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 Number) | |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-fifth of one redeemable warrant |
The | |||
The | ||||
The |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
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30 |
ITEM 1. |
FINANCIAL STATEMENTS |
September 30, 2021 (Unaudited) |
December 31, 2020 |
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Assets |
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Current assets: |
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Cash |
$ | $ | ||||||
Prepaid expenses |
— | |||||||
Deferred offering costs associated with IPO |
— | |||||||
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Total current assets |
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Prepaid expenses, non-current |
— | |||||||
Cash and cash equivalents held in trust account |
— | |||||||
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Total assets |
$ |
$ | ||||||
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Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ (Deficit) Equity |
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Current liabilities: |
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Accounts payable and accrued expenses |
$ | $ | ||||||
Due to related party |
— | |||||||
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Total current liabilities |
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Derivative warrant liabilities |
— | |||||||
Deferred underwriters’ discount |
— | |||||||
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Total liabilities |
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Commitments and Contingencies |
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Class A Common stock subject to possible redemption, $ and |
— | |||||||
Stockholders’ deficit: |
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Preferred stock, $ or outstanding |
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Class B common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
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Total stockholders’ deficit |
( |
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Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ (Deficit) Equity |
$ | $ | ||||||
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For the three months ended September 30, 2021 |
For the nine months ended September 30, 2021 |
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Formation and operating costs |
$ | $ | ||||||
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Loss from operations |
( |
) | ( |
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Other income/(expense) |
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Interest income on Trust Account |
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Change in fair value of warrant liabilities |
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Offering expenses allocated to warrant issuance |
— | ( |
) | |||||
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Total other income |
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Net income |
$ | $ | ||||||
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Weighted average shares outstanding, basic and diluted - Class A common stock |
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Basic and diluted net income per common share – Class A common stock |
$ | $ | ||||||
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Weighted average shares outstanding, basic and diluted - Class B common stock |
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Basic and diluted net income per common share – Class B common stock |
$ | $ | ||||||
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Common Stock |
Additional |
Total |
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Class B |
Paid-In |
Accumulated |
Stockholders’ |
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Shares |
Amount |
Capital |
Deficit |
Equity (Deficit) |
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Balance as of December 31, 2020 |
$ |
$ |
$ |
( |
) |
$ |
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Forfeiture of Class B shares by Sponsor |
( |
) | ( |
) | — | — | ||||||||||||||
Accretion of Class A common stock to redemption amount |
— | — | ( |
) | ( |
) |
( |
) | ||||||||||||
Net loss |
— |
— |
— | ( |
) | ( |
) | |||||||||||||
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Balance as of March 31, 2021 |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | |||||||||||
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Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
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Balance as of June 30, 2021 |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | |||||||||||
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Net income |
— | — | — | |||||||||||||||||
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Balance as of September 30, 2021 |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | |||||||||||
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Cash Flows from Operating Activities: |
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Net income |
$ | |||
Adjustments to reconcile net income to net cash used in operating activities: |
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Interest earned on investments held in trust |
( |
) | ||
Change in fair value of warrant liabilities |
( |
) | ||
Offering costs allocated to warrants |
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Changes in current assets and current liabilities: |
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Prepaid expenses |
( |
) | ||
Accounts payable and accrued expenses |
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Due to related party |
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Net cash used in operating activities |
( |
) | ||
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Cash Flows from Investing Activities: |
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Investment of cash into trust account |
( |
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Net cash used in investing activities |
( |
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Cash Flows from Financing Activities: |
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Proceeds from Initial Public Offering, net of underwriters’ discount |
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Proceeds from issuance of Private Placement Warrants |
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Payments of offering costs |
( |
) | ||
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Net cash provided by financing activities |
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Net Change in Cash |
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Cash - Beginning |
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Cash - Ending |
$ | |||
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Supplemental Disclosure of Non-cash Financing Activities: |
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Deferred underwriters’ discount payable charged to temporary equity |
$ | |||
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As Previously Reported |
Adjustment |
As Restated |
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Condensed Balance Sheet as of June 30, 2021 |
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Class A common stock, $ per share |
$ | $ | $ | |||||||||
Class A common stock - $ |
( |
) | ||||||||||
Additional paid-in capital |
( |
) | ||||||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ||||||
Total stockholders’ equity (deficit) |
$ | $ | ( |
) | $ | ( |
) | |||||
Class A shares subject to possible redemption |
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Condensed Statement Of Operations for the Three and Six Months Ended June 30, 2021 |
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Basic and diluted net loss per common share – Class A common stock for the three months ended June 30, 2021 |
$ | $ | ( |
) | $ | ( |
) | |||||
Basic and diluted net loss per common share – Class B common stock for the three months ended June 30, 2021 |
( |
) | ( |
) | ||||||||
Basic and diluted net loss per common share – Class A common stock for the six months ended June 30, 2021 |
$ | $ | ( |
) | $ | ( |
) | |||||
Basic and diluted net loss per common share – Class B common stock for the six months ended June 30 , 2021 |
( |
) | ( |
) | ||||||||
Condensed Statement Of Cash Flows For The Six Months Ended June 30 , 2021 |
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Initial value of Class A common stock subject to possible redemption, as corrected |
$ |
$ |
( |
) | $ |
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Change in value of Class A common stock subject to possible redemption |
$ |
( |
) |
$ |
$ |
Condensed Balance Sheet as of March 31, 2021 |
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Class A common stock, $ per share |
$ | $ | $ | |||||||||
Class A common stock - $ |
( |
) | ||||||||||
Class B common stock - $ |
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Additional paid-in capital |
( |
) | ||||||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ||||||
Total stockholders’ equity (deficit) |
$ | $ | ( |
) | $ | ( |
) | |||||
Class A shares subject to possible redemption |
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Condensed Statement Of Operations For The Three Months Ended March 31, 2021 |
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Basic and diluted net loss per common share – Class A common stockfor the three months ended March 31, 2021 |
$ | $ | ( |
) | $ | ( |
) | |||||
Basic and diluted net loss per common share – Class B common stockfor the three months ended March 31, 2021 |
( |
) | ( |
) | ||||||||
Condensed Statement Of Cash Flows For The Three Months Ended March 31, 2021 |
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Initial value of Class A common stock subject to possible redemption, as corrected |
$ |
$ |
( |
) | $ |
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Change in value of Class A common stock subject to possible redemption |
$ |
( |
) |
$ |
$ |
Gross proceeds |
$ |
|||
Less: Proceeds allocated to Public Warrants |
( |
) | ||
Less: Class A common stock issuance costs |
( |
) | ||
Add: Accretion of carrying value to redemption value |
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Class A common stock subject to possible redemption |
$ |
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For the three months ended September 30, 2021 |
For the nine months ended September 30, 2021 |
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Class A |
Class B |
Class A |
Class B |
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Basic and diluted net income per share |
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Numerator: |
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Allocation of net income |
$ | $ | |
$ | $ | |||||||||||
Denominator |
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Weighted-average shares outstanding |
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Basic and diluted net income per share |
$ | $ | $ | $ |
• |
in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last sales price of the Class A common stock equals or exceeds $ |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the closing price of Class A common stock equals or exceeds $ |
• | if the closing price of Class A common stock for any |
• | 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. |
September 30, 2021 |
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Carrying Value |
Level 1 |
Level 2 |
Level 3 |
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Assets: |
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Cash and Cash equivalents held in Trust Account |
$ | $ | $ | — | $ | — | ||||||||||
Liabilities: |
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Warrant liabilities |
$ | $ | $ | — | $ |
September 30, 2021 |
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Stock price |
$ | |
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Strike price |
$ | |||
Term (in years) |
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Volatility |
% | |||
Risk-free rate |
% | |||
Dividend yield |
% |
Derivative warrant liabilities |
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Fair value at January 1, 2021 |
$ | |||
Initial value at IPO date |
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Change in fair value |
( |
) | ||
Transfer of Public warrants from Level 3 to Level 1 |
( |
) | ||
Fair Value at September 30, 2021 |
$ |
TISHMAN SPEYER INNOVATION CORP. II | ||||||||
By: | /s/ | |||||||
Name: | Paul A. Galiano | |||||||
Dated: December 20, 2021 | Title: | Chief Operating Officer, Chief Financial Officer and Director (Principal Accounting Officer) |
Exhibit 31.1
Certification of Principal Executive Officer
Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Robert J. Speyer, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 of Tishman Speyer Innovation Corp. II; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | [Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942]; |
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants third fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: December 20, 2021
/s/ Robert J. Speyer |
Robert J. Speyer |
Chief Executive Officer |
(Principal Executive Officer) |
Exhibit 31.2
Certification of Principal Financial Officer
Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Paul A. Galiano, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 of Tishman Speyer Innovation Corp. II; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | [Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942]; |
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants third fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: December 20, 2021
/s/ Paul A. Galiano |
Paul A. Galiano |
Chief Financial Officer |
(Principal Financial Officer) |
Exhibit 32.1
Certification of Principal Executive Officer
Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Robert J. Speyer, Chief Executive Officer of Tishman Speyer Innovation Corp. II (the Company), hereby certify, that, to my knowledge:
1. | the Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (the Report) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); 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: December 20, 2021
/s/ Robert J. Speyer |
Robert J. Speyer |
Chief Executive Officer |
(Principal Executive Officer) |
Exhibit 32.2
Certification of Principal Financial Officer
Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Paul A. Galiano, Chief Financial Officer of Tishman Speyer Innovation Corp. II (the Company), hereby certify, that, to my knowledge:
1. | the Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (the Report) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); 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: December 20, 2021
/s/ Paul A. Galiano |
Paul A. Galiano |
Chief Financial Officer |
(Principal Financial Officer) |
Condensed Balance Sheets (Parenthetical) - $ / shares |
Sep. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Temporary equity, redemption price per share | $ 10.00 | |
Preferred stock Par value | $ 0.0001 | $ 0.0001 |
Preferred stock share authorized | 2,500,000 | 2,500,000 |
Preferred Stock, Shares issued | 0 | 0 |
Preferred Stock, Shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption | 30,000,000 | 0 |
Temporary equity, redemption price per share | $ 10.00 | $ 10.00 |
Common stock, shares par value | $ 0.0001 | |
Common share authorized | 250,000,000 | |
Common share issued | 0 | 0 |
Common share outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common share authorized | 25,000,000 | 25,000,000 |
Common share issued | 7,500,000 | 8,625,000 |
Common share outstanding | 7,500,000 | 8,625,000 |
Condensed Statement of Operations - USD ($) |
3 Months Ended | 9 Months Ended |
---|---|---|
Sep. 30, 2021 |
Sep. 30, 2021 |
|
Formation and operating costs | $ 427,524 | $ 949,475 |
Loss from operations | (427,524) | (949,475) |
Other income/(expense) | ||
Interest income on trust account | 4,609 | 11,222 |
Change in fair value of warrant liabilities | 10,527,846 | 6,882,845 |
Offering expenses allocated to warrant issuance | (521,695) | |
Total other income | 10,532,455 | 6,372,372 |
Net income | 10,104,931 | 5,422,897 |
Common Class A [Member] | ||
Other income/(expense) | ||
Net income | $ 8,083,945 | $ 4,165,080 |
Weighted average shares outstanding, basic and diluted | 30,000,000 | 24,835,165 |
Basic and diluted net income per common share | $ 0.27 | $ 0.17 |
Common Class B [Member] | ||
Other income/(expense) | ||
Net income | $ 2,020,986 | $ 1,257,817 |
Weighted average shares outstanding, basic and diluted | 7,500,000 | 7,500,000 |
Basic and diluted net income per common share | $ 0.27 | $ 0.17 |
Organization and Business Operations |
9 Months Ended |
---|---|
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Tishman Speyer Innovation Corp. II (the “Company”) was incorporated in Delaware on November 12, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). While the Company may pursue an acquisition opportunity in any industry or geographic region, the Company intends to focus its search on identifying a prospective target that can benefit from the Company’s sponsor’s leading brand, operational expertise, and global network in the real estate industry, including real estate adjacent Proptech businesses. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has selected December 31 as its fiscal year end. As of September 30, 2021, the Company had not yet commenced any operations. All activity through September 30, 2021, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and subsequent to the IPO, to the Company’s search for a target to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on the proceeds derived from the IPO.The Company’s sponsor is Tishman Speyer Innovation Sponsor II, L.L.C. (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on February 11, 2021 (the “Effective Date”). On February 17, 2021, the Company consummated the IPO of 30,000,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “public share”), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is discussed in Note 4 . Simultaneously with the closing of the IPO, the Company consummated the sale of 5,333,334 warrants (the “Private Placement Warrant”), at a price of $1.50 per Private Placement Warrant, which is discussed in Note 5 . Transaction costs amounted to $17,018,662 consisting of $6,000,000 of underwriting fee, $10,500,000 of deferred underwriting fee and $518,662 of other offering costs. Of the total transaction cost s , $521,695 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to temporary equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Trust Account Following the closing of the IPO on February 17, 2021, an amount of $300,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the 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. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $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 shares of common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 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 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, 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, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, 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 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 IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity As of September 30, 2021, the Company had cash outside the Trust Account of $598,711 available for working capital needs. All remaining cash and cash equivalents held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination, to redeem common stock and to pay taxes. As of September 30, 2021, none of the amount in the Trust Account was withdrawn as described above. Through September 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares and the remaining net proceeds from the IPO and the sale of Private Placement Warrants. The Company anticipates that the $598,711 outside of the Trust Account as of September 30, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the condensed financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. 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, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.Risks and Uncertainties Management continues to evaluate the impact of the
COVID-19 pandemic on the industry 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 operations and/or the Company’s ability to consummate a Business Combination, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might results from the outcome of this uncertainty. |
Restatement of Previously Issued Financial Statements (As Restated) |
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Prior Period Adjustment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restatement of Previously Issued Financial Statements (As Restated) | Note 2 — Restatement of Previously Issued Financial Statements (As Restated) The Company historically classified a portion of the public shares as permanent equity to maintain stockholders’ equity in excess of $5,000,000 on the basis that the Company will consummate its Business Combination only if the Company has net tangible assets of at least $5,000,001. In connection with the preparation of the Company’s Form 10-Q for the quarterly period ended September 30, 2021, management re-evaluated the Company’s application of ASC 480-10-S99 After further consideration, management re-evaluated the impact of the reclassification of a portion of the public shares on the Company’s previously issued financial statements and, in consultation with the audit committee of the Company’s board of directors, concluded that the reclassification of a portion of the public shares is material with respect to certain of the Company’s previously issued financial statements and that such financial statements should be restated, as further described below. In connection with the restatement, the Company also corrected its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. The restatement had no impact on the Company’s liquidity or cash position. Impact of the Restatement The impact to the financial statements as of June 30, 2021 and March 31, 2021 is presented below:
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Significant Accounting Policies |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies | Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its IPO as filed with the SEC on February 12, 2021, as well as the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021, the interim results for the three months ended March 31, 2021 on Form 10-Q filed with the SEC on May 25, 2021 and the interim results for the three months ended June 30, 2021 on Form 10-Q filed with the SEC on August 12, 2021, in each case as restated in Note 2. The interim results for the three and nine months ended 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 Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires 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. Actual results could differ from those estimates. 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 Held in Trust Account The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. At September 30, 2021, the Trust Account had $300,011,222 held in cash and cash equivalents. During the three and nine months ended September 30, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. At December 31, 2020, the Company had no cash equivalents. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021 and December 31, 2020, the Company has not experienced losses on this account. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. 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 are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 30,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. At September 30, 2021 and December 31, 2020, the Class A common stock reflected in the balance sheets is reconciled in the following table:
Net Income per Common Share The Company has two classes of common shares , which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. Private and public warrants to purchase 11,333,334 Class A common stock at $11.50 per share were issued on February 17, 2021. No warrants were exercised during the three or nine months ended September 30, 2021. The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. Below is a reconciliation of the net income per share of common stock:
Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 temporary equity upon the completion of the IPO. Accordingly, on February 17, 2021, offering costs totaling $17,018,662 have been charged to temporary equity (consisting of $6,000,000 of underwriting fee, $10,500,000 of deferred underwriting fee and $518,695 of other offering costs). Of the total transaction costs , $521,695 was reclassified to expense as a non-operating expense in the statement of operations with the rest of the offering cost charged to temporary equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the condensed balance sheets, other than the derivative warrant liabilities. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its 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 815-15. The Company accounts for its 11,333,334 warrants issued in connection with its IPO and concurrent private placement as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. At February 17, 2021, the Company utilized a Monte Carlo simulation model to value the initial value of the public warrants and a Monte Carlo simulation model to value the private warrants. At September 30, 2021, the Company used the quoted stock price in the active market to value the public warrants and a Monte Carlo simulation model to value the private warrants with changes in fair value charged to the statements of operations.Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The tax provision for the three and nine months ended September 30, 2021 has been deemed to be de minimis , as well as the deferred tax assets as of September 30, 2021 and December 31, 2020. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In August 2020, the FASB issued Accounting Standard Update (the “ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own EquityManagement does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering |
9 Months Ended |
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Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering On February 17, 2021, the Company sold 30,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, par value $0.0001 per share
and one-fifth of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9). |
Private Placement Warrants |
9 Months Ended |
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Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Private Placement Warrants | Note 5 — Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,333,334 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $8,000,000. A portion of the proceeds from the Private Placement Warrants were added to the net proceeds from the IPO held in the Trust Account. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at $11.50 per share. The initial stockholders, including the Sponsor, have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s 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 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lock-up. |
Related Party Transactions |
9 Months Ended |
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Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares On November 18, 2020, the Sponsor paid an aggregate price of $25,000 in exchange for the issuance of 8,625,000 shares of Class B common stock (the “Founder Shares”). On November 24, 2020, the Sponsor forfeited 5,750,000 Founder Shares to the Company. On January 22, 2021, the Company effected a 2.5-for-1 1.2-for-1 . All share and per share amounts have been retrospectively restated to reflect the stock splits. The underwriters did not exercise the overallotment option, and as a result, the Sponsor forfeited The Company’s initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial business combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under “Principal Stockholders — Transfers of Founder Shares and Private Placement Warrants”. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. The Company refers to such transfer restrictions as the lock-up. Notwithstanding the foregoing, the founder shares will be released from the lockup if the closing price of the Company’s 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 20 trading days within any 30-trading day period commencing at least 150 days after the company’s initial business combination. Promissory Note — Related Party The Sponsor had agreed to loan the Company an aggregate of up to $300,000 to be used for the payment of costs related to the IPO. The promissory note was non-interest bearing, unsecured and was repaid at the closing of the IPO. As of September 30, 2021 and December 31, 2020, there was no outstanding balance under the note. The Company cannot make any additional draws under this promissory note. Administrative Support Agreement Commencing on the IPO and through the earlier of the consummation of the initial Business Combination and the Company’s liquidation, the Company will reimburse an affiliate of the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. For the three and nine months ended September 30, 2021, the Company has incurred $30,000 and $74,286 in expense under the support agreement, respectively. As of September 30, 2021, the Company has recorded a due from related party of $74,286. Working Capital 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 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. |
Commitments and Contingencies |
9 Months Ended |
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Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 — Commitments and Contingencies Registration Rights 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 and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration rights agreement will not provide for any maximum cash penalties nor any penalties connected with delays in registering the Company’s common stock. Underwriting Agreement On February 17, 2021, the underwriters were paid cash underwriting commissions of 2% of the gross proceeds of the IPO, totaling $6,000,000. In addition, $0.35 per unit, or approximately $10,500,000 in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred commissions 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 |
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Sep. 30, 2021 | |
Stockholders' Equity Note [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. Prior to the initial Business Combination, holders of Class B common stock will have the right to elect all of the Company’s directors and may remove members of the Company’s board of directors for any reason. On any other matter submitted to a vote of 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 the Company’s stockholders except as required by law or stock exchange rule. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, 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 |
Warrants |
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Sep. 30, 2021 | |||||||||||||||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | |||||||||||||||||||||||||||||||||
Warrants | Note 9 — Warrants 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 IPO; 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 a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless” basis, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the 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), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 10 trading day period starting on the trading day after the day on which the Company consummates the 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 of the Warrants 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 of the Warrants will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, 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. The Company may call the Public Warrants for redemption:
In addition, the Company may call the Public Warrants for redemption:
In no event will the Company be required to net cash settle any warrant. 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. |
Fair Value Measurements |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements | Note 10 — 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:
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:
As of December 31, 2020, there were no assets or liabilities that were measured at fair value on a recurring basis. At September 30, 2021, the Company use the quoted stock price in the active market to value the public warrants and a Monte Carlo simulation model to value the private warrants with changes in fair value charged to the statement of operations. The estimated fair value of the private warrant liability is determined using Level 3 inputs. Inherent in the model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury at zero.zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain There were no transfers between levels for the three and nine months ended September 30, 2021, other than the transfer of the Public Warrants from Level 3 to Level 1 due to the public warrants valuation using the quoted stock price in the active market. The transfer was recognized at June 30, 2021. The following table provides quantitative information regarding Level 3 fair value measurements:
The following table provides a reconciliation of changes in fair value of the beginning and ending balances of the Company’s assets and liabilities classified as Level 3:
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Subsequent Events |
9 Months Ended |
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Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 1 1 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the condensed unaudited financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, other than the restatement discussed in Note 2. |
Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its IPO as filed with the SEC on February 12, 2021, as well as the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021, the interim results for the three months ended March 31, 2021 on Form 10-Q filed with the SEC on May 25, 2021 and the interim results for the three months ended June 30, 2021 on Form 10-Q filed with the SEC on August 12, 2021, in each case as restated in Note 2. The interim results for the three and nine months ended 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 Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
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Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires 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. Actual results could differ from those estimates. 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 Held in Trust Account | Cash and Cash Equivalents Held in Trust Account The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. At September 30, 2021, the Trust Account had $300,011,222 held in cash and cash equivalents. During the three and nine months ended September 30, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. At December 31, 2020, the Company had no cash equivalents. |
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Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021 and December 31, 2020, the Company has not experienced losses on this account. |
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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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. 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 are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 30,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. At September 30, 2021 and December 31, 2020, the Class A common stock reflected in the balance sheets is reconciled in the following table:
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Net Income per Common Share | Net Income per Common Share The Company has two classes of common shares , which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. Private and public warrants to purchase 11,333,334 Class A common stock at $11.50 per share were issued on February 17, 2021. No warrants were exercised during the three or nine months ended September 30, 2021. The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. Below is a reconciliation of the net income per share of common stock:
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Offering Costs | Offering Costs The Company complies with the requirements of the ASC
340-10-S99-1 temporary equity upon the completion of the IPO. Accordingly, on February 17, 2021, offering costs totaling $17,018,662 have been charged to temporary equity (consisting of $6,000,000 of underwriting fee, $10,500,000 of deferred underwriting fee and $518,695 of other offering costs). Of the total transaction costs , $521,695 was reclassified to expense as a non-operating expense in the statement of operations with the rest of the offering cost charged to temporary equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. |
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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 the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the condensed balance sheets, other than the derivative warrant liabilities. |
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Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its 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 815-15. The Company accounts for its 11,333,334
warrants issued in connection with its IPO and concurrent private placement as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. At February 17, 2021, the Company utilized a Monte Carlo simulation model to value the initial value of the public warrants and a Monte Carlo simulation model to value the private warrants. At September 30, 2021, the Company used the quoted stock price in the active market to value the public warrants and a Monte Carlo simulation model to value the private warrants with changes in fair value charged to the statements of operations. |
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Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The tax provision for the three and nine months ended September 30, 2021 has been deemed to be de minimis , as well as the deferred tax assets as of September 30, 2021 and December 31, 2020. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
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Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standard Update (the “ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own EquityManagement does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Issued Financial Statements (As Restated) (Tables) |
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Sep. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prior Period Adjustment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Of Financial Statements impact of the Restatement | The impact to the financial statements as of June 30, 2021 and March 31, 2021 is presented below:
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Significant Accounting Policies (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Reconciliation of the Net Loss Per Common Stock | Below is a reconciliation of the net income per share of common stock:
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Schedule of Temporary Equity | At September 30, 2021 and December 31, 2020, the Class A common stock reflected in the balance sheets is 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 Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Of Assets And Laibilities Measured At Fair Value | 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 Quantitative Information Regarding Fair Value Measurements | There were no transfers between levels for the three and nine months ended September 30, 2021, other than the transfer of the Public Warrants from Level 3 to Level 1 due to the public warrants valuation using the quoted stock price in the active market. The transfer was recognized at June 30, 2021. The following table provides quantitative information regarding Level 3 fair value measurements:
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Summary of Reconciliation of Changes in Fair Value of the Derivative Warrant Liabilities | The following table provides a reconciliation of changes in fair value of the beginning and ending balances of the Company’s assets and liabilities classified as Level 3:
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Restatement of Previously Issued Financial Statements (As Restated) - Summary Of Financial Statements impact of the Restatement (Parenthetical) (Detail) - $ / shares |
Sep. 30, 2021 |
Jun. 30, 2021 |
Mar. 31, 2021 |
Feb. 17, 2021 |
---|---|---|---|---|
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Temporary Equity Par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Temporary Equity, Redemption Price Per Share | $ 10.00 | 10.00 | 10.00 | |
Common stock, shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Restatement of Previously Issued Financial Statements (As Restated) - Additional Information (Detail) |
Sep. 30, 2021
USD ($)
|
---|---|
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Minimum Net Tangible Assets Required For Consummation Of A Business Combination | $ 5,000,001 |
Previously Reported [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Threshold stockholders equity required to maintain for consummation of a business combination | 5,000,000 |
Minimum Net Tangible Assets Required For Consummation Of A Business Combination | $ 5,000,001 |
Significant Accounting Policies - Summary of Reconciliation of the Net Loss Per Common Stock (Detail) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2021 |
Jun. 30, 2021 |
Mar. 31, 2021 |
Sep. 30, 2021 |
|
Numerator: | ||||
Allocation of net income | $ 10,104,931 | $ (2,604,937) | $ (2,077,097) | $ 5,422,897 |
Common Class A [Member] | ||||
Numerator: | ||||
Allocation of net income | $ 8,083,945 | $ 4,165,080 | ||
Denominator | ||||
Weighted-average shares outstanding | 30,000,000 | 24,835,165 | ||
Basic and diluted net income per share | $ 0.27 | $ 0.17 | ||
Common Class B [Member] | ||||
Numerator: | ||||
Allocation of net income | $ 2,020,986 | $ 1,257,817 | ||
Denominator | ||||
Weighted-average shares outstanding | 7,500,000 | 7,500,000 | ||
Basic and diluted net income per share | $ 0.27 | $ 0.17 |
Significant Accounting Policies - Schedule of Temporary Equity (Detail) - USD ($) |
3 Months Ended | 9 Months Ended | 12 Months Ended |
---|---|---|---|
Mar. 31, 2021 |
Sep. 30, 2021 |
Dec. 31, 2020 |
|
Temporary Equity [Line Items] | |||
Less: Proceeds allocated to Public Warrants | $ 8,000,000 | ||
Less: Class A common stock issuance costs | (496,635) | ||
Add: Accretion of carrying value to redemption value | $ (25,693,250) | ||
Common Class A [Member] | |||
Temporary Equity [Line Items] | |||
Gross proceeds | 300,000,000 | $ 300,000,000 | |
Less: Proceeds allocated to Public Warrants | (9,196,283) | (9,196,283) | |
Less: Class A common stock issuance costs | (16,496,967) | (16,496,967) | |
Add: Accretion of carrying value to redemption value | 25,693,250 | 25,693,250 | |
Class A common stock subject to possible redemption | $ 300,000,000 | $ 300,000,000 |
Initial Public Offering - Additional Information (Detail) - $ / shares |
Feb. 17, 2021 |
Sep. 30, 2021 |
Jun. 30, 2021 |
Mar. 31, 2021 |
---|---|---|---|---|
Sale of Share | 30,000,000 | |||
Price Per Share | $ 10.00 | |||
Common stock, shares par value | 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Class A [Member] | ||||
Common stock, shares par value | $ 0.0001 | |||
Common Stock Price Per Share | $ 11.50 | $ 11.50 |
Private Placement Warrants - Additional Information (Detail) |
9 Months Ended | |
---|---|---|
Sep. 30, 2021
USD ($)
trading
$ / shares
shares
|
Feb. 17, 2021
$ / shares
|
|
Common Class A [Member] | ||
Common Stock Price Per Share | $ / shares | $ 11.50 | $ 11.50 |
Common Stock, Shares Transfer, Threshold Consecutive Trading Days | trading | 20 | |
Common Stock, Shares Transfer, Threshold Trading Days | trading | 30 | |
Common Stock, Shares Transfer, Restriction On Number Of Days After Business Combination | trading | 150 | |
Common Class A [Member] | Minimum [Member] | ||
Common Stock Price Per Share | $ / shares | $ 12.00 | |
Private Placement Warrant [Member] | ||
Stock Issued During Period Shares New Issues | shares | 5,333,334 | |
Aggregate Purchase Price | $ | $ 8,000,000 | |
Class of Warrant or Right, Price Per Warrant | $ / shares | $ 1.50 |
Commitments and Contingencies - Additional Information (Detail) - USD ($) |
9 Months Ended | |
---|---|---|
Feb. 17, 2021 |
Sep. 30, 2021 |
|
Other Commitments [Line Items] | ||
Underwriting commission percentage | 2.00% | |
Underwriting commissions paid | $ 6,000,000 | |
Deferred underwriting fee payable per share | $ 0.35 | |
Deferred underwriting commissions charged to additional paid in capital | $ 10,500,000 | $ 10,500,000 |
Fair Value Measurements - Summary Of Assets And Laibilities Measured At Fair Value (Detail) |
Sep. 30, 2021
USD ($)
|
---|---|
Assets: | |
Cash and Cash Equivalents Held in Trust account | $ 300,011,222 |
Fair Value, Recurring [Member] | |
Assets: | |
Cash and Cash Equivalents Held in Trust account | 300,011,222 |
Liabilities: | |
Warrant liabilities | 10,313,438 |
Fair Value, Recurring [Member] | Quoted Prices In Active Markets (Level 1) [Member] | |
Assets: | |
Cash and Cash Equivalents Held in Trust account | 300,011,222 |
Liabilities: | |
Warrant liabilities | 5,040,000 |
Fair Value, Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | |
Liabilities: | |
Warrant liabilities | $ 5,273,438 |
Fair Value Measurements - Additional Information (Detail) |
Sep. 30, 2021 |
Dec. 31, 2020
USD ($)
|
---|---|---|
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value, net derivative asset (liability) measured on recurring basis with unobservable inputs | $ 0 | |
Measurement input dividend rate based on historical rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0 |
Fair Value Measurements - Summary Of Quantitative Information Regarding Fair Value Measurements (Detail) - Level 3 [Member] |
Sep. 30, 2021
yr
$ / shares
|
---|---|
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Share price | $ 9.80 |
Strike price | $ 11.5 |
Term (in years) [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurement input | yr | 5.48 |
Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurement input | 17.1 |
Risk-free rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurement input | 1.06 |
Dividend yield [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurement input | 0.0 |
Fair Value Measurements - Summary of Reconciliation of Changes in Fair Value of the Derivative Warrant Liabilities (Detail) |
9 Months Ended |
---|---|
Sep. 30, 2021
USD ($)
| |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at January 1, 2021 | $ 0 |
Level 3 [Member] | Derivative Warrant Liabilities [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at January 1, 2021 | |
Initial value at IPO date | 17,509,557 |
Change in fair value | (4,616,719) |
Transfer of Public warrants from Level 3 to Level 1 | (7,619,400) |
Fair Value at September 30, 2021 | $ 5,273,438 |
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