|
Delaware
(State or other jurisdiction of incorporation or organization) |
| |
6770
(Primary Standard Industrial Classification Code Number) |
| |
85-4374563
(I.R.S. Employer Identification Number) |
|
|
Raphael M. Russo, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 (212) 373-3000 |
| |
Paul D. Tropp, Esq.
Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 (212) 596-9000 |
|
| Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☐ | |
| | | | | Emerging growth company | | | ☒ | |
| | ||||||||||||||||
Title of Each Class of
Security Being Registered |
| | |
Amount
Being Registered |
| | |
Proposed
Maximum Offering Price per Security(1) |
| | |
Proposed
Maximum Aggregate Offering Price(1) |
| | |
Amount of
Registration Fee |
|
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-fourth of one redeemable warrant(2)
|
| | |
34,500,000 Units
|
| | |
$10.00
|
| | |
$345,000,000
|
| | |
$37,640
|
|
Shares of Class A common stock included as part of the units(3)(4)
|
| | |
34,500,000 Shares
|
| | |
—
|
| | |
—
|
| | |
—(5)
|
|
Redeemable warrants included as part of the units(3)(4)
|
| | |
8,625,000 Warrants
|
| | |
—
|
| | |
—
|
| | |
—(5)
|
|
Total
|
| | | | | | | | | | |
$345,000,000
|
| | |
$37,640
|
|
| | | | | 1 | | | |
| | | | | 32 | | | |
| | | | | 68 | | | |
| | | | | 69 | | | |
| | | | | 73 | | | |
| | | | | 74 | | | |
| | | | | 76 | | | |
| | | | | 77 | | | |
| | | | | 83 | | | |
| | | | | 113 | | | |
| | | | | 123 | | | |
| | | | | 126 | | | |
| | | | | 129 | | | |
| | | | | 147 | | | |
| | | | | 156 | | | |
| | | | | 162 | | | |
| | | | | 162 | | | |
| | | | | 162 | | | |
| | | | | F-1 | | |
| | |
December 31,
2020 |
| |||
| | |
Actual
|
| |||
Balance Sheet Data: | | | | | | | |
Working capital (deficiency)
|
| | | $ | (31,000) | | |
Total assets
|
| | | $ | 75,000 | | |
Total liabilities
|
| | | $ | 51,000 | | |
Stockholders’ equity
|
| | | $ | 24,000 | | |
| | |
Without Option to
Purchase Additional Units |
| |
Option to Purchase
Additional Units Exercised in Full |
| ||||||
Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1)
|
| | | $ | 300,000,000 | | | | | $ | 345,000,000 | | |
Gross proceeds from private placement warrants offered in the private placements
|
| | | | 8,000,000 | | | | | | 8,900,000 | | |
Total gross proceeds
|
| | | $ | 308,000,000 | | | | | $ | 353,900,000 | | |
Estimated offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3)
|
| | | $ | 6,000,000 | | | | | $ | 6,900,000 | | |
Legal fees and expenses
|
| | | | 325,000 | | | | | | 325,000 | | |
Printing and engraving expenses
|
| | | | 40,000 | | | | | | 40,000 | | |
Accounting fees and expenses
|
| | | | 30,000 | | | | | | 30,000 | | |
SEC expenses
|
| | | | 37,640 | | | | | | 37,640 | | |
FINRA expenses
|
| | | | 52,250 | | | | | | 52,250 | | |
Travel and road show
|
| | | | 10,000 | | | | | | 10,000 | | |
Directors and officers insurance premiums
|
| | | | 150,000 | | | | | | 150,000 | | |
NYSE listing and filing fees
|
| | | | 85,000 | | | | | | 85,000 | | |
Miscellaneous expenses(4)
|
| | | | 270,110 | | | | | | 270,110 | | |
Total estimated offering expenses (other than underwriting commissions)
|
| | | | 1,000,000 | | | | | | 1,000,000 | | |
Proceeds after estimated offering expenses
|
| | | $ | 301,000,000 | | | | | $ | 346,000,000 | | |
Held in trust account(3)
|
| | | $ | 300,000,000 | | | | | $ | 345,000,000 | | |
% of public offering size
|
| | | | 100% | | | | | | 100% | | |
Not held in trust account
|
| | | $ | 1,000,000 | | | | | $ | 1,000,000 | | |
| | |
Amount
|
| |
% of
Total |
| ||||||
Legal, accounting, due diligence, travel and other expenses in connection with any business combination(6)
|
| | | $ | 360,000 | | | | | | 36.0% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 200,000 | | | | | | 20.0 | | |
Payment for office space, administrative and support services
|
| | | | 228,000 | | | | | | 22.8 | | |
Reserve for liquidation expenses
|
| | | | 100,000 | | | | | | 10.0 | | |
NYSE continued listing fees
|
| | | | 85,000 | | | | | | 8.5 | | |
Working capital to cover miscellaneous expenses (including
franchise taxes net of anticipated interest income) |
| | | | 27,000 | | | | | | 2.7 | | |
Total
|
| | | $ | 1,000,000 | | | | | | 100.0% | | |
|
Public offering price
|
| | | $ | | | | | | 10.00 | | | |
|
Net tangible book value before this offering
|
| | | | (0.00) | | | | | | | | |
|
Increase attributable to public stockholders and sale of private placement warrants
|
| | | | | | | | | | 0.56 | | |
|
Pro forma net tangible book value after this offering and the sale of the private placement warrants
|
| | | | 0.56 | | | | | | | | |
|
Dilution to public stockholders
|
| | | | 9.44 | | | | | | | | |
|
Percentage of dilution to new investors
|
| | | | | | | | | | 94.4% | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average Price
per Share |
| |||||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| ||||||||||||||||||
Initial Stockholders(1)(2)
|
| | | | 7,500,000 | | | | | | 20.00% | | | | | $ | 25,000 | | | | | | 0.01% | | | | | $ | 0.0033 | | |
Public Stockholders
|
| | | | 30,000,000 | | | | | | 80.00% | | | | | | 300,000,000 | | | | | | 99.9% | | | | | $ | 10.000 | | |
| | | | | 37,500,000 | | | | | | 100.0% | | | | | $ | 300,025,000 | | | | | | 100.0% | | | | | | | | |
| | |
Number
|
| |||
Numerator: | | | | | | | |
Net tangible book value before this offering
|
| | | $ | 31,000 | | |
Proceeds from this offering and sale of the private placement warrants, net of expenses
|
| | | | 301,000,000 | | |
Plus: Offering costs accrued for and paid in advance, excluded from tangible book value before this offering
|
| | | | 55,000 | | |
Less: deferred underwriters’ commissions payable
|
| | | | (10,500,000) | | |
Less: amount of Class A common stock subject to redemption to maintain net tangible assets of at least $5,000,001
|
| | | $ | (285,523,990) | | |
| | | | | 5,000,010 | | |
Denominator: | | | | | | | |
Shares of Class B common stock outstanding prior to this offering
|
| | | | 8,625,000 | | |
Shares forfeited if option to purchase additional units is not exercised
|
| | | | (1,125,000) | | |
Shares of Class A common stock included in the units offered
|
| | | | 30,000,000 | | |
Less: shares subject to redemption to maintain net tangible assets of $5,000,001
|
| | | | (28,552,399) | | |
| | | | | 8,947,601 | | |
| | |
December 31, 2020
|
| |||||||||
| | |
Actual
|
| |
As Adjusted
|
| ||||||
Deferred underwriting commissions
|
| | | $ | — | | | | | $ | 10,500,000 | | |
Class A common stock, subject to redemption(2)
|
| | | | — | | | | | | 285,523,990 | | |
Stockholders’ equity (deficit): | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value, 1,000,000 shares authorized (actual); 1,000,000 shares authorized (as adjusted); no shares issued or outstanding (actual and as adjusted)
|
| | | | — | | | | | | — | | |
Common Stock | | | | | | | | | | | | | |
Class A common stock, $0.0001 par value, 200,000,000 shares authorized
(actual and as adjusted); no shares issued or outstanding (actual); 1,447,601(2) shares issued and outstanding (excluding 28,552,399 shares subject to redemption) (as adjusted) |
| | | | — | | | | | | 145 | | |
Class B common stock, $0.0001 par value, 20,000,000 shares authorized (actual and as adjusted); 8,625,000(3) shares issued and outstanding (actual); 7,500,000(3) shares issued and outstanding (as adjusted)
|
| | | | 863 | | | | | | 750 | | |
Additional paid-in capital(4)
|
| | | | 24,137 | | | | | | 5,000,115 | | |
Accumulated deficit
|
| | | | (1,000) | | | | | | (1,000) | | |
Total stockholders’ equity
|
| | | | 24,000 | | | | | | 5,000,010 | | |
Total capitalization
|
| | | $ | 24,000 | | | | | $ | 301,024,000 | | |
Type of Transaction
|
| |
Whether
Stockholder Approval is Required |
| |||
Purchase of assets
|
| | | | No | | |
Purchase of stock of target not involving a merger with the company
|
| | | | No | | |
Merger of target into a subsidiary of the company
|
| | | | No | | |
Merger of the company with a target
|
| | | | Yes | | |