UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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For the quarterly period ended
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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LIONHEART ACQUISITION CORPORATION II
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2021
TABLE OF CONTENTS
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PART 1 – FINANCIAL INFORMATION | ||
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Item 1. | Financial Statements | |
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Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020 | 1 | |
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2 | ||
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3 | ||
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4 | ||
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5 | ||
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 | |
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29 | ||
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30 | ||
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31 | ||
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33 |
LIONHEART ACQUISITION CORPORATION II
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, | December 31, | |||||
| 2021 |
| 2020 | |||
(Unaudited) | (As restated)1 | |||||
ASSETS |
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Current assets | ||||||
Cash | $ | | $ | | ||
Prepaid expenses | | | ||||
Total Current Assets | | | ||||
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Marketable securities held in Trust Account | | | ||||
TOTAL ASSETS | $ | | $ | | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current liabilities |
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Accounts payable and accrued expenses | $ | | $ | | ||
Accrued offering costs |
| — |
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Total Current Liabilities |
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Warrant liability | | | ||||
Deferred underwriting fee payable | | | ||||
TOTAL LIABILITIES | | | ||||
Commitments and Contingencies (Note 7) |
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Class A common stock subject to possible redemption, | | | ||||
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Stockholders' Deficit |
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Preferred stock, $ | ||||||
Class A common stock, $ |
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Class B common stock, $ |
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Accumulated deficit |
| ( |
| ( | ||
Total Stockholders' Deficit |
| ( |
| ( | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | | $ | |
(1) | As restated due to review of the treatment of common stock subject to redemptions (see Note 2) |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
1
LIONHEART ACQUISITION CORPORATION II
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months | Nine Months | |||||||||||
Ended | Ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2021 |
| 2020(1) |
| 2021 |
| 2020(1) | |||||
Operating and formation costs | $ | | $ | | $ | | $ | | ||||
Loss from operations | ( | ( | ( | ( | ||||||||
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Other income (expense): |
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Interest earned on marketable securities held in Trust Account | | | | | ||||||||
Transactions costs associated with the Initial Public Offering | — | ( | — | ( | ||||||||
Change in fair value of warrant liabilities | | | | | ||||||||
Other income (expense), net | | ( | | ( | ||||||||
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Net Income (Loss) | $ | | $ | ( | $ | | $ | ( | ||||
Basic and diluted weighted average shares outstanding, Class A Common Stock | | | | | ||||||||
Basic and diluted net income per share, Class A Common Stock | | ( | | ( | ||||||||
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Basic and diluted weighted average shares outstanding, Class B Common Stock | | | | | ||||||||
Basic and diluted net income per share, Class B Common Stock | | ( | | ( |
(1) | As restated due to review of the treatment of common stock subject to redemptions (see Note 2) |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
2
LIONHEART ACQUISITION CORPORATION II
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY
(Unaudited)
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021
Class A | Class B | Additional | Total | ||||||||||||||||
Common Stock | Common Stock | Paid-in | Accumulated | Stockholders' | |||||||||||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Deficit |
| Deficit | ||||||
Balance — January 1, 2021 (1) |
| | $ | |
| | $ | | $ | | $ | ( | $ | ( | |||||
Net income |
| — |
| — |
| — |
| — |
| — |
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Balance - March 31, 2021 (1) | | |
| | | — | $ | ( | ( | ||||||||||
Net loss | — | — | — | — | — | ( | ( | ||||||||||||
Balance — June 30, 2021(1) | | |
| | | $ | — | $ | ( | $ | ( | ||||||||
Net income | — | — | — | — | — | | | ||||||||||||
Balance - September 30, 2021 |
| | $ | |
| | $ | | $ | | $ | ( | $ | ( | |||||
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 | |||||||||||||||||||
Class A | Class B | Additional | Total | ||||||||||||||||
Common Stock | Common Stock | Paid-in | Accumulated | Stockholders' | |||||||||||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Deficit |
| Deficit | ||||||
Balance — January 1, 2020 |
| — | $ | — |
| — | $ | — | $ | — | $ | ( | $ | ( | |||||
Issuance of Class B common stock to Sponsor | — | — | | | | — | | ||||||||||||
Balance - March 31, 2020 | — | — | | | | ( | | ||||||||||||
Net income (loss) | | | | | | | | ||||||||||||
Balance — June 30, 2020(1) | — | — | | | | ( | | ||||||||||||
Sale of | | | | | | | | ||||||||||||
Sale of | | | — | — | | — | | ||||||||||||
Accretion to common stock subject to redemption amount | — | — | — | — | ( | ( | ( | ||||||||||||
Net loss | — | — | — | — | — | ( | ( | ||||||||||||
Balance — September 30, 2020(1) | | $ | | | $ | | $ | — | $ | ( | $ | ( |
(1) | As restated due to review of the treatment of common stock subject to redemptions (see Note 2) |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
3
LIONHEART ACQUISITION CORPORATION II
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended | ||||||
September 30, | ||||||
| 2021 |
| 2020(1) | |||
Cash Flows from Operating Activities: | ||||||
Net income (loss) | $ | | $ | ( | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||
Change in fair value of warrant liability | ( | ( | ||||
Transaction costs associated with the Initial Public Offering | — | | ||||
Interest earned on marketable securities held in Trust Account | ( | ( | ||||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses | | ( | ||||
Accounts payable and accrued expenses | | | ||||
Net cash used in operating activities | ( | ( | ||||
Cash Flows from Investing Activities: | ||||||
Investment of cash into Trust Account | — | ( | ||||
Cash withdrawn from Trust Account to pay franchise and income taxes | | — | ||||
Net cash provided by (used in) investing activities | | ( | ||||
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Cash Flows from Financing Activities: |
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Proceeds from issuance of Class B common stock to Sponsor |
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Proceeds from sale of Units, net of underwriting discounts paid |
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Proceeds from sale of Private Placement Units | — | | ||||
Proceeds from promissory note – related party | — | | ||||
Repayment of promissory note – related party | — | ( | ||||
Payment of offering costs |
| ( | ( | |||
Net cash (used in) provided by financing activities |
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Net Change in Cash |
| ( | | |||
Cash — Beginning |
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Cash — Ending | $ | | $ | | ||
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Non-cash investing and financing activities: |
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Offering costs included in accrued offering costs | $ | — | $ | | ||
Initial classification of Class A common stock subject to possible redemption | $ | — | $ | | ||
Deferred underwriting fee payable | $ | — | $ | |
(1) | As restated due to review of the treatment of common stock subject to redemptions (see Note 2) |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
4
LIONHEART ACQUISITION CORPORATION II
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Lionheart Acquisition Corporation II (formerly known as Lionheart Acquisition Corp.) (the “Company”) was incorporated in Delaware on December 23, 2019. The Company was formed for the purpose of effecting 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, Lionheart II Holdings, LLC, a wholly owned subsidiary incorporated in Delaware on July 9, 2021.
As of September 30, 2021, the Company had not commenced any operations. All activity for the period from December 23, 2019 (inception) through September 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination, in particular activities in connection with the potential acquisition of MSP Recovery (see Proposed Business Combination within Note 1). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates 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 August 12, 2020. On August 18, 2020, the Company consummated the Initial Public Offering of
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of
Following the closing of the Initial Public Offering on August 18, 2020, an amount of $
On August 20, 2020, the underwriters notified the Company of their intention to exercise their over-allotment option in full, resulting in an additional
Transaction costs amounted to $
5
LIONHEART ACQUISITION CORPORATION II
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least
The Company will provide its 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, solely in its discretion. 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 anticipated to be $
The Company will proceed with a Business Combination if the Company has net tangible assets of at least $
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
The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder’s Shares, Private Placement 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 that would affect the substance or timing of the ability of holders of the Public Shares to seek redemption in connection with a Business Combination or the Company’s obligation to redeem
6
LIONHEART ACQUISITION CORPORATION II
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
The Company will have until February 18, 2022 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 subject to lawfully available funds therefor, redeem
The Sponsor and Nomura have agreed to waive their liquidation rights with respect to the Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders or any of their respective affiliates acquire Public Shares 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 7) 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 ($
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 (i) $
Liquidity and Going Concern
The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its stockholders prior to the Initial Public Offering and such amount of proceeds from the Initial Public Offering that were placed in an account outside of the Trust Account for working capital purposes. At September 30, 2021, the Company had cash outside the trust of $
7
LIONHEART ACQUISITION CORPORATION II
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
In the event that a business combination does not occur, then all loaned amounts under this commitment will be forgiven except to the extent that the Company has funds available to it outside the trust account. In addition, the Sponsor, an affiliate of the Sponsor, or our officers and directors may, but are not obligated to, loan us funds as may be required (see Note 6 Related Party Loans). The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.
The Company will need to raise further additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. In addition to the loan commitment described herein, the Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through February 18, 2022, the current date that the Company will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Proposed Business Combination
On July 11, 2021, the Company entered into a Membership Interest Purchase Agreement (the “MIPA”) by and among the Company, Lionheart II Holdings, LLC, a newly formed wholly owned subsidiary of the Company (“Purchaser”), each limited liability company set forth on Schedule 2.1(a) thereto (the “MSP Purchased Companies”), the members of the MSP Purchased Companies listed on Schedule 2.1(b) thereto (the “Members”), and John H. Ruiz, as the representative of the Members.
Subject to the terms and conditions set forth in the MIPA, including the approval of the Company’s stockholders, the parties thereto will enter into a business combination transaction (the “Business Combination”), pursuant to which, among other things, the Members will sell and assign all of their membership interests in the MSP Purchased Companies to Purchaser in exchange for non-economic voting shares of Class V common stock, par value $
The MIPA contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the MIPA.
8
LIONHEART ACQUISITION CORPORATION II
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
On November 10, 2021, the Company filed with the U.S. Securities and Exchange Commission (“SEC”) in preliminary form a registration statement on Form S-4 (the “Registration Statement”) which contains a preliminary proxy statement/prospectus, in connection with the proposed business combination between the Company and MSP Recovery announced on July 12, 2021. While the Registration Statement has not yet become effective and the information contained therein is subject to change, it provides important information about MSP Recovery, LCAP, and the proposed business combination.
Risks and Uncertainties
In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the World. As of the date the financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic. The Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, 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.
NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
In connection with the preparation of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $
In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its income (loss) per common stock calculated to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock pro rata in the income (loss) of the Company. There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss).
The impact of the restatement on the Company’s financial statements is reflected in the following table.
9
LIONHEART ACQUISITION CORPORATION II
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
| As Previously |
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Balance Sheet as of August 18, 2020 (audited) | Reported | Adjustment | As Restated | ||||||
Class A common stock subject to possible redemption | $ | | $ | | $ | | |||
Class A common stock | $ | | $ | ( | $ | | |||
Additional paid-in capital | $ | | $ | ( | $ | — | |||
Accumulated deficit | $ | ( | $ | ( | $ | ( | |||
Total Stockholders' Equity (Deficit) | $ | | $ | ( | $ | ( | |||
Balance Sheet as of September 30, 2020 (unaudited) | |||||||||
Class A common stock subject to possible redemption | $ | | $ | | $ | | |||
Class A common stock | $ | | $ | ( | $ | | |||
Additional paid-in capital | $ | | $ | ( | $ | — | |||
Accumulated deficit | $ | ( | $ | ( | $ | ( | |||
Total Stockholders' Equity (Deficit) | $ | | $ | ( | $ | ( | |||
Balance Sheet as of December 31, 2020 (audited) | |||||||||
Class A common stock subject to possible redemption | $ | | $ | | $ | | |||
Class A common stock | $ | | $ | ( | $ | | |||
Additional paid-in capital | $ | | $ | ( | $ | — | |||
Accumulated deficit | $ | ( | $ | ( | $ | ( | |||
Total Stockholders’ Equity (Deficit) | $ | | $ | ( | $ | ( | |||
Balance Sheet as of March 31, 2021 (unaudited) | |||||||||
Class A common stock subject to possible redemption | $ | | $ | | $ | | |||
Class A common stock | $ | | $ | ( | $ | | |||
Additional paid-in capital | $ | | $ | ( | $ | — | |||
Accumulated deficit | $ | | $ | ( | $ | ( | |||
Total Stockholders' Equity (Deficit) | $ | | $ | ( | $ | ( | |||
Balance Sheet as June 30, 2021 (unaudited) | |||||||||
Class A common stock subject to possible redemption | $ | | $ | | $ | | |||
Class A common stock | $ | | $ | ( | $ | | |||
Additional paid-in capital | $ | | $ | ( | $ | — | |||
Accumulated deficit | $ | ( | $ | ( | $ | ( | |||
Total Stockholders' Equity (Deficit) | $ | | $ | ( | $ | ( | |||
Statement of Operations for the Three Months Ended September 30, 2020 (unaudited) |
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Basic and diluted weighted average shares outstanding, Class A Common Stock |
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| ( |
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Basic and diluted net (loss) per share, Class A | $ | — | ( | ( | |||||
Basic and diluted weighted average shares outstanding, Class B Common Stock |
| |
| ( |
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Basic and diluted net (loss) per share, Class B Common Stock | $ | — | ( | ( | |||||
Statement of Operations for the Nine Months Ended September 30, 2020 (unaudited) |
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Basic and diluted weighted average shares outstanding, Class A Common Stock |
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| ( |
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Basic and diluted net (loss) per share, Class A | $ | — | ( | ( |
10
LIONHEART ACQUISITION CORPORATION II
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Basic and diluted weighted average shares outstanding, Class B Common Stock |
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Basic and diluted net (loss) per share, Class B Common Stock | $ | — | ( | ( | |||||
Statement of Operations for the Year Ended December 31, 2020 (audited) | |||||||||
Basic and diluted weighted average shares outstanding, Class A Common Stock | | | | ||||||
Basic and diluted net (loss) per share, Class A | $ | — | ( | ( | |||||
Basic and diluted weighted average shares outstanding, Class B Common Stock | | | | ||||||
Basic and diluted net (loss) per share, Class B Common Stock | ( | | ( | ||||||
Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) | |||||||||
Basic and diluted weighted average shares outstanding, Class A Common Stock | | | | ||||||
Basic and diluted net (loss) per share, Class A | $ | — | $ | | $ | | |||
Basic and diluted weighted average shares outstanding, Class B Common Stock | | ( | | ||||||
Basic and diluted net (loss) per share, Class B Common Stock | $ | | $ | ( | $ | | |||
Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) | |||||||||
Basic and diluted weighted average shares outstanding, Class A Common Stock | | | | ||||||
Basic and diluted net (loss) per share, Class A | $ | — | ( | ( | |||||
Basic and diluted weighted average shares outstanding, Class B Common Stock | | ( | | ||||||
Basic and diluted net (loss) per share, Class B Common Stock | ( | | ( | ||||||
Statement of Operations for the Six Months Ended June 30, 2020 (unaudited) | |||||||||
Basic and diluted weighted average shares outstanding, Class A Common Stock | | | | ||||||
Basic and diluted weighted average shares outstanding, Class B Common Stock | | ( | | ||||||
Statement of Cash Flows for the Nine Months Ended September 30, 2020 (unaudited) | |||||||||
Initial classification of Class A common stock subject to possible redemption | $ | | $ | | $ | | |||
Change in value of Class A common stock subject to possible redemption | $ | | $ | ( | $ | — | |||
Statement of Cash Flows for the Year Ended December 31, 2020 (audited) | |||||||||
Initial classification of Class A common stock subject to possible redemption | $ | | $ | |