CLIMATE CHANGE CRISIS REAL IMPACT I ACQUISITION CORP, 10-K filed on 3/29/2021
Annual Report
v3.21.1
Document and Entity Information - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2020
Mar. 29, 2021
Jun. 30, 2020
Entity Listings [Line Items]      
Entity Registrant Name Climate Change Crisis Real Impact I Acquisition Corp    
Entity Central Index Key 0001821159    
Current Fiscal Year End Date --12-31    
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2020    
Document Fiscal Year Focus 2020    
Document Fiscal Period Focus FY    
Entity Address, State or Province NJ    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
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 Public Float     $ 246.3
Class A Common Stock [Member]      
Entity Listings [Line Items]      
Entity Common Stock, Shares Outstanding   23,000,000  
Class B Common Stock [Member]      
Entity Listings [Line Items]      
Entity Common Stock, Shares Outstanding   5,750,000  
v3.21.1
BALANCE SHEET
Dec. 31, 2020
USD ($)
Current assets  
Cash $ 990,249
Prepaid expenses 261,496
Total Current Assets 1,251,745
Investments held in Trust Account 230,003,380
Total Assets 231,255,125
Current liabilities  
Accrued expenses 723,277
Accrued offering costs 25,000
Total Current Liabilities 748,277
Deferred underwriting fee payable 8,050,000
Total Liabilities 8,798,277
Commitments and Contingencies
Stockholders' Equity  
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding 0
Additional paid-in capital 6,005,704
Accumulated deficit (1,006,396)
Total Stockholders' Equity 5,000,008
Total Liabilities and Stockholders' Equity 231,255,125
Class A Common Stock [Member]  
Current liabilities  
Common stock subject to possible redemption, 21,745,684 shares at redemption value 217,456,840
Stockholders' Equity  
Common stock 125
Class B Common Stock [Member]  
Stockholders' Equity  
Common stock $ 575
v3.21.1
BALANCE SHEET (Parenthetical)
Dec. 31, 2020
$ / shares
shares
Stockholders' Equity  
Preferred stock, par value (in dollars per share) | $ / shares $ 0.0001
Preferred stock, shares authorized (in shares) 1,000,000
Preferred stock, shares issued (in shares) 0
Preferred stock, shares outstanding (in shares) 0
Class A Common Stock [Member]  
LIABILITIES AND STOCKHOLDERS' EQUITY  
Common stock, redemption (in shares) 21,745,684
Stockholders' Equity  
Common stock, par value (in dollars per share) | $ / shares $ 0.0001
Common stock, shares authorized (in shares) 100,000,000
Common stock, shares issued (in shares) 1,254,316
Common stock, shares outstanding (in shares) 1,254,316
Class B Common Stock [Member]  
Stockholders' Equity  
Common stock, par value (in dollars per share) | $ / shares $ 0.0001
Common stock, shares authorized (in shares) 10,000,000
Common stock, shares issued (in shares) 5,750,000
Common stock, shares outstanding (in shares) 5,750,000
v3.21.1
STATEMENT OF OPERATIONS
5 Months Ended
Dec. 31, 2020
USD ($)
$ / shares
shares
Statement of Operations [Abstract]  
Formation and operating costs $ 1,009,807
Loss from operations (1,009,807)
Other income:  
Interest income - bank 31
Interest earned on investments held in Trust Account 3,380
Other income, net 3,411
Net loss (1,006,396)
Class A Redeemable Common Stock [Member]  
Other income:  
Interest earned on investments held in Trust Account $ 3,411
Weighted average shares outstanding (in shares) | shares 23,000,000
Basic and diluted net income (loss) per share (in dollars per share) | $ / shares $ 0
Class B Non-Redeemable Common Stock [Member]  
Other income:  
Net loss $ (1,006,396)
Weighted average shares outstanding (in shares) | shares 5,473,958
Basic and diluted net income (loss) per share (in dollars per share) | $ / shares $ (0.18)
v3.21.1
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 5 months ended Dec. 31, 2020 - USD ($)
Common Stock [Member]
Class A Common Stock [Member]
Common Stock [Member]
Class B Common Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Deficit [Member]
Total
Beginning balance at Aug. 03, 2020 $ 0 $ 0 $ 0 $ 0 $ 0
Beginning balance (in shares) at Aug. 03, 2020 0 0      
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Issuance of Class B common stock to Sponsor   $ 575 24,425 0 25,000
Issuance of Class B common stock to Sponsor (in shares)   5,750,000      
Sale of 23,000,000 Units, net of underwriting discounts and deferred offering costs $ 2,300 $ 0 216,835,944 0 216,838,244
Sale of 23,000,000 Units, net of underwriting discounts and deferred offering costs (in shares) 23,000,000 0      
Sale of 6,600,000 Private Placement Warrants     6,600,000 0 6,600,000
Class A common stock subject to possible redemption $ (2,175) $ 0 (217,454,665) 0 (217,456,840)
Class A common stock subject to possible redemption (in shares) (21,745,684) 0      
Net loss $ 0 $ 0 0 (1,006,396) (1,006,396)
Ending balance at Dec. 31, 2020 $ 125 $ 575 $ 6,005,704 $ (1,006,396) $ 5,000,008
Ending balance (in shares) at Dec. 31, 2020 1,254,316 5,750,000      
v3.21.1
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)
Oct. 02, 2020
shares
Initial Public Offering [Member]  
Stockholders' Equity  
Units issued (in shares) 23,000,000
Private Placement Warrants [Member]  
Stockholders' Equity  
Warrants issued (in shares) 6,600,000
v3.21.1
STATEMENT OF CASH FLOWS
5 Months Ended
Dec. 31, 2020
USD ($)
Cash Flows from Operating Activities:  
Net loss $ (1,006,396)
Adjustments to reconcile net loss to net cash used in operating activities:  
Operating costs paid through promissory note - related party 402
Interest earned on investments held in Trust Account (3,380)
Changes in operating assets and liabilities:  
Prepaid expenses (261,496)
Accrued expenses 723,277
Net cash used in operating activities (547,593)
Cash Flows from Investing Activities:  
Investment of cash in Trust Account (230,000,000)
Net cash used in investing activities (230,000,000)
Cash Flows from Financing Activities:  
Proceeds from issuance of Class B common stock to Sponsor 25,000
Proceeds from sale of Units, net of underwriting discounts paid 225,796,000
Proceeds from sale of Private Placement Warrants 6,600,000
Repayment of advances from related party (2,279)
Proceeds from promissory notes - related parties 249,598
Repayment of promissory notes - related party (250,000)
Payment of offering costs (880,477)
Net cash provided by financing activities 231,537,842
Net Change in Cash 990,249
Cash - Beginning of period 0
Cash - Ending of period 990,249
Non-Cash financing activities:  
Initial classification of Class A common stock subject to possible redemption 218,459,760
Change in value of Class A common stock subject to possible redemption (1,002,920)
Deferred underwriting fee payable 8,050,000
Offering costs included in accrued offering costs 25,000
Offering costs paid through advances from related party $ 2,279
v3.21.1
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
12 Months Ended
Dec. 31, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract]  
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Climate Change Crisis Real Impact I Acquisition Corporation (the “Company”) was incorporated in Delaware on August 4, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company has one subsidiary, CRIS Thunder Merger LLC, a wholly-owned subsidiary of the Company incorporated in Delaware on January 12, 2021 (“SPAC Sub”) (see Note 10).

As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 4, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination, and activities in connection with the proposed acquisition of EVgo Holdings, LLC, a Delaware limited liability company (“Holdings”) (see Note 10). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on September 29, 2020 and the Company signed an agreement with a syndicate of underwriters to issue 23,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000 which is described in Note 3. On October 2, 2020 the Company completed the Initial Public Offering.

Simultaneously with the closing of the Initial Public Offering, the Company completed the sale of 6,600,000 warrants (the “Private Placement Warrants”) at $1.00 per Private Placement Warrant in a private placement to Climate Change Crisis Real Impact I Acquisition Holdings, LLC (the “Sponsor”), generating gross proceeds of $6,600,000, which is described in Note 4.

Transaction costs amounted to $13,161,756 consisting of $4,204,000 in cash underwriting fees, $8,050,000 of deferred underwriting fees and $907,756 of other offering costs.

Following the closing of the Initial Public Offering on October 2, 2020, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States. The funds in the Trust Account will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations (less $100,000 of interest to pay dissolution expenses).

Substantially all of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants are intended to be applied generally toward consummating a Business Combination, and the Company’s management has broad discretion to identify targets for such a potential Business Combination and over the specific application of the funds held in the Trust Account if and when such funds are properly released from the Trust Account. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the PIMCO private funds (an affiliate of the Sponsor).

The Company will provide the holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until October 2, 2022, or such later date as a result of a stockholder vote to amend the Amended and Restated Certificate of Incorporation, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
v3.21.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of SEC.

Emerging Growth Company

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

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Offering Costs

Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $13,161,756 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 18,100,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statements of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

  
For the Period
From
August 4, 2020
(inception)
Through
December 31,
 
  
2020
 
Redeemable Class A Common Stock
   
Numerator: Earnings allocable to Redeemable Class A Common Stock
   
Interest Income
 
$
3,411
 
Income and Franchise Tax
  
(3,411
)
Net Earnings
 
$
 
Denominator: Weighted Average Redeemable Class A Common Stock
  

 
Redeemable Class A Common Stock, Basic and Diluted
  
23,000,000
 
Earnings/Basic and Diluted Redeemable Class A Common Stock
 
$
0.00
 
     
Non-Redeemable Class B Common Stock
    
Numerator: Net Loss minus Redeemable Net Earnings
    
Net Loss
 
$
(1,006,396
)
Redeemable Net Earnings
  
 
Non-Redeemable Net Loss
 
$
(1,006,396
)
Denominator: Weighted Average Non-Redeemable Class B Common Stock
  

 
Non-Redeemable Class B Common Stock, Basic and Diluted
  
5,473,958
 
Loss/Basic and Diluted Non-Redeemable Class B Common Stock
 
$
(0.18
)

Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the stockholders.

Concentration of Credit Risk

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

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
v3.21.1
INITIAL PUBLIC OFFERING
12 Months Ended
Dec. 31, 2020
INITIAL PUBLIC OFFERING [Abstract]  
INITIAL PUBLIC OFFERING
NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, on October 2, 2020, the Company sold 23,000,000 Units which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. The PIMCO private funds (an affiliate of the Sponsor) purchased an aggregate of 1,980,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).
v3.21.1
PRIVATE PLACEMENT
12 Months Ended
Dec. 31, 2020
PRIVATE PLACEMENT [Abstract]  
PRIVATE PLACEMENT
NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $6,600,000 in the aggregate. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.
v3.21.1
RELATED PARTY TRANSACTIONS
12 Months Ended
Dec. 31, 2020
RELATED PARTY TRANSACTIONS [Abstract]  
RELATED PARTY TRANSACTIONS
NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On August 10, 2020, the Sponsor purchased 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. In September 2020, the Sponsor transferred 175,500 Founder Shares to directors, officers and consultants of the Company (together with the Sponsor, the “initial stockholders”). The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the initial stockholders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 750,000 Founder Shares are no longer subject to forfeiture.

The initial stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.

Consulting Arrangements

During the year ended December 31, 2020, the Company entered into consulting arrangements with several service provider for administrative services, potential target and financial analysis and due diligence services to the Company. These arrangements provide for aggregate monthly fees of approximately $90,000. For the period from August 4, 2020 (inception) through December 31, the Company incurred $233,373 in such fees. At December 31, 2020, $50,000 is included in accrued expenses in the accompanying balance sheet.

Advance from Related Party

The Sponsor advanced the Company an aggregate of $2,279 to pay for certain costs in connection with the Initial Public Offering. The advances were non-interest bearing and due on demand. The outstanding advances were repaid at the closing of the Initial Public Offering on October 2, 2020.

Promissory Note — Related Party

On August 10, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company was entitled to borrow up to an aggregate principal amount of $250,000. The Promissory Note was non-interest bearing and payable on the earlier of March 31, 2021 or the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note was repaid at the closing of the Initial Public Offering on October 2, 2020.

Related Party Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be converted into warrants, at a price of $1.00 per warrant, of the post Business Combination entity. The warrants would be identical to the Private Placement Warrants. 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. As of December 31, 2020, no Working Capital Loans were outstanding.
v3.21.1
COMMITMENTS AND CONTINGENCIES
12 Months Ended
Dec. 31, 2020
COMMITMENTS AND CONTINGENCIES [Abstract]  
COMMITMENTS AND CONTINGENCIES
NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration and Stockholder Rights

Pursuant to a registration and stockholder rights agreement entered into on September 29, 2020, the holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). Any holder of at least 20% of the outstanding registrable securities owned by the holders are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear certain expenses incurred in connection with the filing of any such registration statements.

In addition, pursuant to the registration and stockholder rights agreement, upon consummation of a Business Combination, the Company’s initial stockholders will be entitled to designate three individuals for nomination for election to the Company’s board of directors for so long as they continue to hold, collectively, at least 50% of the Founder Shares (or the securities into which such Founder Shares convert) held by such persons on the date of this prospectus. Thereafter, such initial stockholders will be entitled to designate (i) two individuals for nomination for election to the Company’s board of directors for so long they continue to hold, collectively, at least 30% of the Founder Shares (or the securities into which such Founder Shares convert) held by such persons on the date of this prospectus and (ii) one individual for nomination for election to the Company’s board of directors for so long they continue to hold, collectively, at least 20% of the Founder Shares (or the securities into which such Founder Shares convert) held by such persons on the date of this prospectus.

Deferred Underwriting Fee

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriters did not receive any upfront underwriting discount or commissions on the 1,980,000 Units purchased by the PIMCO private funds or their respective affiliates but will receive deferred underwriting commissions with respect to such Units.
v3.21.1
STOCKHOLDERS' EQUITY
12 Months Ended
Dec. 31, 2020
STOCKHOLDERS' EQUITY [Abstract]  
STOCKHOLDERS' EQUITY
NOTE 7. STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020, there was 1,254,316 shares of Class A common stock issued and outstanding, excluding 21,745,684 shares of Class A common stock subject to possible redemption.

Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. At December 31, 2020, there were 5,750,000 shares of Class B common stock issued and outstanding. Holders of Class B common stock are entitled to one vote for each share. Prior to the Business Combination, only holders of shares of Class B common stock have the right to vote on the election of directors.

Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon completion of the Initial Public Offering, plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than fifteen business days after the closing of the Company’s initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause such registration statement to become effective within 60 business days after the closing of a Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if shares of the Class A common stock are at the time of any exercise of a public warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

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 to each warrant holder; and

if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends to the notice of redemption to the warrant holders (“Reference Value”) equals or exceeds $18.00 per share (as adjusted).

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

Redemption of Warrants when the price per 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 Class A common stock;

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and

if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above.

The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company 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 shares of 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 share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, and will be entitled to certain registration rights (see Note 6). Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.
v3.21.1
INCOME TAX
12 Months Ended
Dec. 31, 2020
INCOME TAX [Abstract]  
INCOME TAX
NOTE 8. INCOME TAX

The Company’s net deferred tax assets are as follows:

  
December 31,
 
  
2020
 
Deferred tax assets
   
Net operating loss carryforward
 $
16,514
 
Organizational costs/Startup expenses
 

194,829
 
Total deferred tax assets
  
211,343
 
Valuation allowance
  
(211,343
)
Deferred tax assets, net of allowance
 
$
 

The income tax provision consists of the following:

  
December 31,
 
  
2020
 
Federal
   
Current
 
$
 
Deferred
  
(211,343
)
     
State
    
Current
 
$
 
Deferred
  
 
Change in valuation allowance
  
211,343
 
Income tax provision
 
$
 

As of December 31, 2020, the Company had $78,638 of U.S. federal and state net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from August 4, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $211,343.

A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:

  
December 31,
2020
 
    
Statutory federal income tax rate
  
21.0
%
State taxes, net of federal tax benefit
  
0.0
%
Change in valuation allowance
  
(21.0
)%
Income tax provision
  
0.00
%

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.
v3.21.1
FAIR VALUE MEASUREMENTS
12 Months Ended
Dec. 31, 2020
FAIR VALUE MEASUREMENTS [Abstract]  
FAIR VALUE MEASUREMENTS
NOTE 9. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:


Level 1:
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.


Level 2:
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.


Level 3:
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At December 31, 2020, assets held in the Trust Account were comprised of $230,003,380 in money market funds which are invested primarily in U.S. Treasury Securities. Through December 31, 2020, the Company did not withdraw any of interest earned on the Trust Account to pay for its franchise and income tax obligations.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description
 
Level
  
December 31,
2020
 
Assets:
      
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund
  
1
  
$
230,003,380
 
v3.21.1
SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2020
SUBSEQUENT EVENTS [Abstract]  
SUBSEQUENT EVENTS
NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On January 21, 2021, the Company and SPAC Sub, entered into a business combination agreement (the “Business Combination Agreement”) with Holdings, EVgo HoldCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of Holdings (the “HoldCo”) and EVGO OPCO, LLC, a Delaware limited liability company and wholly-owned subsidiary of Holdings (“OpCo” and, together with Holdings and HoldCo, the “EVgo Parties”). The transactions contemplated by the Business Combination Agreement are collectively referred to herein as the “business combination.”

Pursuant to the Business Combination Agreement, at the closing of the business combination (the “Closing”) on the date the transactions are consummated (the “Closing Date”):


(i)
The Company will contribute all of its assets to SPAC Sub, including but not limited to (1) an amount of funds equal to (A) funds held in the Trust Account, plus (B) net cash proceeds from the PIPE (as defined below), plus (C) any cash held by the Company in any working capital or similar account, less any transaction expenses of the Company and the EVgo Parties; and (2) a number of newly issued shares of Class B common stock, par value $0.0001 per share (the “Class B common stock” and, together with the Class A common stock, “common stock”) of the Company equal to the number of units of OpCo (“OpCo Units”) to be issued to Holdings (the “Holdings OpCo Units”) under the Business Combination Agreement, which will be equal to the quotient obtained by dividing (x) $1,958,000,000 by (y) $10.00 (such shares, the “Holdings Class B Shares” and such transaction, the “SPAC Contribution”);


(ii)
immediately following the SPAC Contribution, Holdings will contribute to OpCo all of the issued and outstanding limited liability company interests of the Company and, in connection therewith, (1) OpCo will be recapitalized as set forth in the OpCo A&R LLC Agreement (as defined in the Business Combination Agreement), and (2) OpCo will issue to Holdings the Holdings OpCo Units (such transactions, the “Holdings Contribution”);


(iii)
immediately following the Holdings Contribution, SPAC Sub will transfer to Holdings the Holdings Class B Shares and the right to enter into the Tax Receivable Agreement (as defined in the Business Combination Agreement) (such transactions, the “SPAC Sub Transfer”); and


(iv)
immediately following the SPAC Sub Transfer, SPAC Sub will contribute to OpCo all of its remaining assets in exchange for the issuance by OpCo to SPAC Sub of the number of OpCo Units equal to the number of shares of Class A common stock issued and outstanding after giving effect to the business combination and the PIPE (the “Issued OpCo Units”) (the “SPAC Sub Contribution”).

The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Business Combination Agreement.

In connection with the execution of the Business Combination Agreement, on January 21, 2021, the Company entered into separate subscription agreements (the “Subscription Agreements”) with a number of investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to purchase, and the Company has agreed to sell to the PIPE Investors, an aggregate of 40,000,000 shares of Class A common stock (the “PIPE Shares”), for a purchase price of $10.00 per share, or an aggregate purchase price of $400.0 million, in a private placement (the “PIPE”).

Each Subscription Agreement contains customary representations and warranties of the Company, on the one hand, and the applicable PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the proposed business combination. The purpose of the PIPE is to raise additional capital for use by HoldCo and its subsidiaries following the closing or the proposed business combination.

Pursuant to the Subscription Agreements, the Company agreed that, within 30 calendar days after the Closing Date (the “Filing Deadline”), the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”), and the Company will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies the Company that it will “review” the PIPE Resale Registration Statement) following the Filing Deadline and (ii) the 5th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the PIPE Resale Registration Statement will not be “reviewed” or will not be subject to further review.
v3.21.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
12 Months Ended
Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]  
Basis of Presentation
Basis of Presentation

The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of SEC.
Use of Estimates
Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Offering Costs
Offering Costs

Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $13,161,756 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Income Taxes
Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) per Common Share
Net Income (Loss) per Common Share

Net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 18,100,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statements of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

  
For the Period
From
August 4, 2020
(inception)
Through
December 31,
 
  
2020
 
Redeemable Class A Common Stock
   
Numerator: Earnings allocable to Redeemable Class A Common Stock
   
Interest Income
 
$
3,411
 
Income and Franchise Tax
  
(3,411
)
Net Earnings
 
$
 
Denominator: Weighted Average Redeemable Class A Common Stock
  

 
Redeemable Class A Common Stock, Basic and Diluted
  
23,000,000
 
Earnings/Basic and Diluted Redeemable Class A Common Stock
 
$
0.00
 
     
Non-Redeemable Class B Common Stock
    
Numerator: Net Loss minus Redeemable Net Earnings
    
Net Loss
 
$
(1,006,396
)
Redeemable Net Earnings
  
 
Non-Redeemable Net Loss
 
$
(1,006,396
)
Denominator: Weighted Average Non-Redeemable Class B Common Stock
  

 
Non-Redeemable Class B Common Stock, Basic and Diluted
  
5,473,958
 
Loss/Basic and Diluted Non-Redeemable Class B Common Stock
 
$
(0.18
)

Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the stockholders.
Concentration of Credit Risk
Concentration of Credit Risk

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

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Recent Accounting Standards
Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
v3.21.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
12 Months Ended
Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]  
Basic and Diluted Loss Per Common Share
The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

  
For the Period
From
August 4, 2020
(inception)
Through
December 31,
 
  
2020
 
Redeemable Class A Common Stock
   
Numerator: Earnings allocable to Redeemable Class A Common Stock
   
Interest Income
 
$
3,411
 
Income and Franchise Tax
  
(3,411
)
Net Earnings
 
$
 
Denominator: Weighted Average Redeemable Class A Common Stock
  

 
Redeemable Class A Common Stock, Basic and Diluted
  
23,000,000
 
Earnings/Basic and Diluted Redeemable Class A Common Stock
 
$
0.00
 
     
Non-Redeemable Class B Common Stock
    
Numerator: Net Loss minus Redeemable Net Earnings
    
Net Loss
 
$
(1,006,396
)
Redeemable Net Earnings
  
 
Non-Redeemable Net Loss
 
$
(1,006,396
)
Denominator: Weighted Average Non-Redeemable Class B Common Stock
  

 
Non-Redeemable Class B Common Stock, Basic and Diluted
  
5,473,958
 
Loss/Basic and Diluted Non-Redeemable Class B Common Stock
 
$
(0.18
)
v3.21.1
INCOME TAX (Tables)
12 Months Ended
Dec. 31, 2020
INCOME TAX [Abstract]  
Deferred Tax Assets
The Company’s net deferred tax assets are as follows:

  
December 31,
 
  
2020
 
Deferred tax assets
   
Net operating loss carryforward
 $
16,514
 
Organizational costs/Startup expenses
 

194,829
 
Total deferred tax assets
  
211,343
 
Valuation allowance
  
(211,343
)
Deferred tax assets, net of allowance
 
$
 
Income Tax Provision During Period
The income tax provision consists of the following:

  
December 31,
 
  
2020
 
Federal
   
Current
 
$
 
Deferred
  
(211,343
)
     
State
    
Current
 
$
 
Deferred
  
 
Change in valuation allowance
  
211,343
 
Income tax provision
 
$
 
Reconciliation of Federal Income Tax Rate
A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:

  
December 31,
2020
 
    
Statutory federal income tax rate
  
21.0
%
State taxes, net of federal tax benefit
  
0.0
%
Change in valuation allowance
  
(21.0
)%
Income tax provision
  
0.00
%
v3.21.1
FAIR VALUE MEASUREMENTS (Tables)
12 Months Ended
Dec. 31, 2020
FAIR VALUE MEASUREMENTS [Abstract]  
Assets Measured on Recurring Basis
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description
 
Level
  
December 31,
2020
 
Assets:
      
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund
  
1
  
$
230,003,380
 
v3.21.1
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)
5 Months Ended
Oct. 02, 2020
USD ($)
$ / shares
shares
Dec. 31, 2020
USD ($)
$ / shares
Jan. 21, 2021
Subsidiary
Proceeds from Issuance of Equity [Abstract]      
Gross proceeds from initial public offering   $ 225,796,000  
Transaction costs $ 13,161,756    
Underwriting fees 4,204,000    
Deferred underwriting fees 8,050,000 8,050,000  
Other costs $ 907,756    
Net proceeds deposited into trust account   $ 230,003,380  
Subsequent Event [Member]      
Proceeds from Issuance of Equity [Abstract]      
Number of subsidiaries | Subsidiary     1
Maximum [Member]      
Proceeds from Issuance of Equity [Abstract]      
Net proceeds from Initial Public Offering and Private Placement per unit (in dollars per share) | $ / shares   $ 10.00  
Interest on Trust Account that can be held to pay dissolution expenses   $ 100,000  
Private Placement Warrants [Member]      
Proceeds from Issuance of Equity [Abstract]      
Share price (in dollars per share) | $ / shares $ 1.00    
Warrants issued (in shares) | shares 6,600,000    
Gross proceeds from issuance of warrants $ 6,600,000    
Initial Public Offering [Member]      
Proceeds from Issuance of Equity [Abstract]      
Units issued (in shares) | shares 23,000,000    
Gross proceeds from initial public offering $ 230,000,000    
Net proceeds from Initial Public Offering and Private Placement per unit (in dollars per share) | $ / shares $ 10.00    
Initial Public Offering [Member] | Public Shares [Member]      
Proceeds from Issuance of Equity [Abstract]      
Units issued (in shares) | shares 23,000,000    
Share price (in dollars per share) | $ / shares $ 10.00    
Net proceeds deposited into trust account $ 230,000,000    
Redemption price (in dollars per share) | $ / shares $ 10.00    
Over-Allotment Option [Member] | Public Shares [Member]      
Proceeds from Issuance of Equity [Abstract]      
Units issued (in shares) | shares 3,000,000    
Share price (in dollars per share) | $ / shares $ 10.00    
v3.21.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)
5 Months Ended
Dec. 31, 2020
Oct. 02, 2020
Offering Costs [Abstract]    
Offering Costs   $ 13,161,756
Income Taxes [Abstract]    
Unrecognized tax benefits $ 0  
Accrued interest and penalties 0  
Numerator: Net Income minus Redeemable Net Earnings [Abstract]    
Interest Income 3,380  
Net loss $ (1,006,396)  
Class A Common Stock [Member]    
Net Income (Loss) per Common Share [Abstract]    
Antidilutive securities excluded from computation of earnings per share (in shares) 18,100,000  
Redeemable Class A Common Stock [Member]    
Numerator: Net Income minus Redeemable Net Earnings [Abstract]    
Interest Income $ 3,411  
Investment Income Interest, Allocated for Income Taxes (3,411)  
Net Earnings $ 0  
Denominator: Weighted Average Non-Redeemable Class B Common Stock [Abstract]    
Weighted average shares, basic and diluted (in shares) 23,000,000  
Basic and diluted net earnings/loss per share (in dollars per share) $ 0  
Non-Redeemable Class B Common Stock [Member]    
Numerator: Net Income minus Redeemable Net Earnings [Abstract]    
Net loss $ (1,006,396)  
Net Earnings 0  
Non-Redeemable Net Loss $ (1,006,396)  
Denominator: Weighted Average Non-Redeemable Class B Common Stock [Abstract]    
Weighted average shares, basic and diluted (in shares) 5,473,958  
Basic and diluted net earnings/loss per share (in dollars per share) $ (0.18)  
v3.21.1
INITIAL PUBLIC OFFERING (Details)
Oct. 02, 2020
$ / shares
shares
PIMCO [Member]  
Initial Public Offering [Abstract]  
Units issued (in shares) 1,980,000
Unit price (in dollars per share) | $ / shares $ 10.00
Initial Public Offering [Member]  
Initial Public Offering [Abstract]  
Units issued (in shares) 23,000,000
Initial Public Offering [Member] | Public Shares [Member]  
Initial Public Offering [Abstract]  
Units issued (in shares) 23,000,000
Unit price (in dollars per share) | $ / shares $ 10.00
Initial Public Offering [Member] | Public Warrant [Member]  
Initial Public Offering [Abstract]  
Number of securities called by each unit (in shares) 0.5
Warrants exercise price (In dollars per share) | $ / shares $ 11.50
Initial Public Offering [Member] | Class A Common Stock [Member]  
Initial Public Offering [Abstract]  
Number of securities called by each unit (in shares) 1
Number of securities called by each warrant (in shares) 1
Over-Allotment Option [Member] | Public Shares [Member]  
Initial Public Offering [Abstract]  
Units issued (in shares) 3,000,000
Unit price (in dollars per share) | $ / shares $ 10.00
v3.21.1
PRIVATE PLACEMENT (Details) - Private Placement Warrants [Member] - USD ($)
Oct. 02, 2020
Dec. 31, 2020
Private Placement Warrants [Abstract]    
Warrants issued (in shares) 6,600,000  
Share price (in dollars per share) $ 1.00  
Gross proceeds from issuance of warrants $ 6,600,000  
Class A Common Stock [Member]    
Private Placement Warrants [Abstract]    
Number of securities called by each warrant (in shares)   1
Warrants exercise price (in dollars per share)   $ 11.50
v3.21.1
RELATED PARTY TRANSACTIONS, Founder Shares (Details) - USD ($)
2 Months Ended 5 Months Ended 12 Months Ended
Aug. 10, 2020
Sep. 30, 2020
Dec. 31, 2020
Dec. 31, 2020
Oct. 02, 2020
Founder Shares [Abstract]          
Proceeds from issuance of Class B common stock to Sponsor     $ 25,000    
Over-Allotment Option [Member] | Class B Common Stock [Member]          
Founder Shares [Abstract]          
Number of shares no longer subject to forfeiture (in shares)         750,000
Founder Shares [Member] | Minimum [Member]          
Founder Shares [Abstract]          
Period not to transfer, assign or sell shares       1 year  
Founder Shares [Member] | Class A Common Stock [Member]          
Founder Shares [Abstract]          
Number of trading days     20 days    
Trading day threshold period     30 days    
Founder Shares [Member] | Class A Common Stock [Member] | Minimum [Member]          
Founder Shares [Abstract]          
Share price (in dollars per share)     $ 12.00 $ 12.00  
Threshold period after initial Business Combination     150 days    
Founder Shares [Member] | Class B Common Stock [Member]          
Founder Shares [Abstract]          
Ownership interest, as converted percentage 20.00%        
Founder Shares [Member] | Class B Common Stock [Member] | Maximum [Member]          
Founder Shares [Abstract]          
Common stock, shares subject to forfeiture (in shares) 750,000        
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member]          
Founder Shares [Abstract]          
Shares issued (in shares) 5,750,000        
Proceeds from issuance of Class B common stock to Sponsor $ 25,000        
Founder Shares [Member] | Directors, Officers and Consultants [Member] | Class B Common Stock [Member]          
Founder Shares [Abstract]          
Shares issued (in shares)   175,500      
v3.21.1
RELATED PARTY TRANSACTIONS, Consulting Arrangements (Details) - Consulting Arrangements [Member]
5 Months Ended
Dec. 31, 2020
USD ($)
Related Party Transactions [Abstract]  
Monthly fee $ 90,000
Fees incurred 233,373
Accrued Expenses [Member]  
Related Party Transactions [Abstract]  
Fees payable $ 50,000
v3.21.1
RELATED PARTY TRANSACTIONS, Promissory Note, Administrative Support Agreement and Related Party Loans (Details)
5 Months Ended
Dec. 31, 2020
USD ($)
$ / shares
Related Party Transactions [Abstract]  
Repayment of advances $ 2,279
Proceeds from promissory note 249,598
Repayment of promissory note 250,000
Promissory Note [Member]  
Related Party Transactions [Abstract]  
Proceeds from promissory note 250,000
Sponsor [Member] | Advances [Member]  
Related Party Transactions [Abstract]  
Related party transaction 2,279
Repayment of advances 2,279
Sponsor [Member] | Promissory Note [Member]  
Related Party Transactions [Abstract]  
Repayment of promissory note 250,000
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member]  
Related Party Transactions [Abstract]  
Related party transaction $ 2,000,000
Share price (in dollars per share) | $ / shares $ 1.00
v3.21.1
COMMITMENTS AND CONTINGENCIES, Registration and Stockholder Rights (Details)
Dec. 31, 2020
Individual
Registration and Stockholder Rights [Abstract]  
Number of individuals can be nominated for election in board of directors by 50% funders share holder 3
Number of individuals can be nominated for election in board of directors by 30% funders share holder 2
Number of individuals can be nominated for election in board of directors by 20% funders share holder 1
Minimum [Member]  
Registration and Stockholder Rights [Abstract]  
Threshold percentage of outstanding registrable securities holder, to make demand 20.00%
Maximum [Member]  
Registration and Stockholder Rights [Abstract]  
Number of demands eligible security holder can make 2
v3.21.1
COMMITMENTS AND CONTINGENCIES, Deferred Underwriting Fee (Details) - USD ($)
Oct. 02, 2020
Dec. 31, 2020
Underwriting Agreement [Abstract]    
Underwriters deferred fee (in dollars per unit)   $ 0.35
Deferred underwriting fees $ 8,050,000 $ 8,050,000
PIMCO [Member]    
Underwriting Agreement [Abstract]    
Units issued (in shares) 1,980,000  
v3.21.1
STOCKHOLDERS' EQUITY, Preferred Stock and Common Stock (Details)
5 Months Ended
Dec. 31, 2020
$ / shares
shares
Stockholders' Equity [Abstract]  
Preferred stock, shares authorized (in shares) 1,000,000
Preferred stock, par value (in dollars per share) | $ / shares $ 0.0001
Preferred stock, shares issued (in shares) 0
Preferred stock, shares outstanding (in shares) 0
Stock conversion basis at time of business combination 1
Stock conversion percentage threshold 20.00%
Class A Common Stock [Member]  
Stockholders' Equity [Abstract]  
Common stock, shares authorized (in shares) 100,000,000
Common stock, par value (in dollars per share) | $ / shares $ 0.0001
Voting right per share One vote
Common stock, shares issued (in shares) 1,254,316
Common stock, shares outstanding (in shares) 1,254,316
Common stock subject to possible redemption (in shares) 21,745,684
Class B Common Stock [Member]  
Stockholders' Equity [Abstract]  
Common stock, shares authorized (in shares) 10,000,000
Common stock, par value (in dollars per share) | $ / shares $ 0.0001
Voting right per share One vote
Common stock, shares issued (in shares) 5,750,000
Common stock, shares outstanding (in shares) 5,750,000
v3.21.1
STOCKHOLDERS' EQUITY, Warrants (Details)
5 Months Ended
Dec. 31, 2020
$ / shares
Warrants [Abstract]  
Period for warrants to become exercisable upon closing of business combination 30 days
Expiration period of warrants 5 years
Period for registration statement to become effective 60 days
Minimum [Member]  
Warrants [Abstract]  
Period for warrants to become exercisable after IPO 12 months
Maximum [Member]  
Warrants [Abstract]  
Number of days to file registration statement 15 days
Class A Common Stock [Member] | Additional Issue of Common Stock or Equity-linked Securities [Member]  
Warrants [Abstract]  
Warrant redemption price (in dollars per share) $ 18.00
Number of trading days 20 days
Percentage of aggregate gross proceeds from such issuances newly issued price 115.00%
Percentage of newly issued price to be adjusted to exercise price of warrants 60.00%
Percentage of newly issued price to be adjusted to redemption trigger price 180.00%
Warrant redemption trigger price (in dollars per share) $ 10.00
Period not to transfer, assign or sell warrants 30 days
Class A Common Stock [Member] | Additional Issue of Common Stock or Equity-linked Securities [Member] | Maximum [Member]  
Warrants [Abstract]  
Share price (in dollars per share) $ 9.20
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Common Stock [Member]  
Warrants [Abstract]  
Warrant redemption price (in dollars per share) $ 0.01
Notice period to redeem warrants 30 days
Number of trading days 20 days
Trading day threshold period 30 days
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Common Stock [Member] | Minimum [Member]  
Warrants [Abstract]  
Share price (in dollars per share) $ 18.00
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Common Stock [Member]  
Warrants [Abstract]  
Share price (in dollars per share) 10.00
Warrant redemption price (in dollars per share) $ 0.10
Notice period to redeem warrants 30 days
v3.21.1
INCOME TAX (Details)
5 Months Ended
Dec. 31, 2020
USD ($)
Deferred tax assets [Abstract]  
Net operating loss carryforward $ 16,514
Organizational costs/Startup expenses 194,829
Total deferred tax assets 211,343
Valuation allowance (211,343)
Deferred tax assets, net of allowance 0
Federal [Abstract]  
Current 0
Deferred (211,343)
State [Abstract]  
Current 0
Deferred 0
Change in valuation allowance 211,343
Income tax provision 0
Federal and State net operating loss carryovers $ 78,638
Reconciliation of Federal Income Tax Rate [Abstract]  
Statutory federal income tax rate 21.00%
State taxes, net of federal tax benefit 0.00%
Change in valuation allowance (21.00%)
Income tax provision 0.00%
v3.21.1
FAIR VALUE MEASUREMENTS (Details)
Dec. 31, 2020
USD ($)
Recurring [Member] | Level 1 [Member]  
Assets [Abstract]  
Investments held in Trust Account $ 230,003,380
v3.21.1
SUBSEQUENT EVENTS (Details) - USD ($)
5 Months Ended
Jan. 21, 2021
Dec. 31, 2020
Subsequent Event [Abstract]    
Aggregate purchase price   $ 25,000
Class A Common Stock [Member]    
Subsequent Event [Abstract]    
Common stock, par value (in dollars per share)   $ 0.0001
Class B Common Stock [Member]    
Subsequent Event [Abstract]    
Common stock, par value (in dollars per share)   $ 0.0001
Subsequent Event [Member]    
Subsequent Event [Abstract]    
Maximum number of calendar days company agreed to file 30 days  
PIPE Investors [Member] | Subsequent Event [Member] | Class A Common Stock [Member]    
Subsequent Event [Abstract]    
Number of shares purchased (in shares) 40,000,000  
Purchase price (in dollars per share) $ 10.00  
Aggregate purchase price $ 400,000,000  
EVgo Parties [Member] | Subsequent Event [Member]    
Subsequent Event [Abstract]    
Equity value $ 1,958,000,000  
EVgo Parties [Member] | Subsequent Event [Member] | Class B Common Stock [Member]    
Subsequent Event [Abstract]    
Common stock, par value (in dollars per share) $ 0.0001  
Share price (in dollars per share) $ 10.00