temporary Equity, Redemption Price Per Share | $ / shares | $ 10.00 |
| Common Stock Par Value Per Share | $ / shares | $ 0.0001 |
| Common Stock Shares Authorized | 200,000,000 |
| Common Stock Shares Issued | 1,132,688 |
| Common Stock Shares Outstanding | 1,132,688 |
| Common Class B [Member] | |
| Common Stock Par Value Per Share | $ / shares | $ 0.0001 |
| Common Stock Shares Authorized | 30,000,000 |
| Common Stock Shares Issued | 5,000,000 |
| Common Stock Shares Outstanding | 5,000,000 |
Statement of Changes in Stockholders' Equity - 2 months ended Mar. 31, 2021 - USD ($) |
Total |
Private Placement |
Class A Common Stock |
Class A Common Stock
Private Placement
|
Class B Common Stock |
Common Stock Subject To Possible Redemption |
Common Stock Subject To Possible Redemption
Class A Common Stock
|
Additional Paid-in Capital |
Additional Paid-in Capital
Private Placement
|
Accumulated Deficit |
|---|---|---|---|---|---|---|---|---|---|---|
| Beginning balance at Jan. 28, 2021 | $ 0 | |||||||||
| Beginning Balance (in shares) at Jan. 28, 2021 | 0 | 0 | 0 | |||||||
| Issuance of common stock to Sponsor | 12,500 | $ 500 | $ 12,000 | |||||||
| Issuance of common stock to Sponsor, shares | 5,000,000 | |||||||||
| Sale of Public Shares, net of $23,576,984 issuance costs | 0 | $ 392,767,136 | 0 | |||||||
| Sale of Public Shares, net of $23,576,984 issuance costs , shares | 41,634,412 | |||||||||
| Sale of Private Placement Shares | $ 11,326,880 | $ 113 | $ 11,326,767 | |||||||
| Sale of Private Placement Shares, shares | 1,132,688 | |||||||||
| Accretion of Class A Common Stock to redemption value | (23,576,984) | $ 23,576,984 | (11,338,767) | $ (12,238,217) | ||||||
| Net loss | (13,678,611) | $ (164,295) | $ (7,517,966) | $ (5,996,350) | (13,678,611) | |||||
| Ending balance at Mar. 31, 2021 | $ (25,916,215) | $ 113 | $ 500 | $ 416,344,120 | $ 0 | $ (25,916,828) | ||||
| Ending Balance (in shares) at Mar. 31, 2021 | 1,132,688 | 5,000,000 | 41,634,412 |
Statement of Changes in Stockholders' Equity (Parenthetical) |
2 Months Ended |
|---|---|
|
Mar. 31, 2021
USD ($)
| |
| Public Shares | |
| Stock issuance costs | $ 23,576,984 |
Description of Organization, Business Operations, Going Concern |
2 Months Ended |
|---|---|
Mar. 31, 2021 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Description of Organization, Business Operations, Going Concern | Note 1 — Description of Organization, Business Operations, Going Concern Khosla Ventures Acquisition Co. II (the “Company”) is a blank check company incorporated in Delaware on January 29, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from January 29, 2021 (inception) through March 31, 2021 relates to the Company’s formation and Initial Public Offering (the “Initial Public Offering”) described below. The Company has selected December 31 as its fiscal year end. On March 26, 2021, the Company consummated its Initial Public Offering of 40,000,000 shares of Class A common stock of the Company, par value $0.0001 per share (each, a “Public Share”), excluding additional Public Shares sold pursuant to the partial exercise of the underwriters’ option to purchase additional Public Shares to cover over-allotments. The Public Shares were sold at a price of $10.00 per Public Share, generating gross proceeds to the Company of $400,000,000, which is described in Note 4. On March 26, 2021, the Company’s underwriters exercised in part their option to purchase additional Public Shares in connection with its Initial Public Offering. The underwriters exercised their option to purchase an additional 1,634,412 Public Shares from the Company at a price of $10.00 per share less the underwriting discount. In total, the Company sold 41,634,412 Public Shares in connection with its Initial Public Offering. The Underwriters designate March 30, 2021 as the settlement date for such additional Public Shares pursuant to the Underwriting Agreement. Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 1,100,000 Private Placement Shares at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of $11,000,000 . In connection with the underwriters’ partial exercise of their over-allotment option, we also consummated the sale of an additional 32,688 Private Placement Shares at $10.00 per Private Placement Share, generating additional proceeds of $326,880. Total gross proceeds from the sale of Private Placement Shares was $11,326,880 as of March 31, 2021. Following the closing of the Initial Public Offering on March 26, 2021 and the partial exercise of the underwriters’ overallotment option on March 30, 2021, an amount of $416,344,120 ($10 per Public Share) of the proceeds from the Initial Public Offering, including $14,572,044 of the underwriters’ deferred discount was placed in a U.S.-based Trust Account at Goldman Sachs, maintained by Continental Stock Transfer & Trust Company, LLC, acting as trustee. On March 26, 2021, an additional $163,440 was placed in the Trust Account, comprised of prepaid proceeds from the sale of additional Private Placement Shares issued pursuant to the exercise of the underwriters’ over-allotment option, which subsequently settled on March 30, 2021. Except with respect to interest earned on the funds in the Trust Account that may be released to the Company to pay its franchise and income taxes and expenses relating to the administration of the Trust Account, the proceeds from the Initial Public Offering and the Private Placements held in the Trust Account will not be released until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of its obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the Initial Public Offering or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity, and (c) the redemption of all of the Company’s public shares if it is unable to complete its business combination within 24 months from the closing of the Initial Public Offering, subject to applicable law. 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 Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding 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 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.00 per Public Share sold in the Initial Public Offering, including the proceeds from the sale of the private placement shares and the sale of forward purchase shares, will be held in a Trust Account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company will provide its holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). 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 6). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. 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 the amended and restated certificate of incorporation, which was adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transactions 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 transaction. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 6) 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 will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a 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 (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in (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 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 prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims . The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except 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 March 31, 2021, the Company had $1,685,423 in its operating bank account, $416,344,118 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital of $1,616,759. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date these condensed financial statements were issued. These condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Prior to the consummation of the IPO, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares to the Sponsor, and a $300,000 promimssory note payable to the Sponsor. Subsequent to the consummation of the Initial Public Offering, the Company received the net proceeds not held in the Trust Account of $3,000,000. 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 Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loan, 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, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into shares of the post-transaction company at $10.00 per share at the option of the lender. As of March 31 , 2021, the Company has no borrowings under the Working Capital Loans. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty . |
Restatement and Revision of Previously Issued Financial Statements |
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| Accounting Changes and Error Corrections [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restatement and Revision of Previously Issued Financial Statements | Note 2 — Restatement and Revision of Previously Issued Financial Statements Subsequent to filing of its Form 10-Q, the Company identified errors in its historical financial statements related to the accounting for the Class A common stock and the Class K Founder Shares. Because the Class A common stock issued in the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside of the Company’s control, the Company should have classified all of these redeemable shares in temporary equity and remeasured these redeemable shares to their redemption value (i.e., $10.00 per share) as of the end of the first reporting period after the date of the Company’s Initial Public Offering. The Company also concluded that it incorrectly accounted for the Class K Founder Shares as permanent equity versus a derivative liability and incorrectly accounted for certain items on the cash flow statement. The tables below summarize the effects of the restatement on the condensed balance sheet as of March 31, 2021, and on the condensed statements of operations and cash flows for the period from January 29, 2021 (inception) through March 31, 2021.
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Summary of Significant Accounting Policies (As Restated) |
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| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies (As Restated) Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial statements, operating results and cash flows for the periods presented. The interim results for the period ended March 31, 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,685,423 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of March 31, 2021. Cash Held in Trust Account As of March 31, 2021, the Company had $416,344,118 in cash held in the Trust Account. Common Stock Subject to Possible Redemption (As Restated) The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature contains certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption are classified as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Accordingly, as of March 31, 2021, 41,634,412 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 balance sheet. The Class A common stock subject to possible redemption are subject to the subsequent measurement guidance in ASC Topic 480-10-S99. paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. From the period beginning January 29, 2021 (inception) through March 31, 2021, the Company recorded an accretion of $23,576,984, of which $11,338,767 was recorded in additional paid-in capital and $12,238,217 was recorded in accumulated deficit. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of March 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. Derivative Financial Instruments The Company accounts for derivative financial instruments 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 upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820 approximates the carrying amounts represented in the balance sheet. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Offering Costs Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to temporary equity upon completion of the Initial Public Offering. Offering costs were $23,576,984 for the period from January 29, 2021 (inception) through March 31, 2021. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2021, the deferred tax asset is de minimis. ASC Topic 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’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 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. Net Loss Per Share of Common Stock (As Restated) The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock shares subject to forfeiture. Class K Founder Shares will convert into Class A common stock after the initial Business Combination only to the extent certain triggering events occur prior to the 10 th anniversary of the initial Business Combination, including three equal triggering events based on the Company’s stock trading at $20.00, $25.00 and $30.00 per share following the first anniversary of the closing of the initial Business Combination and also upon specified strategic transactions. The Company has not considered the effect of the Class K Founder Shares in the calculation of diluted loss per share since the conversion of Class K Founder Shares into Class A common stock is contingent upon the occurrence of future events. Class B Founder Shares and Private Placement Shares are included in the calculation of non-redeemable earnings per share. The Company’s statement of operations includes a presentation of income (loss) per share for shares of common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. With respect to the accretion of the Class A common stock subject to possible redemption and consistent with ASC Topic 480-10-S99-3A, A reconciliation of net loss per common stock is as follows:
Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements. |
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Initial Public Offering |
2 Months Ended |
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Mar. 31, 2021 | |
| Stockholders' Equity Note [Abstract] | |
| Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 40,000,000 Public Shares at a purchase price of $10.00 per Public Share, excluding Public Shares sold pursuant to the partial exercise of the underwriters’ option to purchase additional Public Shares to cover over-allotments (See Note 6 ). |
Related Party Transactions |
2 Months Ended |
|---|---|
Mar. 31, 2021 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Note 5 — Related Party Transactions Advances From Related Party (As Restated) On February 8, 2021, the Company issued a promissory note (the “Promissory Note”) to the Sponsor and an affiliate of the Sponsor, 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 (i) December 31, 2021 and (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note at March 31, 2021 was $129,986. Founder Shares On January 29, 2021, the Sponsor acquired 10,000,000 Founder Shares (the “Founder Shares”) for an aggregate purchase price of $25,000, consisting of 5,000,000 Class B Founder Shares (also known as “Class B common stock”) and 5,000,000 Class K Founder Shares (also known as “Class K common stock”). Prior to the initial investment in the company of $25,000 by the Sponsor, the Company had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. On March 10, 2021, the Sponsor entered into a security assignment agreement with three of the Company’s independent directors and assigned 120,000 shares of Class B Founder Shares at an aggregate price of $300. Class B Founder Shares The Class B Founder Shares will automatically convert into shares of Class A common stock on the first business day following the completion of our initial business combination, at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Class B Founder Shares will equal, in the aggregate on an as-converted basis, 15% of the sum of (i) the total number of all shares of Class A common stock issued and outstanding upon completion of this offering (including any over-allotment shares if the underwriters exercise their overallotment option), plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion of the Class B Founder Shares plus (iii) unless waived, 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 (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding (x) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial business combination, (y) any shares of Class A common stock issuable upon conversion of the Class K Founder Shares and (z) any Private Placement Shares. Prior to our initial business combination, only holders of shares of our Class B Founder Shares will be entitled to vote on the appointment of directors. Class K Founder Shares (As Restated) The Class K founder shares will convert into shares of Class A common stock after the initial business combination only to the extent certain triggering events occur prior to the 10th anniversary of the initial business combination, including three equal triggering events based on our stock trading at $20.00, $25.00 and $30.00 per share following the first anniversary of the closing of our initial business combination and also upon specified strategic transactions, in each case, as described in this prospectus. The Class K founder shares will be convertible into shares of Class A common stock at a ratio such that the number of shares of Class A common stock issuable upon conversion of all founder shares (including both Class B founder shares and Class K founder shares) will equal, in the aggregate on an as-converted basis, 30% of the sum of (i) the total number of all shares of Class A common stock issued and outstanding upon completion of this offering (including any over-allotment shares if the underwriters exercise their overallotment option), plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion of the Class B founder shares and Class K founder shares plus (iii) unless waived, 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 (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding (x) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial business combination and (y) any Private Placement Shares. Prior to our initial business combination, only holders of shares of our Class B Founder Shares were entitled to vote on the appointment of directors. The Company’s previously issued Amended Filing of Form 10-Q classified Class K Founder Shares as a component of stockholders’ equity. Upon reassessment, the Company determined that there was an error in the accounting treatment as Class K Founder Shares has features that preclude it from such classification. The correction of this error is reflected in Note 2 to these unaudited condensed financial statements. Working Capital Loans 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. To date, the Company had no borrowings under the Working Capital Loans. Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Sponsor has purchased 1,100,000 Class A common stock at a price of $ 10.00 per stock in a private placement for an aggregate purchase price of $ . In connection with the underwriters’ partial exercise of their over- allotment option that closed on March 30, 2021, the Company also consummated the sale of an additional 32,688 Private Placement Shares at $10.00 per Private Placement Share, generating total proceeds of $326,880. The total proceeds from the sale of Private Placement Shares is $11,326,880. The Private Placement Shares are identical to the shares of Class A common stock sold in this offering, subject to certain limited exceptions. The Private Placement Shares holders do not have the option to redeem their Class A shares and as a result, the proceeds received in connection with the Initial Public Offering are excluded from temporary equity. The par value of these shares and related additional paid in capital are classified as permanent equity in the Company’s financial statements. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial business combination. Forward Purchase Agreement The Company has entered into a forward-purchase agreement pursuant to which the Sponsor agreed to purchase an aggregate of up to 1,000,000 shares of our Class A common stock (the “forward-purchase shares”) for $10.00 per share, or an aggregate maximum amount of $10,000,000, in a private placement that would close simultaneously with the closing of the initial business combination. The proceeds from the sale of these forward-purchase shares, together with the amounts available to the Company from the Trust Account (after giving effect to any redemptions of public shares) and any other equity or debt financing obtained by the Company in connection with the business combination, will be used to satisfy the cash requirements of the business combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes. To the extent that the amounts available from the Trust Account and other financing are sufficient for such cash requirements, the Khosla Entities may purchase less than 1,000,000 forward-purchase shares. The forward-purchase shares would be identical to the public shares being sold in this offering, except the forward-purchase shares would be subject to transfer restrictions and certain registration rights, as described herein. The Company performed an assessment in accordance with ASC Topic 480 and ASC Topic 815 to conclude whether the forward-purchase shares constitute a liability and a derivative such that it will be fair valued separately from the Company’s common stock. The Company concludes that the forward-purchase shares should be equity-classified and its embedded features should not be bifurcated. |
Commitments & Contingencies |
2 Months Ended |
|---|---|
Mar. 31, 2021 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments & Contingencies | Note 6 — Commitments & Contingencies Registration Rights The holders of the Founder Shares and Private Placement Shares are entitled to registration rights pursuant to the registration agreement signed prior to the consummation of the Initial Public Offering. The holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statements to become effective until termination of the applicable lock-up period. Underwriting Agreement The Company granted the underwriters an option to cover over-allotments and for market stabilization purposes. The over-allotment option entitled the underwriters to purchase on a pro rata basis up to 6,000,000 additional Public Shares at the Initial Public Offering price, less the underwriting discounts and commissions. On March 26, 2021, the Company’s underwriters exercised in part their option to purchase additional Public Shares in connection with its Initial Public Offering. The underwriters exercised their option to purchase an additional 1,634,412 Public Shares from the Company at a price of $10.00 per share less the underwriting discount. In total, the Company sold 41,634,412 Public Shares in connection with its Initial Public Offering. This transaction settled on March 30, 2021. The underwriters are entitled to a deferred fee of $14,572,044. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Equity (As Restated) |
2 Months Ended |
|---|---|
Mar. 31, 2021 | |
| Equity [Abstract] | |
| Stockholders' Equity (As Restated) | Note 7 — Stockholders’ Deficit (As Restated) Preferred Stoc k Class A Common Stock Holders of the Company’s Class A common stock are entitled to one vote for each share. At March 31, 2021, there were 1,132,688 shares of Class A common stock issued and outstanding, excluding 41,634,412 shares of common stock subject to possible redemption. Class Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Except as described below, holders of Class A common stock and holders of Class B Founder Shares will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law. |
Fair Value Measurements |
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| Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2021 including the fair value hierarchy of the valuation input s that the Company utilized to determine such fair value.
Class K Founder Shares Liability Class K Founder Shares is accounted for as a liability in accordance with ASC Topic 815 and presented as derivative liability on the accompanying March 31, 2021 balance sheet. The derivative liability was measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of derivative liability in the statement of operations. In order to capture the market conditions associated with the Class K Founder Shares liability, the Company applied an approach that incorporated a Monte Carlo simulation, which involved random iterations of future stock-price paths over the contractual life of the Class K Founder Shares. Based on assumptions regarding potential changes in control of the Company, and the probability distribution of outcomes, the payoff to the holder was determined based on the achievement of the various market thresholds within each simulated path. The present value of the payoff in each simulated trial is calculated, and the fair value of the liability is determined by taking the average of all present values. The key inputs into the Monte-Carlo simulation model for Class K Founder Shares were as follows as of March 31, 2021:
The following table presents a summary of the changes in the fair value of the Class K Founder Shares liability, a Level 3 liability, measured on a recurring basis, as of March 31, 2021:
There were no transfers to and from Levels 1, 2, and 3 from the period beginning January 29, 2021 through March 31, 2021. |
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Subsequent Events |
2 Months Ended |
|---|---|
Mar. 31, 2021 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 9 — Subsequent Events The On April 7, 2021, the Company paid off the balance of the promissory note to the Sponsor in the amount of $124,686, (Note 5) resulting in a balance of $5,300 remaining on the note. On July 6, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nextdoor, Inc., a Delaware corporation (“Nextdoor”), and Lorelei Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of KVSB (“Merger Sub”). On July 6, 2021, concurrently with the execution of the Merger Agreement, we entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have independently subscribed for an aggregate of 27 million shares of Class A common stock for an aggregate purchase price equal to $270 million (the “PIPE Investment”). The PIPE Investment will be consummated substantially concurrently with the consummation of the transactions contemplated by the Merger Agreement. |
Summary of Significant Accounting Policies (As Restated) (Policies) |
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| Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial statements, operating results and cash flows for the periods presented. The interim results for the period ended March 31, 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
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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 had $1,685,423 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of March 31, 2021. |
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| Cash Held in Trust Account | Cash Held in Trust Account As of March 31, 2021, the Company had $416,344,118 in cash held in the Trust Account. |
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| Common Stock Subject to Possible Redemption (As Restated) | Common Stock Subject to Possible Redemption (As Restated) The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature contains certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption are classified as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Accordingly, as of March 31, 2021, 41,634,412 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 balance sheet. The Class A common stock subject to possible redemption are subject to the subsequent measurement guidance in ASC
Topic 480-10-S99. paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. From the period beginning January 29, 2021 (inception) through March 31, 2021, the Company recorded an accretion of $23,576,984, of which $11,338,767 was recorded in additional paid-in capital and $12,238,217 was recorded in accumulated deficit. |
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| Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of March 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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| Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. |
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| Fair Value Measurements | Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820 approximates the carrying amounts represented in the balance sheet. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
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| Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
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| Offering Costs | Offering Costs Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to temporary equity upon completion of the Initial Public Offering. Offering costs were $23,576,984 for the period from January 29, 2021 (inception) through March 31, 2021. |
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| Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2021, the deferred tax asset is de minimis. ASC Topic 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’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 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. |
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| Net Loss Per Share of Common Stock (As Restated) | Net Loss Per Share of Common Stock (As Restated) The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock shares subject to forfeiture. Class K Founder Shares will convert into Class A common stock after the initial Business Combination only to the extent certain triggering events occur prior to the 10 th anniversary of the initial Business Combination, including three equal triggering events based on the Company’s stock trading at $20.00, $25.00 and $30.00 per share following the first anniversary of the closing of the initial Business Combination and also upon specified strategic transactions. The Company has not considered the effect of the Class K Founder Shares in the calculation of diluted loss per share since the conversion of Class K Founder Shares into Class A common stock is contingent upon the occurrence of future events. Class B Founder Shares and Private Placement Shares are included in the calculation of non-redeemable earnings per share. The Company’s statement of operations includes a presentation of income (loss) per share for shares of common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. With respect to the accretion of the Class A common stock subject to possible redemption and consistent with ASC Topic 480-10-S99-3A, A reconciliation of net loss per common stock is as follows:
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| Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements. |
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Restatement and Revision of Previously Issued Financial Statements (Table) |
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Mar. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Changes and Error Corrections [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of reclassification of financial statements |
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Summary of Significant Accounting Policies (As Restated) (Table) |
2 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of reconciliation of net loss per common stock | A reconciliation of net loss per common stock is as follows:
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Fair Value Measurements (Table) |
2 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2021 including the fair value hierarchy of the valuation input s that the Company utilized to determine such fair value.
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| Summary of fair value measurement inputs and valuation techniques | The key inputs into the Monte-Carlo simulation model for Class K Founder Shares were as follows as of March 31, 2021:
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Initial Public Offering - Additional Information (Detail) - USD ($) |
2 Months Ended | |
|---|---|---|
Mar. 26, 2021 |
Mar. 31, 2021 |
|
| Shares issued, price per share | $ 10.00 | |
| Proceeds from issuance of private placement | $ 11,326,880 | |
| Assets held in trust | $ 16,344,118 | |
| Class A Common Stock | ||
| Sale of private placement shares,Shares | 41,634,412 | |
| Common stock par value per share | $ 0.0001 | |
| IPO | ||
| Sale of private placement shares,Shares | 416,344,120 | |
| Shares issued, price per share | $ 10.00 | |
| IPO | Class A Common Stock | ||
| Sale of private placement shares,Shares | 40,000,000 | |
| Common stock par value per share | $ 0.0001 | |
| Shares issued, price per share | $ 10.00 | |
| Over-Allotment Option | Class A Common Stock | ||
| Sale of private placement shares,Shares | 1,634,412 | |
| Shares issued, price per share | $ 10.00 | |
| Private Placement | Class A Common Stock | ||
| Sale of private placement shares,Shares | 1,100,000 | 1,132,688 |
| Common stock par value per share | $ 0.0001 | |
| Proceeds from issuance of private placement | $ 11,000,000 |
Commitments & Contingencies - Additional Information (Detail) - USD ($) |
2 Months Ended | |
|---|---|---|
Mar. 26, 2021 |
Mar. 31, 2021 |
|
| Loss Contingencies [Line Items] | ||
| Deferred underwriting fees payable | $ 14,572,044 | |
| Over-Allotment Option | ||
| Loss Contingencies [Line Items] | ||
| Additional number of shares purchased | 6,000,000 | |
| Sale of stock, price per share | $ 10.00 | |
| Sale of stock, number of shares issued in transaction | 32,688 | |
| IPO | ||
| Loss Contingencies [Line Items] | ||
| Sale of stock, price per share | $ 10 | |
| IPO | Class A Common Stock | ||
| Loss Contingencies [Line Items] | ||
| Additional number of shares issued | 1,634,412 | |
| Sale of stock, price per share | $ 10.00 | |
| Sale of stock, number of shares issued in transaction | 41,634,412 |
Stockholders' Equity (As Restated) - Additional Information (Detail) |
Mar. 31, 2021
$ / shares
shares
|
|---|---|
| Preferred Stock Par Value Per Share | $ / shares | $ 0.0001 |
| Preferred Stock Shares Authorized | 1,000,000 |
| Preferred Stock Shares Issued | 0 |
| Preferred Stock Shares Outstanding | 0 |
| Class A Common Stock | |
| Common Stock Shares Authorized | 200,000,000 |
| Common Stock Par Value Per Share | $ / shares | $ 0.0001 |
| Common Stock Shares Issued | 1,132,688 |
| Common Stock Shares Outstanding | 1,132,688 |
| Common stock subject to possible redemption | 41,634,412 |
| Class B Common Stock | |
| Common Stock Shares Authorized | 30,000,000 |
| Common Stock Par Value Per Share | $ / shares | $ 0.0001 |
| Common Stock Shares Issued | 5,000,000 |
| Common Stock Shares Outstanding | 5,000,000 |
Fair Value Measurements - Summary of Assets That are Measured At Fair Value On a Recurring Basis (Detail) - Fair Value, Recurring [Member] |
Mar. 31, 2021
USD ($)
|
|---|---|
| Marketable Securities Held in Trust Account [Member] | Fair Value, Inputs, Level 1 [Member] | |
| Assets: | |
| Marketable securities held in Trust Account | $ 416,344,118 |
| Class K Founder Shares Liability [Member] | Fair Value, Inputs, Level 3 [Member] | |
| Liabilities: | |
| Derivative liability – Class K Founder Shares | $ 13,600,000 |
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Class K Founder Shares Liability [Member] |
Mar. 31, 2021
yr
|
Jan. 29, 2021
yr
|
|---|---|---|
| Risk-free interest rate [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Derivative Liability, Measurement Input | 1.78 | 1.16 |
| Term to business combination [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Derivative Liability, Measurement Input | 0.8 | 0.9 |
| Expected volatility [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Derivative Liability, Measurement Input | 13.0 | 21.0 |
| Stock Price [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Derivative Liability, Measurement Input | 10.08 | 10.00 |
Fair Value Measurements - Summary of Changes in the Fair Value Of the Class K Founder Shares Liability (Detail) - Class K Founder Shares Liability [Member] - Fair Value, Inputs, Level 3 [Member] |
2 Months Ended |
|---|---|
|
Mar. 31, 2021
USD ($)
| |
| Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
| Beginning balance, shares | $ 36,550,000 |
| Change in fair value of Class K Founder Shares liability | (22,950,000) |
| Ending balance, shares | $ 13,600,000 |
Fair Value Measurements - Additional Information (Detail) |
2 Months Ended |
|---|---|
|
Mar. 31, 2021
USD ($)
| |
| Fair Value Disclosures [Abstract] | |
| Fair value transfers to and from levels 1,2 and 3 | $ 0 |
Subsequent Events - Additional Information (Detail) - USD ($) |
Jul. 06, 2021 |
Apr. 07, 2021 |
Mar. 26, 2021 |
Mar. 31, 2021 |
|---|---|---|---|---|
| Subsequent Event [Line Items] | ||||
| Due to related parties, current | $ 129,986 | |||
| Common Class A [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Stock issued during period shares new issues | 41,634,412 | |||
| Subsequent Event [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Repayments of related party debt | $ 124,686 | |||
| Due to related parties, current | $ 5,300 | |||
| Subsequent Event [Member] | Subscription Agreement [Member] | PIPE Investment [Member] | Common Class A [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Stock issued during period shares new issues | 27,000,000 | |||
| Aggregate purchase price | $ 270,000,000 |