Basis of Presentation and Summary of Significant Accounting Policies (Tables)
|
9 Months Ended |
Sep. 30, 2021 |
Accounting Policies [Abstract] |
|
Schedule of restatement of balance sheet |
As
of February 9, 2021 |
|
As
Reported |
|
|
Adjustment |
|
|
As
Restated |
|
Total
assets |
|
$ |
864,232,091 |
|
|
|
|
|
|
$ |
864,232,091 |
|
Derivative warrant liabilities
- public warrants |
|
|
- |
|
|
|
24,753,640 |
|
|
|
24,753,640 |
|
Derivative warrant liabilities
- private warrants |
|
|
- |
|
|
|
14,758,330 |
|
|
|
14,758,330 |
|
Total
liabilities |
|
$ |
30,945,988 |
|
|
$ |
39,511,970 |
|
|
$ |
70,457,958 |
|
Class A common stock subject
to possible redemption |
|
|
828,286,100 |
|
|
|
34,213,900 |
|
|
|
862,500,000 |
|
Preferred stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Class A common stock |
|
|
342 |
|
|
|
(342 |
) |
|
|
- |
|
Class B common stock |
|
|
2,156 |
|
|
|
- |
|
|
|
2,156 |
|
Additional paid-in capital |
|
|
5,102,015 |
|
|
|
(5,102,015 |
) |
|
|
- |
|
Accumulated deficit |
|
|
(104,510 |
) |
|
|
(68,623,513 |
) |
|
|
(68,728,023 |
) |
Total
stockholders’ equity (deficit) |
|
$ |
5,000,003 |
|
|
$ |
(73,725,870 |
) |
|
$ |
(68,725,867 |
) |
Total
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
|
$ |
864,232,091 |
|
|
$ |
- |
|
|
$ |
864,232,091 |
|
As
of March 31, 2021 |
|
As
Reported |
|
|
Adjustment |
|
|
As
Restated |
|
Total
assets |
|
$ |
863,892,591 |
|
|
|
|
|
|
$ |
863,892,591 |
|
Total
liabilities |
|
$ |
73,855,497 |
|
|
|
|
|
|
$ |
73,855,497 |
|
Class A common stock subject
to possible redemption |
|
|
785,037,090 |
|
|
|
77,462,910 |
|
|
|
862,500,000 |
|
Preferred stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Class A common stock |
|
|
775 |
|
|
|
(775 |
) |
|
|
- |
|
Class B common stock |
|
|
2,156 |
|
|
|
- |
|
|
|
2,156 |
|
Additional paid-in capital |
|
|
10,186,449 |
|
|
|
(10,186,449 |
) |
|
|
- |
|
Accumulated deficit |
|
|
(5,189,376 |
) |
|
|
(67,275,686 |
) |
|
|
(72,465,062 |
) |
Total
stockholders’ equity (deficit) |
|
$ |
5,000,004 |
|
|
$ |
(77,462,910 |
) |
|
$ |
(72,462,906 |
) |
Total
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
|
$ |
863,892,591 |
|
|
$ |
- |
|
|
$ |
863,892,591 |
|
As
of June 30, 2021 |
|
As
Reported |
|
|
Adjustment |
|
|
As
Restated |
|
Total
assets |
|
$ |
864,720,703 |
|
|
|
|
|
|
$ |
864,720,703 |
|
Total
liabilities |
|
$ |
85,368,782 |
|
|
|
|
|
|
$ |
85,368,782 |
|
Class A common stock subject
to possible redemption |
|
|
774,351,920 |
|
|
|
88,148,080 |
|
|
|
862,500,000 |
|
Preferred stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Class A common stock |
|
|
881 |
|
|
|
(881 |
) |
|
|
- |
|
Class B common stock |
|
|
2,156 |
|
|
|
- |
|
|
|
2,156 |
|
Additional paid-in capital |
|
|
20,871,512 |
|
|
|
(20,871,512 |
) |
|
|
- |
|
Accumulated deficit |
|
|
(15,874,548 |
) |
|
|
(67,275,687 |
) |
|
|
(83,150,235 |
) |
Total
stockholders’ equity (deficit) |
|
$ |
5,000,001 |
|
|
$ |
(88,148,080 |
) |
|
$ |
(83,148,079 |
) |
Total
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
|
$ |
864,720,703 |
|
|
$ |
- |
|
|
$ |
864,720,703 |
|
|
Schedule of restatement of cash flows |
Form 10-Q: Three Months Ended March
31, 2021 |
|
|
|
As
Reported |
|
|
Adjustment |
|
|
As
Restated |
|
Cash
Flow from Operating Activities |
|
$ |
(1,595,099 |
) |
|
$ |
- |
|
|
$ |
(1,595,099 |
) |
Cash
Flows from Investing Activities |
|
$ |
(862,500,000 |
) |
|
$ |
- |
|
|
$ |
(862,500,000 |
) |
Cash
Flows from Financing Activities |
|
$ |
864,116,292 |
|
|
$ |
- |
|
|
$ |
864,116,292 |
|
Supplemental
Disclosure of Noncash Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Offering costs included in
accounts payable |
|
$ |
250,000 |
|
|
$ |
- |
|
|
$ |
250,000 |
|
Offering costs included in
accrued expenses |
|
$ |
372,369 |
|
|
$ |
- |
|
|
$ |
372,369 |
|
Offering costs paid by related
party under promissory note |
|
$ |
94,099 |
|
|
$ |
- |
|
|
$ |
94,099 |
|
Deferred underwriting commissions |
|
$ |
30,187,500 |
|
|
$ |
- |
|
|
$ |
30,187,500 |
|
Reversal of offering costs
included in accounts payable in prior year |
|
$ |
113,386 |
|
|
$ |
- |
|
|
$ |
113,386 |
|
Derivative warrant liabilities
in connection with initial public offering and private placement |
|
$ |
(39,511,970 |
) |
|
$ |
- |
|
|
$ |
(39,511,970 |
) |
Initial value of common stock
subject to possible redemption |
|
$ |
788,774,130 |
|
|
$ |
(788,774,130 |
) |
|
$ |
- |
|
Change in value of common
stock subject to possible redemption |
|
$ |
(3,737,040 |
) |
|
$ |
3,737,040 |
|
|
$ |
- |
|
Form
10-Q: Six Months Ended June 30, 2021 |
|
|
|
As
Reported |
|
|
Adjustment |
|
|
As
Restated |
|
Cash
Flow from Operating Activities |
|
$ |
(1,839,316 |
) |
|
$ |
- |
|
|
$ |
(1,839,316 |
) |
Cash
Flows from Investing Activities |
|
$ |
(862,500,000 |
) |
|
$ |
- |
|
|
$ |
(862,500,000 |
) |
Cash
Flows from Financing Activities |
|
$ |
865,366,291 |
|
|
$ |
- |
|
|
$ |
865,366,291 |
|
Supplemental
Disclosure of Noncash Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Offering
costs included in accrued expenses |
|
$ |
372,369 |
|
|
$ |
- |
|
|
$ |
372,369 |
|
Offering
costs paid by related party under promissory note |
|
$ |
94,099 |
|
|
$ |
- |
|
|
$ |
94,099 |
|
Deferred
underwriting commissions |
|
$ |
30,187,500 |
|
|
$ |
- |
|
|
$ |
30,187,500 |
|
Reversal
of offering costs included in accounts payable in prior year |
|
$ |
113,386 |
|
|
$ |
- |
|
|
$ |
113,386 |
|
Derivative
warrant liabilities in connection with initial public offering and private placement |
|
$ |
(39,511,970 |
) |
|
$ |
- |
|
|
$ |
(39,511,970 |
) |
Initial
value of common stock subject to possible redemption |
|
$ |
788,774,130 |
|
|
$ |
(788,774,130 |
) |
|
$ |
- |
|
Change
in value of common stock subject to possible redemption |
|
$ |
(14,422,209 |
) |
|
$ |
14,422,209 |
|
|
$ |
- |
|
|
Schedule of statement of stockholders’ equity |
Statement of Stockholders’ Equity as of March 31, 2021 (unaudited) |
|
As Reported |
|
|
Adjustment |
|
|
As Restated |
|
Sale of units in initial public offering, gross |
|
$ |
862,500,000 |
|
|
$ |
(862,500,000 |
) |
|
$ |
- |
|
Offering costs |
|
$ |
(47,036,560 |
) |
|
$ |
47,036,560 |
|
|
$ |
- |
|
Sale of private placement warrants to Sponsor in private placement |
|
$ |
19,250,000 |
|
|
$ |
(19,250,000 |
) |
|
$ |
- |
|
Fair value of derivative warrant liabilities issued in initial public offering and private placement |
|
$ |
(39,511,970 |
) |
|
$ |
39,511,970 |
|
|
$ |
- |
|
Common stock subject to possible redemption |
|
$ |
(785,037,090 |
) |
|
$ |
785,037,090 |
|
|
$ |
- |
|
Excess of cash received over fair value of the private placement warrants |
|
|
|
|
|
$ |
4,491,670 |
|
|
$ |
4,491,670 |
|
Accretion of Class A common stock to redemption amount |
|
$ |
- |
|
|
$ |
(71,790,200 |
) |
|
$ |
(71,790,200 |
) |
Total stockholders’ equity (deficit) |
|
$ |
5,000,004 |
|
|
$ |
(77,462,910 |
) |
|
$ |
(72,462,906 |
) |
Statement of Stockholders’ Equity as of June 30, 2021 (unaudited) |
|
As Reported |
|
|
Adjustment |
|
|
As Restated |
|
Common stock subject to possible redemption |
|
$ |
10,685,169 |
|
|
$ |
(10,685,169 |
) |
|
$ |
- |
|
Total stockholders’ equity (deficit) |
|
$ |
5,000,001 |
|
|
$ |
(88,148,079 |
) |
|
$ |
(83,148,078 |
) |
|
Schedule of weighted average shares outstanding and basic and diluted earnings per share |
|
|
EPS
for Class A common stock (redeemable) |
|
|
|
As
Reported |
|
|
Adjustment |
|
|
As
Restated |
|
Form 10-Q (March 31, 2021)
- three months ended March 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss |
|
$ |
(5,184,207 |
) |
|
$ |
- |
|
|
$ |
(5,184,207 |
) |
Weighted average shares
outstanding |
|
|
78,870,085 |
|
|
|
(29,995,085 |
) |
|
|
48,875,000 |
|
Basic
and diluted earnings per share |
|
$ |
- |
|
|
$ |
(0.07 |
) |
|
$ |
(0.07 |
) |
Form 10-Q (June 30, 2021)
- three months ended June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss |
|
$ |
(10,685,172 |
) |
|
$ |
- |
|
|
$ |
(10,685,172 |
) |
Weighted average shares
outstanding |
|
|
78,491,967 |
|
|
|
7,758,033 |
|
|
|
86,250,000 |
|
Basic
and diluted earnings per share |
|
$ |
- |
|
|
$ |
(0.10 |
) |
|
$ |
(0.10 |
) |
Form 10-Q (June 30, 2021)
- six months ended June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss |
|
$ |
(15,869,379 |
) |
|
$ |
- |
|
|
$ |
(15,869,379 |
) |
Weighted average shares
outstanding |
|
|
78,627,770 |
|
|
|
(10,962,024 |
) |
|
|
67,665,746 |
|
Basic
and diluted earnings per share |
|
$ |
- |
|
|
$ |
(0.18 |
) |
|
$ |
(0.18 |
) |
|
|
EPS
for Class B common stock (non-redeemable) |
|
|
|
As
Reported |
|
|
Adjustment |
|
|
As
Restated |
|
Form 10-Q (March 31, 2021) - three months ended March 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(5,184,207 |
) |
|
$ |
- |
|
|
$ |
(5,184,207 |
) |
Weighted average shares outstanding |
|
|
24,525,702 |
|
|
|
(4,181,952 |
) |
|
|
20,343,750 |
|
Basic and diluted earnings per share |
|
$ |
(0.21 |
) |
|
$ |
0.14 |
|
|
$ |
(0.07 |
) |
Form 10-Q (June 30, 2021) - three months ended June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(10,685,172 |
) |
|
$ |
- |
|
|
$ |
(10,685,172 |
) |
Weighted average shares outstanding |
|
|
29,320,533 |
|
|
|
(7,758,033 |
) |
|
|
21,562,500 |
|
Basic and diluted earnings per share |
|
$ |
(0.36 |
) |
|
$ |
0.26 |
|
|
$ |
(0.10 |
) |
Form 10-Q (June 30, 2021) - six months ended June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(15,869,379
|
) |
|
$ |
- |
|
|
$ |
(15,869,379
|
) |
Weighted average shares outstanding |
|
|
26,936,363 |
|
|
|
(5,979,871 |
) |
|
|
20,956,492 |
|
Basic and diluted earnings per share |
|
$ |
(0.59 |
) |
|
$ |
0.41 |
|
|
$ |
(0.18 |
) |
|
Schedule of basic and diluted net income per share for each class of common stock |
|
|
For the Three Months
Ended September 30, 2021 |
|
|
For the Nine Months
Ended September 30, 2021 |
|
|
|
Class A |
|
|
Class B |
|
|
Class A |
|
|
Class B |
|
Basic and diluted net income per common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of net income |
|
$ |
15,347,677 |
|
|
$ |
3,836,919 |
|
|
$ |
2,577,464 |
|
|
$ |
737,753 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average common stock outstanding |
|
|
86,250,000 |
|
|
|
21,562,500 |
|
|
|
73,928,571 |
|
|
|
21,160,714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net income per common stock |
|
$ |
0.18 |
|
|
$ |
0.18 |
|
|
$ |
0.03 |
|
|
$ |
0.03 |
|
|