STEM, INC., 10-Q filed on 5/17/2021
Quarterly Report
v3.21.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2021
May 14, 2021
Document Information [Line Items]    
Document Type 10-Q  
Document Period End Date Mar. 31, 2021  
Entity Registrant Name STEM, INC.  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Shell Company true  
Entity Common Stock, Shares Outstanding   125,754,510
Entity Central Index Key 0001758766  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2021  
Document Fiscal Period Focus Q1  
Amendment Flag false  
Common Stock    
Document Information [Line Items]    
Title of 12(b) Security Common stock, par value $0.0001  
Trading Symbol STEM  
Security Exchange Name NYSE  
Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50    
Document Information [Line Items]    
Title of 12(b) Security Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share  
Trading Symbol STEM WS  
Security Exchange Name NYSE  
v3.21.1
CONSOLIDATED CONDENSED BALANCE SHEETS - USD ($)
Mar. 31, 2021
Dec. 31, 2020
Current assets:    
Cash $ 426,064 $ 936,773
Prepaid expenses 586,259 627,564
Total current assets 1,012,323 1,564,337
Investments held in Trust Account 383,585,733 383,721,747
Total Assets 384,598,056 385,286,084
Current liabilities:    
Accounts payable 21,152 93,965
Accounts payable - related party 0 50,000
Accrued expenses 2,616,157 2,467,064
Franchise tax payable 49,315 198,406
Total current liabilities 2,686,624 2,809,435
Warrant liabilities 276,873,719 121,091,978
Deferred legal fees 203,910 203,910
Deferred underwriting commissions in connection with the initial public offering 13,425,476 13,425,476
Total liabilities 293,189,729 137,530,799
Commitments and Contingencies (Note 5)
Class A common stock, $0.0001 par value; 8,640,832 and 24,275,528 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively 86,408,320 242,755,280
Stockholders' Equity:    
Additional paid-in capital 273,994,882 117,649,486
Accumulated deficit (268,998,806) (112,651,848)
Total stockholders' equity 5,000,007 5,000,005
Total Liabilities and Stockholders' Equity 384,598,056 385,286,084
Class A common stock    
Stockholders' Equity:    
Total stockholders' equity 2,972 1,408
Class A common stock    
Stockholders' Equity:    
Common stock 2,972 1,408
Class B common stock    
Stockholders' Equity:    
Common stock 959 959
Total stockholders' equity $ 959 $ 959
v3.21.1
CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares
Mar. 31, 2021
Dec. 31, 2020
Shares subject to possible redemption   24,275,528
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Class A common stock    
Shares subject to possible redemption, par value (in dollars per share) $ 0.0001 $ 0.0001
Shares subject to possible redemption 8,640,832 24,275,528
Shares subject to possible redemption, redemption value (in dollars per share) $ 10.00 $ 10.00
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 400,000,000 400,000,000
Common stock, shares issued 29,717,672 14,082,976
Common stock, shares outstanding 29,717,672 14,082,976
Class B common stock    
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 40,000,000 40,000,000
Common stock, shares issued 9,589,626 9,589,626
Common stock, shares outstanding 9,589,626 9,589,626
v3.21.1
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - USD ($)
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Operating expenses    
General and administrative expenses $ 521,271  
General and administrative expenses - related party 30,000  
Franchise tax expense 49,415 $ 1,100
Total operating expenses 600,686 1,100
Change in fair value of warrant liabilities (155,781,741) 0
Net gain from Investments held in Trust Account 35,469  
Total Other (expense) (155,746,272)  
Net loss $ (156,346,958) (1,100)
Class A common stock    
Operating expenses    
Weighted average ordinary shares outstanding, basic and diluted 38,358,504  
Class B common stock    
Operating expenses    
Net loss $ 156,300,000 $ 0
Weighted average ordinary shares outstanding, basic and diluted 9,589,626 8,750,000
Basic and diluted net loss per ordinary share $ (16.30) $ 0.00
v3.21.1
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - Class B common stock - shares
Aug. 26, 2020
Mar. 31, 2021
Dec. 31, 2020
Jul. 13, 2020
Maximum shares subject to forfeiture       1,312,500
Over-allotment        
Maximum shares subject to forfeiture 472,874 1,312,500 1,312,500  
Common stock, shares forfeited (in shares) 472,874      
v3.21.1
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)
Class A common stock
Class B common stock
Additional Paid-In Capital
Accumulated Deficit
Total
Balance at the beginning at Dec. 31, 2019   $ 1,006 $ 23,994 $ (18,550) $ 6,450
Balance at the beginning (in shares) at Dec. 31, 2019   10,062,500      
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net loss   $ 0   (1,100) (1,100)
Balance at the end at Mar. 31, 2020   $ 1,006 23,994 (19,650) 5,350
Balance at the end (in shares) at Mar. 31, 2020   10,062,500      
Balance at the beginning at Dec. 31, 2020 $ 1,408 $ 959 117,649,486 (112,651,848) 5,000,005
Balance at the beginning (in shares) at Dec. 31, 2020 14,082,976 9,589,626      
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Class A common stock subject to possible redemption $ 1,564   156,345,396   156,346,960
Class A common stock subject to possible redemption (in shares) 15,634,696        
Net loss   $ 156,300,000   (156,346,958) (156,346,958)
Balance at the end at Mar. 31, 2021 $ 2,972 $ 959 $ 273,994,882 $ (268,998,806) $ 5,000,007
Balance at the end (in shares) at Mar. 31, 2021 29,717,672 9,589,626      
v3.21.1
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - Class B common stock - shares
Aug. 26, 2020
Mar. 31, 2021
Dec. 31, 2020
Jul. 13, 2020
Maximum shares subject to forfeiture       1,312,500
Over-allotment        
Maximum shares subject to forfeiture 472,874 1,312,500 1,312,500  
Common stock, shares forfeited (in shares) 472,874      
v3.21.1
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Cash Flows from Operating Activities:    
Net loss $ (156,346,958) $ (1,100)
Adjustments to reconcile net loss to net cash used in operating activities:    
Change in fair value of warrant liabilities 155,781,741 0
Unrealized gain from Investments held in Trust Account (35,469) 0
Changes in operating assets and liabilities:    
Prepaid expenses 41,305 0
Franchise tax payable 22,392 1,100
Accounts payable (122,813) 0
Accrued expenses 149,093 0
Net cash used in operating activities (510,709) 0
Net change in cash (510,709) 0
Cash - beginning of the period 936,773 0
Cash - end of the period 426,064 0
Supplemental disclosure of noncash activities:    
Change in value of Class A common stock subject to possible redemption $ (156,346,960) $ 0
v3.21.1
Description of Organization and Business Operations
3 Months Ended
Mar. 31, 2021
Description of Organization and Business Operations  
Description of Organization and Business Operations

Note 1-Description of Organization and Business Operations

Star Peak Energy Transition Corp., formerly known as Star Peak Energy Acquisition Corp. (the “Company”), is a blank check company incorporated in Delaware on October 29, 2018 (inception) for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus its efforts primarily on identifying businesses seeking to be a market leader in, and/or benefit from the increasing global initiatives to improve the efficiency of our energy ecosystems and reduce emissions (the “Energy Transition”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

On December 3, 2020, the Company entered into an Agreement and Plan of Merger with STPK Merger Sub Corp., a newly formed Delaware corporation and wholly-owned subsidiary of the Company, and Stem, Inc., a Delaware corporation. See the consumated Business Combination described below.

 

As of March 31, 2021, the Company had not commenced any operations. All activity for the period from October 29, 2018 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company temporary halted the Initial Public Offering in September 2019 and recapitalized and continued in July 2020. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investments held in trust account from the proceeds derived from the Initial Public Offering.

The Company’s sponsor is Star Peak Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 17, 2020. On August 20, 2020, the Company consummated its Initial Public Offering of 35,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $350.0 million, and incurring offering costs of approximately $20.0 million, inclusive of approximately $12.3 million in deferred underwriting commissions (Note 5). On August 26, 2020, the Company consummated the sale of 3,358,504 Units at the Initial Public Offering price at $10.00 per Unit pursuant to the notice of partial exercise from the underwriters, generating additional gross proceeds of approximately $33.6 million, and incurring additional offering costs of approximately $1.9 million, inclusive of approximately $1.2 million in deferred underwriting commissions.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,733,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $10.1 million (Note 4). In connection with the consummation of the sale of additional Units pursuant to the underwriters’ over-allotment option, on August 26, 2020, the Company sold 447,801 Private Placement Warrants to the Sponsor, generating additional gross proceeds of approximately $0.7 million.

Upon the closing of the Initial Public Offering and the Private Placement on August 20, 2020, $350.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the assets held in the Trust Account as described below. Upon closing of the sale of Units and Private Placement Warrants upon exercise of the over-allotment, on August 26, 2020, $34.3 million of the net proceeds of the sale of the Units and Private Placement Warrants were placed in the Trust Account.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. If the Company’s securities are listed on a national securities exchange, the Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended.

Prior to consummation of the Merger, the Company’s amended and restated certificate of incorporation provided that the Company would provide the holders of its outstanding Class A common stock, par value  $0.0001 (the “Class A common stock”), sold in the Initial Public Offering (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined in Note 3) upon the completion of a Business Combination. The Public Stockholders were entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

Consummated Business Combination

 

On April 28, 2021, the Company and STPK Merger Sub Corp., a newly formed wholly-owned subsidiary of the Company, and Stem, Inc., a Delaware corporation (“Stem”), consummated the previously-announced merger pursuant to that certain Agreement and Plan of Merger, dated December 3, 2020. See the Form 8-K, filed with the SEC on May 4, 2021 for additional information.

 

Liquidity, Capital Resources and Going Concern

 

The accompanying unaudited consolidated condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2021, the Company had approximately $426,000 in its operating bank account and working capital deficit of approximately $1.7 million. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.

 

The Company’s liquidity needs to date have been satisfied through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined below), the loan of up to $300,000 under the Note (see Note 4), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on August 20, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and initial stockholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). To date, there have been no borrowings under any Working Capital Loans.

In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the lack of liquidity raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities. Management continues to evaluate the impact of the COVID‑19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the balance sheet. The unaudited consolidated condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

v3.21.1
Basic of Presentation and Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2021
Basic of Presentation and Summary of Significant Accounting Policies  
Basic of Presentation and Summary of Significant Accounting Policies

Note 2—Basic of Presentation and Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited consolidated condensed financial statements of the Company, including the accounts of the Company’s wholly-owned subsidiary, STPK Merger Sub Corp, have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. all adjustments (consisting of normal accruals) considered for a fair presentation have been included. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2021, or any other future period.

 

The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10K/A filed with the SEC on April 26, 2021.

 

Emerging Growth Company

 

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

 

This may make comparison of the Company’s unaudited consolidated condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

Use of Estimates

 

The preparation of unaudited consolidated condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the unaudited consolidated condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited consolidated condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

 

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at March 31, 2021 and December 31, 2020.

Investments Held in Trust Account

The Company’s portfolio of investments is comprised solely of 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 investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investment (net), dividends and interest held in Trust Account in the accompanying unaudited consolidated condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

 

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

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. U.S. 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:

 

·

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

·

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

·

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of March 31, 2021 and December 31, 2020, the carrying values of cash, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A common stock were charged to stockholders' equity upon the completion of the Initial Public Offering.

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) is classified as a liability instrument and measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, 8,640,832 and 24,275,528 shares of Class A common stock subject to possible redemption are presented as temporary equity, respectively, outside of the stockholders’ equity section of the Company’s consolidated condensed balance sheets.

Income Taxes

The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

 

Net Income (Loss) Per Share of  Common Stock

Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase up to an aggregate of 19,967,302 shares of the Company’s Class A common stock in the calculation of the diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented.

 

The Company’s unaudited consolidated condensed statements of operations include a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the gain on investment (net), dividends and interest held in Trust Account of approximately $35,000, net of applicable taxes available to be withdrawn from the Trust Account of approximately $35,000, by the weighted average number of Class A common stock outstanding for the three months ended March 31, 2021. Net loss per share, basic and diluted for Class B common stock is calculated by dividing the net loss of approximately $156.3 million and $0 for the three months ended March 31, 2021 and 2020, respectively, less income attributable to Class A common stock of $0 for each period, by the weighted average number of Class B common stock outstanding for the periods.

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 classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

 

The Company accounts for its 19,967,302 common stock warrants issued in connection with its Initial Public Offering (12,786,168) and Private Placement (7,181,134) 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 statements of operations. The fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of the warrants issued in connection with the Public Offering were initially measured at fair value using a Monte Carlo simulation model and subsequently measured based on the listed market price of such warrants.

 

Recent Adopted Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

 

Recent Issued Accounting Standards

 

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement.

v3.21.1
Initial Public Offering
3 Months Ended
Mar. 31, 2021
Initial Public Offering  
Initial Public Offering

Note 3—Initial Public Offering

 

Public Units

 

On August 20, 2020, the Company consummated its Initial Public Offering of 35,000,000 Units at $10.00 per Unit, generating gross proceeds of $350.0 million, and incurring offering costs of approximately $20.0 million, inclusive of approximately $12.3 million in deferred underwriting commissions. On August 26, 2020, the Company consummated the sale of 3,358,504 Units at the Initial Public Offering price at $10.00 per Unit pursuant to the notice of partial exercise from the underwriters, generating additional gross proceeds of approximately $33.6 million, and incurring additional offering costs of approximately $1.9 million, inclusive of approximately $1.2 million in deferred underwriting commissions.

Each Unit consists of one share of Class A common stock (such shares of Class A common stock included in the Units being offered, the “Public Shares”), and one-third 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 6).

v3.21.1
Related Party Transactions
3 Months Ended
Mar. 31, 2021
Related Party Transactions  
Related Party Transactions

Note 4—Related Party Transactions

Founder Shares

On November 8, 2018, the Sponsor purchased 2,875,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 per share, for an aggregate price of $25,000. On July 13, 2020, the Company effected a stock split resulting in the Sponsor holding 10,062,500 Founder Shares. All shares and the associated amounts have been retroactively restated to reflect the aforementioned stock split. On July 29, 2020, the Sponsor transferred 40,000 Founder Shares to each of Desirée Rogers and C. Park Shaper, the Company’s independent director nominees. The initial stockholders agreed to forfeit up to 1,312,500 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the outstanding shares after the Initial Public Offering. The underwriters partially exercised their over-allotment option on August 26, 2020, with the remaining portion of the over-allotment option expiring at the conclusion of the 45‑day option period. As a result, an aggregate of 472,874 Founder Shares were forfeited upon the expiration of the over-allotment option.

The Founder Shares automatically converted into common stock on a one-for-one basis at the time of the Merger and are subject to certain transfer restrictions, as described below.

The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares, or shares of common stock issued upon conversion there of, until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, 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, or (y) the date 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.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,733,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $10.1 million. In connection with the consummation of the sale of additional Units pursuant to the underwriters’ over-allotment option, on August 26, 2020, the Company sold an additional 447,801 Private Placement Warrants to the Sponsor, generating additional gross proceeds of approximately $0.7 million.

Each Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants will be added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Loans

The Company’s Sponsor has agreed to loan the Company up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note, dated November 8, 2018 and later amended on July 10, 2020 (the “Note”). This loan is non-interest bearing and payable upon the completion of the Initial Public Offering. In 2018 and 2019, the Company borrowed approximately $182,000 under the Note and repaid approximately $125,000 when it temporary halted the Initial Public Offering in September 2019. The Company recapitalized and continued in July 2020, and borrowed an additional of $235,000 under the Note. The Company fully repaid the remaining balance the Note of approximately $292,000 on August 20, 2020.

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 is not completed, the Company may use a portion of the 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, without interest, or, at the lenders’ discretion, up to $1.5 million 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 March 31, 2021 and December 31, 2020, no Working Capital Loan was outstanding.

Administrative Service Agreement

Commencing on the date that the Company’s securities were first listed on the NYSE, the Company agreed to pay an affiliate of the Sponsor of total $10,000 per month for office space, utilities, secretarial support and administrative services. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying these monthly fees. The Company incurred approximately $30,000 in administrative expenses under the agreement, which is recognized in the accompanying unaudited consolidated condensed statements of operations for the three  months ended March 31, 2021 within general and administrative expenses –related party. As of March 31, 2021 and December 31, 2020, there were $0 and $50,000 in accounts payable – related party outstanding, as reflected in the accompanying consolidated condensed balance sheets.

v3.21.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2021
Commitments and Contingencies.  
Commitments and Contingencies

Note 5—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, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares into Class A common stock) pursuant to the registration and shareholder rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45‑day option from the closing date of the Initial Public Offering to purchase up to 5,250,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions. On August 26, 2020, the Company consummated the sale of an additional 3,358,504 Units at the Initial Public Offering price at $10.00 per Unit pursuant to the notice of partial exercise from the underwriters.

The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $7.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or approximately $12.3 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions became payable to the underwriters from the amounts held in the Trust Account in connection with the consummation of the Business Combination on April 28, 2021.

In connection with the consummation of the sale of Units pursuant to the over-allotment option on August 26, 2020, the underwriters were entitled to an aggregate of approximately $0.7 million in fees payable upon closing and an additional deferred underwriting commissions of approximately $1.2 million.

v3.21.1
Stockholders' Equity
3 Months Ended
Mar. 31, 2021
Stockholders' Equity  
Stockholders' Equity

Note 6—Stockholders’ Equity

Class A common stock — The Company is authorized to issue 400,000,000 Class A common stock with a par value of $0.0001 per share. As of March 31, 2021 and December 31,2020, there were 38,358,504 shares of Class A common stock outstanding, including 8,640,832 and 24,275,528 shares of Class A common stock subject to possible redemption that were classified as temporary equity in the accompanying unaudited consolidated condensed balance sheets, respectively.

Class B common stock — The Company is authorized to issue 40,000,000 shares of Class B common stock with a par value of $0.0001 per share. On July 13, 2020, the Company effected a stock split resulting in the Sponsor holding 10,062,500 shares of Class B common stock. All shares and the associated amounts have been retroactively restated to reflect the aforementioned stock split. Of the 10,062,500 shares of Class B common stock outstanding, up to 1,312,500 shares were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial stockholders would collectively own 20.0% of the Company’s issued and outstanding common stock after the Initial Public Offering. The underwriters partially exercised their over-allotment option on August 26, 2020, with the remaining portion of the over-allotment option expiring at the conclusion of the 45‑day option period. As a result, an aggregate of 472,874 Founder Shares were forfeited upon the expiration of the over-allotment option.

Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law.

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

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 Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the 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 20 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 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. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Redemption of Warrants when the price per Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Public Warrants (except as described herein with respect to the Private Placement Warrants):

·

in whole and not in part;

·

at a price of $0.01 per warrant;

·

upon a minimum of 30 days’ prior written notice of redemption; and

·

if, and only if, the reported closing price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30‑trading day period ending three trading days prior to the date on which the Company sends the notice of redemption to the warrant holders

 

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A common stock is available throughout the 30‑day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of Warrants when the price per Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

·

in whole and not in part;

·

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s Class A common stock;

·

if, and only if, the last reported sale price (the “closing price”) of the Company’s Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30‑trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

·

if the closing price of the Class A common stock for any 20 trading days within a 30‑trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

 

If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances, including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company has not completed 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 Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per Class A common stock equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants when the price per Class A common stock equals or exceeds $10.00” 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 will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class  common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable (except as described above under “Redemption of Warrants when the price per Class A common stock equals or exceeds $10.00”) so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable under all redemption scenarios by the Company and exercisable by such holders on the same basis as the Public Warrants.

v3.21.1
Fair Value Measurements
3 Months Ended
Mar. 31, 2021
Fair Value Measurements  
Fair Value Measurements

Note 7—Fair Value Measurements

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measured as of March 31,2021

 

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets

 

 

  

 

 

  

 

 

  

 

 

 

Investments held in Trust Account - U.S. Treasury Securities

 

$

383,585,733

 

$

 —

 

$

 —

 

$

383,585,733

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liabilities - public warrants

 

 

171,878,063

 

 

 —

 

 

 —

 

 

171,878,063

Warrant liabilities - private warrants

 

 

 —

 

 

 —

 

 

104,995,656

 

 

104,995,656

Total fair value

 

$

555,463,796

 

$

 —

 

$

104,995,656

 

$

660,459,452

 

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measured as of December 31, 2020

 

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets

    

 

  

    

 

  

    

 

  

    

 

  

Investments held in Trust Account - U.S. Treasury Securities

 

$

383,721,747

 

$

 —

 

$

 —

 

$

383,721,747

Liabilities:

 

 

  

 

 

  

 

 

  

 

 

  

Warrant liabilities - public warrants

 

 

64,339,997

 

 

 —

 

 

 —

 

 

64,339,997

Warrant liabilities - private warrants

 

 

 —

 

 

 —

 

 

56,751,981

 

 

56,751,981

Total fair value

 

$

448,061,744

 

$

 —

 

$

56,751,981

 

$

504,813,725

 

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three months ended March 31, 2021.

 

The fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of the warrants issued in connection with the Public Offering were initially measured at fair value using a Monte Carlo simulation model and subsequently measured based on the listed market price of such warrants. The Company estimate the fair value of the warrants at each reporting period, with changes in fair value recognized in the statements of operations. For the three months ended March 31, 2021, the Company recognized a charge from an increase in the fair value of liabilities of approximately $155.8 million presented as change in fair value of derivative warrant liabilities on the accompanying statements of operations.

 

The change in the fair value of the derivative warrant liabilities for three months ended March 31, 2021 is summarized as follows:

 

 

 

 

 

Warrant liabilities at December 31, 2020

    

$

121,091,978

Change in fair value of warrant liabilities

 

 

155,781,741

Warrant liabilities at March 31, 2021

 

$

276,873,719

 

The estimated fair value of the derivative warrant liabilities is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate, dividend yield, probability of completing a Business Combination and discount for lack of marketability. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury 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 remaining at zero. The Company estimates the probability of completing a Business Combination to be 95.0% based on its proposed business combination.

 

The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:

 

 

 

 

 

 

 

    

As of March 31, 2021

 

Exercise price

 

$

11.50

 

Stock Price

 

$

20.58

 

Term (in years)

 

 

5.09

 

Volatility

 

 

15.00

%

Risk-free interest rate

 

 

0.94

%

Dividend yield

 

 

 —

 

Probability of completing a Business Combination

 

 

95.00

%

Discount for lack of marketability

 

 

1.5

%

 

v3.21.1
Subsequent Events
3 Months Ended
Mar. 31, 2021
Subsequent Events  
Subsequent Events

Note 8—Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited consolidated condensed financial statements were available to be issued, and determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited consolidated condensed financial statements, except as noted below.

 

On April 28, 2021, the Company and STPK Merger Sub Corp., a newly formed wholly-owned subsidiary of the Company, and Stem, Inc., a Delaware corporation, consummated the previously-announced merger pursuant to that certain Agreement and Plan of Merger, dated December 3, 2020.

 

v3.21.1
Basic of Presentation and Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2021
Basic of Presentation and Summary of Significant Accounting Policies  
Basis of Presentation

Basis of Presentation

 

The accompanying unaudited consolidated condensed financial statements of the Company, including the accounts of the Company’s wholly-owned subsidiary, STPK Merger Sub Corp, have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. all adjustments (consisting of normal accruals) considered for a fair presentation have been included. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2021, or any other future period.

 

The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10K/A filed with the SEC on April 26, 2021.

Emerging Growth Company

Emerging Growth Company

 

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

 

This may make comparison of the Company’s unaudited consolidated condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

Use of Estimates

 

The preparation of unaudited consolidated condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the unaudited consolidated condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited consolidated condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at March 31, 2021 and December 31, 2020.

Investments Held in the Trust Account

Investments Held in Trust Account

The Company’s portfolio of investments is comprised solely of 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 investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investment (net), dividends and interest held in Trust Account in the accompanying unaudited consolidated condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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. U.S. 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:

 

·

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

·

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

·

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of March 31, 2021 and December 31, 2020, the carrying values of cash, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets.

Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A common stock were charged to stockholders' equity upon the completion of the Initial Public Offering.

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) is classified as a liability instrument and measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, 8,640,832 and 24,275,528 shares of Class A common stock subject to possible redemption are presented as temporary equity, respectively, outside of the stockholders’ equity section of the Company’s consolidated condensed balance sheets.

Income Taxes

Income Taxes

The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

 

Net Income (Loss) Per Share of Common Stock

Net Income (Loss) Per Share of  Common Stock

Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase up to an aggregate of 19,967,302 shares of the Company’s Class A common stock in the calculation of the diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented.

 

The Company’s unaudited consolidated condensed statements of operations include a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the gain on investment (net), dividends and interest held in Trust Account of approximately $35,000, net of applicable taxes available to be withdrawn from the Trust Account of approximately $35,000, by the weighted average number of Class A common stock outstanding for the three months ended March 31, 2021. Net loss per share, basic and diluted for Class B common stock is calculated by dividing the net loss of approximately $156.3 million and $0 for the three months ended March 31, 2021 and 2020, respectively, less income attributable to Class A common stock of $0 for each period, by the weighted average number of Class B common stock outstanding for the periods.

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 classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

 

The Company accounts for its 19,967,302 common stock warrants issued in connection with its Initial Public Offering (12,786,168) and Private Placement (7,181,134) 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 statements of operations. The fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of the warrants issued in connection with the Public Offering were initially measured at fair value using a Monte Carlo simulation model and subsequently measured based on the listed market price of such warrants.

Recent Adopted Accounting Standards

Recent Adopted Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

 

Recent Issued Accounting Standards

 

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement.

v3.21.1
Fair Value Measurements (Tables)
3 Months Ended
Mar. 31, 2021
Fair Value Measurements  
Summary of gross holding losses and fair value of held-to-maturity securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measured as of March 31,2021

 

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets

 

 

  

 

 

  

 

 

  

 

 

 

Investments held in Trust Account - U.S. Treasury Securities

 

$

383,585,733

 

$

 —

 

$

 —

 

$

383,585,733

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liabilities - public warrants

 

 

171,878,063

 

 

 —

 

 

 —

 

 

171,878,063

Warrant liabilities - private warrants

 

 

 —

 

 

 —

 

 

104,995,656

 

 

104,995,656

Total fair value

 

$

555,463,796

 

$

 —

 

$

104,995,656

 

$

660,459,452

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measured as of December 31, 2020

 

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets

    

 

  

    

 

  

    

 

  

    

 

  

Investments held in Trust Account - U.S. Treasury Securities

 

$

383,721,747

 

$

 —

 

$

 —

 

$

383,721,747

Liabilities:

 

 

  

 

 

  

 

 

  

 

 

  

Warrant liabilities - public warrants

 

 

64,339,997

 

 

 —

 

 

 —

 

 

64,339,997

Warrant liabilities - private warrants

 

 

 —

 

 

 —

 

 

56,751,981

 

 

56,751,981

Total fair value

 

$

448,061,744

 

$

 —

 

$

56,751,981

 

$

504,813,725

 

Schedule of change in the fair value of the derivative warrant liabilities

 

 

 

 

Warrant liabilities at December 31, 2020

    

$

121,091,978

Change in fair value of warrant liabilities

 

 

155,781,741

Warrant liabilities at March 31, 2021

 

$

276,873,719

 

Schedule of quantitative information regarding Level 3 fair value measurements inputs as their measurement dates

 

 

 

 

 

 

    

As of March 31, 2021

 

Exercise price

 

$

11.50

 

Stock Price

 

$

20.58

 

Term (in years)

 

 

5.09

 

Volatility

 

 

15.00

%

Risk-free interest rate

 

 

0.94

%

Dividend yield

 

 

 —

 

Probability of completing a Business Combination

 

 

95.00

%

Discount for lack of marketability

 

 

1.5

%

 

v3.21.1
Description of Organization and Business Operations - Additional Information (Details) - USD ($)
3 Months Ended
Aug. 26, 2020
Aug. 20, 2020
Mar. 31, 2021
Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]        
Investment of Cash into Trust Account   $ 350,000,000    
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account     80.00%  
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination     50.00%  
Cash operating bank account     $ 426,064 $ 936,773
Interest income available in the Trust Account     35,469  
Working capital     1,700,000  
Loans from working capital     $ 0 $ 0
Class A common stock        
Subsidiary, Sale of Stock [Line Items]        
Common stock, par value     $ 0.0001 $ 0.0001
Interest income available in the Trust Account     $ 35,000  
Sponsor | Founder Shares        
Subsidiary, Sale of Stock [Line Items]        
Aggregate purchase price     25,000  
Loan from the Sponsor     $ 300,000  
Initial Public Offering        
Subsidiary, Sale of Stock [Line Items]        
Number of units issued 3,358,504 35,000,000    
Share price per share $ 10.00 $ 10.00 $ 10.00  
Gross proceeds from sale of units   $ 350,000,000    
Over-allotment        
Subsidiary, Sale of Stock [Line Items]        
Number of units issued 3,358,504   5,250,000  
Share price per share $ 10.00   $ 10.00  
Gross proceeds from sale of units $ 33,600,000      
Investment of Cash into Trust Account $ 34,300,000      
Private Placement        
Subsidiary, Sale of Stock [Line Items]        
Number of warrants issued     6,733,333  
Warrant Issue Price     $ 1.50  
Proceeds from sale of Private Placement Warrants     $ 10,100,000  
Aggregate purchase price     $ 1.50  
Private Placement | Sponsor        
Subsidiary, Sale of Stock [Line Items]        
Number of warrants issued 447,801      
Proceeds from sale of Private Placement Warrants $ 700,000      
v3.21.1
Basic of Presentation and Summary of Significant Accounting Policies - Class A Common Stock Subject to Possible Redemption (Details) - USD ($)
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Dec. 31, 2020
Class of Stock [Line Items]      
Temporary Equity, Shares Outstanding     24,275,528
Investment Income, Net $ 35,469    
Net loss $ (156,346,958) $ (1,100)  
Class A common stock      
Class of Stock [Line Items]      
Temporary Equity, Shares Outstanding 8,640,832    
Class B common stock      
Class of Stock [Line Items]      
Net loss $ 156,300,000 $ 0  
Class A common stock      
Class of Stock [Line Items]      
Temporary Equity, Shares Outstanding 8,640,832   24,275,528
Investment Income, Net $ 35,000    
Taxes available to be withdrawn from the Trust Account 35,000    
Net loss $ 0    
Class A common stock      
Class of Stock [Line Items]      
Shares excluded since their inclusion would be anti-dilutive 19,967,302    
Founder Shares | Sponsor      
Class of Stock [Line Items]      
Federal depository insurance coverage $ 250,000    
v3.21.1
Basic of Presentation and Summary of Significant Accounting Policies - Derivative warrant liabilities (Details)
3 Months Ended
Mar. 31, 2021
shares
Class of Stock [Line Items]  
Common stock warrants issued 19,967,302
Initial Public Offering  
Class of Stock [Line Items]  
Common stock warrants issued (12,786,168)
Private Placement  
Class of Stock [Line Items]  
Common stock warrants issued (7,181,134)
v3.21.1
Initial Public Offering (Details) - USD ($)
3 Months Ended
Aug. 26, 2020
Aug. 20, 2020
Mar. 31, 2021
Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]        
Deferred underwriting commissions in connection with the initial public offering $ 12,300,000   $ 13,425,476 $ 13,425,476
Initial Public Offering        
Subsidiary, Sale of Stock [Line Items]        
Number of units issued 3,358,504 35,000,000    
Price per share $ 10.00 $ 10.00 $ 10.00  
Gross proceeds from sale of units   $ 350,000,000    
Offering costs   20,000,000    
Deferred underwriting commissions in connection with the initial public offering   $ 12,300,000    
Number of shares in a unit     1  
Number of warrants in a unit     0.33  
Number of shares issuable per warrant     1  
Exercise price of warrants     $ 11.50  
Over-allotment        
Subsidiary, Sale of Stock [Line Items]        
Number of units issued 3,358,504   5,250,000  
Price per share $ 10.00   $ 10.00  
Gross proceeds from sale of units $ 33,600,000      
Offering costs 1,900,000      
Deferred underwriting commissions in connection with the initial public offering $ 1,200,000      
v3.21.1
Related Party Transactions - Founder Shares (Details) - USD ($)
3 Months Ended
Nov. 08, 2020
Aug. 26, 2020
Jul. 29, 2020
Jul. 13, 2020
Mar. 31, 2021
Dec. 31, 2020
Private Placement            
Related Party Transaction [Line Items]            
Aggregate purchase price         $ 1.50  
Number of shares transferred (in shares)         6,733,333  
Founder Shares            
Related Party Transaction [Line Items]            
Number of shares subject to forfeiture (in shares)   472,874 1,312,500      
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders     20.00%      
Sponsor            
Related Party Transaction [Line Items]            
Number of shares transferred (in shares)       10,062,500    
Sponsor | Private Placement            
Related Party Transaction [Line Items]            
Number of shares with respect to which stock dividend is effected   447,801        
Sponsor | Founder Shares            
Related Party Transaction [Line Items]            
Aggregate purchase price         $ 25,000  
Number of shares transferred (in shares)     40,000      
Class A common stock            
Related Party Transaction [Line Items]            
Common shares, shares outstanding (in shares)         29,717,672 14,082,976
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders         20.00%  
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)         $ 11.50  
Common stock, shares issued         29,717,672 14,082,976
Class A common stock | Founder Shares            
Related Party Transaction [Line Items]            
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)         $ 12.00  
Class B common stock            
Related Party Transaction [Line Items]            
Common shares, shares outstanding (in shares)       10,062,500 9,589,626 9,589,626
Common stock, shares issued         9,589,626 9,589,626
Class B common stock | Over-allotment            
Related Party Transaction [Line Items]            
Class B common stock forfeited (in shares)   472,874        
Class B common stock | Sponsor | Founder Shares            
Related Party Transaction [Line Items]            
Number of shares issued 2,875,000          
Aggregate purchase price $ 25,000          
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination         1 year  
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) $ 0.0001          
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination         20 days  
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination         30 days  
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences         150 days  
Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination, Threshold Trading Days         20 days  
v3.21.1
Related Party Transactions - Additional information (Details) - USD ($)
1 Months Ended 3 Months Ended 24 Months Ended
Aug. 26, 2020
Aug. 31, 2020
Jul. 31, 2020
Mar. 31, 2021
Dec. 31, 2019
Dec. 31, 2020
Nov. 08, 2020
Related Party Transaction [Line Items]              
Maximum amounts of transaction       $ 10,000     $ 300,000
Repayment of promissory note - related party   $ 292,000 $ 235,000        
Maximum loans convertible into warrants       $ 1,500,000      
Price of warrants (in dollars per share)       $ 1.50      
Loans from working capital       $ 0   $ 0  
Accounts payable - related party       0   $ 50,000  
General and Administrative Expense              
Related Party Transaction [Line Items]              
Repayment of promissory note - related party       30,000      
Promissory Note with Related Party              
Related Party Transaction [Line Items]              
Proceeds from Related Party Advances         $ 182,000    
Repayment of promissory note - related party         $ 125,000    
Private Placement              
Related Party Transaction [Line Items]              
Proceeds from Related Party Advances       $ 10,100,000      
Sponsor | Private Placement              
Related Party Transaction [Line Items]              
Proceeds from Related Party Advances $ 700,000            
v3.21.1
Commitments and Contingencies - Forward Purchase Agreement (Details) - $ / shares
3 Months Ended
Aug. 26, 2020
Aug. 20, 2020
Mar. 31, 2021
Initial Public Offering      
Commitments And Contingencies [Line Items]      
Number of units issued 3,358,504 35,000,000  
Share price per share $ 10.00 $ 10.00 $ 10.00
Over-allotment      
Commitments And Contingencies [Line Items]      
Number of units issued 3,358,504   5,250,000
Share price per share $ 10.00   $ 10.00
v3.21.1
Commitments and Contingencies - Administrative Services Agreement and Underwriting Agreement (Details) - USD ($)
Aug. 26, 2020
Mar. 31, 2021
Dec. 31, 2020
Commitments And Contingencies [Line Items]      
Underwriting discount per unit $ 0.20    
Cash underwriting fees $ 7,000,000    
Deferred fee per unit $ 0.35    
Deferred underwriting commissions $ 12,300,000 $ 13,425,476 $ 13,425,476
Over-allotment      
Commitments And Contingencies [Line Items]      
Cash underwriting fees 700,000    
Deferred underwriting commissions $ 1,200,000    
v3.21.1
Stockholders' Equity - Common Stock Shares (Details)
3 Months Ended
Mar. 31, 2021
Vote
$ / shares
shares
Dec. 31, 2020
$ / shares
shares
Aug. 26, 2020
shares
Jul. 13, 2020
shares
Class of Stock [Line Items]        
Shares subject to possible redemption   24,275,528    
Class A common stock        
Class of Stock [Line Items]        
Common shares, shares authorized (in shares) 400,000,000 400,000,000    
Common shares, par value (in dollars per share) | $ / shares $ 0.0001 $ 0.0001    
Common shares, shares issued (in shares) 29,717,672 14,082,976    
Common shares, shares outstanding (in shares) 29,717,672 14,082,976    
Common shares outstanding including possible redemption 38,358,504 38,358,504    
Shares subject to possible redemption 8,640,832 24,275,528    
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders 20.00%      
Class B common stock        
Class of Stock [Line Items]        
Common shares, shares authorized (in shares) 40,000,000 40,000,000    
Common shares, par value (in dollars per share) | $ / shares $ 0.0001 $ 0.0001    
Common shares, votes per share | Vote 1      
Common shares, shares issued (in shares) 9,589,626 9,589,626    
Common shares, shares outstanding (in shares) 9,589,626 9,589,626   10,062,500
Maximum shares subject to forfeiture       1,312,500
Over-allotment | Class B common stock        
Class of Stock [Line Items]        
Maximum shares subject to forfeiture 1,312,500 1,312,500 472,874  
v3.21.1
Stockholders' Equity - Preferred Stock Shares (Details) - $ / shares
Mar. 31, 2021
Dec. 31, 2020
Stockholders' Equity    
Preferred shares, shares authorized 1,000,000 1,000,000
Preferred shares, par value $ 0.0001 $ 0.0001
Preferred shares, shares issued 0 0
Preferred shares, shares outstanding 0 0
v3.21.1
Stockholders' Equity - Warrants (Details)
3 Months Ended
Mar. 31, 2021
D
USD ($)
$ / shares
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00  
Class of Warrant or Right [Line Items]  
Stock price trigger for redemption of public warrants (in dollars per share) $ 18.00
Redemption price per public warrant (in dollars per share) $ 0.01
Minimum threshold written notice period for redemption of public warrants 30 days
Threshold trading days for redemption of public warrants | $ 20
Threshold consecutive trading days for redemption of public warrants | $ 30
Redemption period 30 days
Threshold business days before sending notice of redemption to warrant holders 3 days
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00  
Class of Warrant or Right [Line Items]  
Stock price trigger for redemption of public warrants (in dollars per share) $ 10.00
Redemption price per public warrant (in dollars per share) $ 0.10
Minimum threshold written notice period for redemption of public warrants 30 days
Threshold trading days for redemption of public warrants | D 20
Threshold consecutive trading days for redemption of public warrants | D 30
Threshold business days before sending notice of redemption to warrant holders 3 days
Redeemable warrants  
Class of Warrant or Right [Line Items]  
Public Warrants exercisable term after the completion of a business combination 30 days
Public Warrants exercisable term from the closing of the initial public offering 12 months
Public Warrants expiration term 5 years
Threshold period for filling registration statement after business combination 20 days
Threshold issue price per share $ 9.20
Percentage of gross proceeds on total equity proceeds 60.00%
Threshold trading days determining volume weighted average price 20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) 115.00%
Adjustment of redemption price of stock based on market value and newly issued price 2 (as a percent) 180.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination 30 days
v3.21.1
Fair Value Measurements - Financial assets that are measured at fair value on a recurring basis (Details) - USD ($)
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Dec. 31, 2020
Liabilities:      
Warrant liabilities $ 276,873,719   $ 121,091,978
Transfer of assets from level 1 to level 2 0    
Transfer of assets from level 2 to level 1 0    
Transfers to / from Level 3 0    
Change in fair value of warrant liabilities 155,781,741 $ 0  
Recurring      
Liabilities:      
Total fair value 660,459,452   504,813,725
Recurring | Public warrants      
Liabilities:      
Warrant liabilities 171,878,063   64,339,997
Recurring | Private warrants      
Liabilities:      
Warrant liabilities 104,995,656   56,751,981
Recurring | U.S. Treasury Securities      
Assets      
Investments held in Trust Account 383,585,733   383,721,747
Recurring | Quoted Prices in Active Markets (Level 1)      
Liabilities:      
Total fair value 555,463,796   448,061,744
Recurring | Quoted Prices in Active Markets (Level 1) | Public warrants      
Liabilities:      
Warrant liabilities 171,878,063   64,339,997
Recurring | Quoted Prices in Active Markets (Level 1) | U.S. Treasury Securities      
Assets      
Investments held in Trust Account 383,585,733   383,721,747
Recurring | Significant Other Unobservable Inputs (Level 3)      
Liabilities:      
Total fair value 104,995,656   56,751,981
Recurring | Significant Other Unobservable Inputs (Level 3) | Private warrants      
Liabilities:      
Warrant liabilities $ 104,995,656   $ 56,751,981
v3.21.1
Fair Value Measurements - Change in the fair value of the derivative warrant liabilities (Details) - Significant Other Unobservable Inputs (Level 3)
3 Months Ended
Mar. 31, 2021
USD ($)
Change in the fair value of the derivative warrant liabilities  
Warrant liabilities at beginning $ 121,091,978
Change in fair value of warrant liabilities 155,781,741
Warrant liabilities at ending $ 276,873,719
v3.21.1
Fair Value Measurements - Quantitative information regarding Level 3 fair value measurements inputs as their measurement dates (Details) - Significant Other Unobservable Inputs (Level 3)
Mar. 31, 2021
Y
USD ($)
Exercise price  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Measurement input 11.50
Stock price  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Measurement input 20.58
Term (in years)  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Measurement input | Y 5.09
Volatility  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Measurement input 15.00
Risk-free interest rate  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Measurement input 0.94
Probability of completing a Business Combination  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Measurement input 95.00
Discount for lack of marketability  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Measurement input 1.5