0001193125-21-250986 | S-4/A | XBRL Viewer

Cover Page	3 Months Ended
Mar. 31, 2021
Cover [Abstract]
Document Type	S-4/A
Amendment Flag	false
Entity Registrant Name	GORES METROPOULOS II, INC.
Entity Central Index Key	0001819395
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	true

BALANCE SHEETS (Unaudited) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 53,080	$ 160,314
Deferred offering costs		285,941
Prepaid assets	1,542,572
Total current assets	1,595,652	446,255
Investments and cash held in Trust Account	450,018,248
Total assets	451,613,900	446,255
Current liabilities:
Accrued expenses, formation and offering costs	3,407,367	158,255
State franchise tax accrual	100,000	2,918
Notes and advances payable – related party	1,000,000	300,000
Total current liabilities	24,807,367	461,173
Deferred underwriting compensation	15,750,000
Total liabilities	40,557,367	461,173
Commitments and contingencies
Class A subject to possible redemption, 45,000,000 and -0- shares at June 30, 2021 and December 31, 2020, respectively (at redemption value of $10 per share)	450,000,000
Stockholders' equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding
Additional paid-in-capital		23,850
Accumulated deficit	(38,944,592)	(39,918)
Total stockholders' equity (deficit)	(38,943,467)	(14,918)
Total liabilities and stockholders' equity (deficit)	451,613,900	446,255
Public Warrants
Current liabilities:
Warrants derivative liability	12,600,000
Private Warrants
Current liabilities:
Warrants derivative liability	7,700,000
Class F Common Stock
Stockholders' equity (deficit):
Common stock value	1,125	1,150
Total stockholders' equity (deficit)	$ 1,125	$ 1,150

BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized		440,000,000
Class A Common Stock
Shares subject to possible redemption	45,000,000	0
Shares subject to possible redemption, redemption value per share	$ 10	$ 10
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	45,000,000	0
Common stock, shares outstanding	45,000,000	0
Class F Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	11,250,000	11,500,000
Common stock, shares outstanding	11,250,000	11,500,000

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended	5 Months Ended	6 Months Ended
STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2021
Organizational expenses		$ (4,000)
Professional fees and other expenses	$ (2,320,234)	(33,000)	$ (4,183,777)
State franchise taxes, other than income tax	(50,000)	(2,918)	(100,000)
Gain from change in fair value of warrant liability	145,000		5,945,000
Allocated expense for warrant issuance cost	0		(918,141)
Net income/(loss) from operations	(2,225,234)		743,082
Other income—interest income	11,220		18,248
Net income/(loss) before income taxes	(2,214,014)		761,330
Provision for income tax			0
Net income/(loss) attributable to common shares	$ (2,214,014)	$ (39,918)	$ 761,330
Weighted Average Number of Shares Outstanding, Basic and Diluted		11,500,000
Net loss per ordinary share:
Common Stock - basic and diluted		$ 0.00
Class A Common Stock
Weighted Average Number of Shares Outstanding, Basic and Diluted	45,000,000		39,779,006
Net loss per ordinary share:
Common Stock - basic and diluted	$ (0.04)		$ (0.78)
Class F Common Stock
Weighted Average Number of Shares Outstanding, Basic and Diluted	11,250,000		11,339,779
Net loss per ordinary share:
Common Stock - basic and diluted	$ (0.04)		$ (0.78)

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($)

Total

Class A Common Stock

Class F Common Stock

Additional Paid-In Capital

Accumulated Deficit

Beginning Balance at Jul. 20, 2020

Beginning Balance (shares) at Jul. 20, 2020

Sale of Class F common stock, par value $0.0001 per share, to Sponsor on July 23, 2020

^[1]

25,000

$ 1,150

23,850

Sale of Class F common stock, par value $0.0001 per share, to Sponsor on July 23, 2020 (shares)

^[1]

11,500,000

Net income (loss)

(39,918)

Ending Balance at Dec. 31, 2020

(14,918)

$ 1,150

23,850

(39,918)

Ending Balance (shares) at Dec. 31, 2020

11,500,000

Forfeited Class F Common stock by Sponsor

$ (25)

Forfeited Class F Common stock by Sponsor (shares)

(250,000)

Excess of fair value paid by founders for warrants

1,045,000

Subsequent measurement under ASC 480-10-S99 against additional paid-in capital

(1,068,875)

$ (1,068,875)

Subsequent measurement under ASC 480-10-S99 against accumulated deficit

(39,666,004)

Net income (loss)

761,330

Ending Balance at Jun. 30, 2021

(38,943,467)

$ 1,125

(38,944,592)

Ending Balance (shares) at Jun. 30, 2021

11,250,000

Beginning Balance at Mar. 31, 2021

(36,729,453)

$ 1,125

(36,730,578)

Beginning Balance (shares) at Mar. 31, 2021

11,250,000

Net income (loss)

(2,214,014)

Ending Balance at Jun. 30, 2021

$ (38,943,467)

$ 1,125

$ (38,944,592)

Ending Balance (shares) at Jun. 30, 2021

11,250,000

[1]	This number includes up to 1,500,000 shares of Class F common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	5 Months Ended	6 Months Ended
STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	Dec. 31, 2020	Jun. 30, 2021
Cash flows from operating activities:
Net income/(loss)	$ (39,918)	$ 761,330
Changes in state franchise tax accrual	2,918	97,082
Changes in prepaid assets		(1,542,572)
Changes in accrued expenses, formation and offering costs	4,000	3,535,053
Issuance costs related to warrant liability		918,141
Changes in fair value warrants derivative liability		(5,945,000)
Net cash used by operating activities	(33,000)	(2,175,966)
Cash flows from investing activities:
Cash deposited in Trust Account		(450,000,000)
Interest and dividends reinvested in the Trust Account		(18,248)
Net cash used in investing activities		(450,018,248)
Cash flows from financing activities:
Proceeds from sale of Units in initial public offering		450,000,000
Proceeds from sale of Private Placement Warrants to Sponsor		11,000,000
Proceeds from note payable—related party	300,000
Proceeds from sale of Class F common stock to Sponsor	25,000
Proceeds from notes and advances payable – related party		1,000,000
Repayment of notes and advances payable – related party		(300,000)
Payment of underwriters' discounts and commissions		(9,000,000)
Payment of accrued offering costs	(131,686)	(613,020)
Net cash provided by financing activities	193,314	452,086,980
Decrease in cash	160,314	(107,234)
Cash at beginning of period		160,314
Cash at end of period	160,314	53,080
Supplemental disclosure of income and franchise taxes paid:
Deferred offering costs	$ 154,255
Deferred underwriting compensation		15,750,000
Cash paid for income and state franchise taxes		$ 2,918

Organization and Business Operations	5 Months Ended	6 Months Ended
Organization and Business Operations	Dec. 31, 2020	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1—Description of Organization and Business Operations Organization and General: Gores Metropoulos II, Inc. (the “ Company ”) was incorporated in Delaware on July 21, 2020. 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 ”). At December 31, 2020, the Company had not commenced any operations or generated significant revenue to date. All activity for the period from July 21, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the proposed initial public offering (the “ Proposed Offering ”) described below. The Company has selected December 31st as its fiscal year end. Sponsor: The Company’s sponsor is Gores Metropoulos Sponsor II, LLC, a Delaware limited liability company (the “ Sponsor ”). The Trust Account: Substantially all the proceeds from the Proposed Offering and the sale of the Private Placement Warrants (as defined in Note 4) will be placed in a U.S. based trust account (the “ Trust Account ”). The Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of up to $900,000 per year of interest to fund the Company’s compliance requirements and other costs related thereto, plus additional amounts released to us to pay franchise and income taxes, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any shares of the Company’s class A common stock, par value $0.0001 per share (the “ Class A common stock ”) included in the Units (as defined in Note 3) being sold in the Proposed Offering that have been properly tendered in connection with a stockholder vote to amend the amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to redeem 100% of such shares of Class A common stock if it does not complete a Business Combination within 24 months from the closing of the Proposed Offering or (b) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of 100% of the shares of Class A common stock included in the Units being sold in the Proposed Offering if the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed Offering (subject to the requirements of law). Business Combination: The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Offering, although substantially all of the net proceeds of the Proposed Offering are intended to be generally applied toward consummating a Business Combination. The Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under Nasdaq rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares of Class A common stock in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares of Class A common stock and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Proposed Offering, in accordance with Financial Accounting Standards Board (“ FASB ”) Accounting Standards Codification (“ ASC ”) 480, “ Distinguishing Liabilities from Equity .” The Company will have 24 months from the closing date of the Proposed Offering to complete its Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of Class A common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders and the Company’s officers and directors will enter into letter agreements with the Company, pursuant to which they will waive their rights to participate in any redemption with respect to their founder shares; however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire shares of Class A common stock in or after the Proposed Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Proposed Offering.	1. Organization and Business Operations Organization and General Gores Metropoulos II, Inc. (the “Company”) was incorporated in Delaware on July 21, 2020. 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 has not engaged in any operations, other than to identify and consummate a Business Combination, and has not generated any operating revenue to date. The Company’s management has broad discretion with respect to the Business Combination. The Company’s sponsor is Gores Metropoulos Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31st as its fiscal year-end. The Company completed the Public Offering on January 22, 2021 (the “IPO Closing Date”). The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. Subsequent to the Public Offering, the Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the sale of the Private Placement Warrants (as defined below) held in the Trust Account (as defined below). Proposed Business Combination On April 29, 2021, Gores Metropoulos II, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Sunshine Merger Sub I, Inc. (“First Merger Sub”), Sunshine Merger Sub II, LLC (“Second Merger Sub”), and Sonder Holdings Inc. (“Sonder”), which provides for, among other things: (a) the merger of First Merger Sub with and into Sonder, with Sonder continuing as the surviving corporation (the “First Merger”); and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Sonder with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”). The transactions set forth in the Merger Agreement, including the Mergers, will constitute a “Business Combination” as contemplated by the Company’s Amended and Restated Certificate of Incorporation. The Merger Agreement and the transactions contemplated thereby (the “Business Combination”) were unanimously approved by the Board of Directors of the Company on April 29, 2021 and the Board of Directors of Sonder (the “Sonder Board”) on April 29, 2021. The Merger Agreement Merger Consideration Pursuant to the terms of the Merger Agreement, at the Effective Time, (a) each share of Sonder’s Common Stock, par value $0.000001 per share (the “Sonder Common Stock”), will be converted into the right to receive a number of newly-issued shares of the Company’s common stock, par value $0.0001 per share (“Company Common Stock”), equal to the Per Share Company Common Stock Consideration (as defined in the Merger Agreement) and (b) each share of Sonder’s Special Voting Series AA Common Stock, par value $0.000001 per share (“Sonder Special Voting Common Stock”), will be converted into the right to receive a number of newly-issued shares of the Company’s Special Voting Common Stock, par value $0.000001 per share (the “Company Special Voting Common Stock”), equal to the Per Share Company Special Voting Stock Consideration (as defined in the Merger Agreement). Pursuant to the Merger Agreement, the aggregate merger consideration payable at the closing of the Business Combination to all of the stockholders of Sonder will be an aggregate number of shares of Company Common Stock (deemed to have a value of $10.00 per share) equal to $2,176,603,000, divided by $10.00. Furthermore, the Company will reserve for issuance to each holder of Series AA Common Exchangeable Preferred Shares of Sonder Canada Inc., an affiliate of Sonder (“Sonder Canada” and, such shares, the “Sonder Canada Exchangeable Common Shares”), upon the exchange thereof following the closing of the Business Combination, an aggregate number of shares of Company Common Stock equal to the number of shares of Company Special Voting Common Stock issuable pursuant to the Merger Agreement. In addition to the consideration to be paid at the closing of the Business Combination, holders of Sonder Common Stock, Sonder Canada Exchangeable Common Shares and warrants of Sonder as of immediately prior to the Effective Time will be entitled to receive their pro rata share of an additional number of earn-out shares from the Company, issuable in Company Common Stock and subject to the terms provided in the Merger Agreement, up to an aggregate of 14,500,000 shares collectively issuable to all such holders of Sonder Common Stock, Sonder Canada Exchangeable Common Shares and warrants of Sonder. Treatment of Sonder’s Equity Awards Pursuant to the Merger Agreement, at the closing of the Business Combination, each of Sonder’s stock options, to the extent then outstanding and unexercised, will automatically be converted into an option to acquire a certain number of shares of Company Common Stock (pursuant to a ratio based on the Per Share Company Common Stock Consideration), at an adjusted exercise price per share. Each such converted option will be subject to the same terms and conditions as were applicable immediately prior to such conversion, except to the extent such terms or conditions are rendered inoperative by the Business Combination. Representations, Warranties and Covenants The parties to the Merger Agreement have made representations, warranties and covenants that are customary for transactions of this nature. The representations and warranties of the respective parties to the Merger Agreement will not survive the closing of the Business Combination. The covenants of the respective parties to the Merger Agreement will also not survive the closing of the Business Combination, except for those covenants that by their terms expressly apply in whole or in part after the closing of the Business Combination. Covenants The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Business Combination and efforts to satisfy conditions to consummation of the Business Combination. The Merger Agreement also contains additional covenants of the parties, including, among others, (a) covenants providing for the Company and Sonder to use commercially reasonable efforts to obtain all necessary regulatory approvals and (b) covenants providing for the Company and Sonder to cooperate in the preparation of the Registration Statement, Proxy Statement and Consent Solicitation Statement (as each such term is defined in the Merger Agreement) required to be filed in connection with the Business Combination. The covenants of the parties to the Merger Agreement will not survive the closing of the Business Combination, except for those covenants that by their terms expressly apply in whole or in part after the closing of the Business Combination. Conditions to Consummation of the Business Combination The consummation of the Business Combination is conditioned upon, among other things, (a) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (b) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination, (c) the Company having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) remaining after the completion of the redemption offer in relation to Company Common Stock in accordance with the terms of the Merger Agreement, (d) receipt of the required Company stockholder approval, (e) the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement by certain majorities of holders of various classes of Sonder’s capital stock comprising the Company Requisite Approval (as defined in the Merger Agreement, and referred to hereinafter as the “Sonder Requisite Approval”), (f) the delivery of the Canadian Approvals (as defined in the Merger Agreement) to the Company, (g) the effectiveness of the Registration Statement (as defined below) under the Securities Act, and (h) the receipt of the approval for listing by Nasdaq of the Company Common Stock to be issued in connection with the closing of the Business Combination, subject only to (i) the requirement to have a sufficient number of round lot holders and (ii) official notice of listing. Private Placement Subscription Agreements On April 29, 2021, the Company entered into subscription agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) with certain investors and Gores Metropoulos Sponsor II, LLC (the “Sponsor”), pursuant to which the investors have agreed to purchase an aggregate of 20,000,000 shares of Company Common Stock in a private placement for $10.00 per share (the “Private Placement”). Each Subscription Agreement will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) upon the mutual written agreement of the parties to such Subscription Agreement; (c) if any of the conditions to closing set forth in such Subscription Agreement are not satisfied or waived on or prior to the closing and, as a result thereof, the transactions contemplated by such Subscription Agreement are not consummated at the closing; and (d) if the closing of the Business Combination shall not have occurred by October 28, 2021. As of the date hereof, the shares of Company Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company will, within 30 days after the closing of the Business Combination, file with the Securities and Exchange Commission (“SEC”) a registration statement (the “Post-Closing Registration Statement”) registering the resale of such shares of Common Stock and will use its commercially reasonable efforts to have such Post-Closing Registration Statement declared effective as soon as practicable after the filing thereof. Financing Upon the closing of the Public Offering and the sale of the Private Placement Warrants, an aggregate of $450,000,000 was placed in a Trust Account with Computershare acting as trustee (the “Trust Account”). The Company intends to finance a Business Combination with the net proceeds from its $450,000,000 Public Offering and its sale of $11,000,000 of Private Placement Warrants. Trust Account Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government obligations. As of June 3 0 , 2021, the Trust Account consisted of money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund our working capital requirements plus additional amounts released to us to fund our regulatory compliance requirements and other costs related thereto, subject to an annual limit of $900,000, for a maximum of 24 months (each, a “Regulatory Withdrawal”) plus additional amounts to pay our franchise and income tax obligations, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), included in the Units (as defined in Note 3) sold in the Public Offering that have been properly tendered in connection with a stockholder vote to amend the amended and restated certificate of incorporation to (a) modify the substance or timing of the Company’s obligation to redeem 100% of such shares of Class A Common Stock if it does not complete a Business Combination within 24 months from the closing of the Public Offering or (b) with respect to any other provisions relating to stockholders’ rights or pre-initial Bu siness C ombination activity and (iii) the redemption of 100% of the shares of Class A Common Stock included in the Units sold in the Public Offering if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering (subject to the requirements of law). Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable and any Regulatory Withdrawals, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to consummation of the Business Combination, including interest but less taxes payable and any Regulatory Withdrawals. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under Nasdaq rules. Currently, the Company will not redeem its public shares of Class A Common Stock in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares of Class A Common Stock and the related Business Combination, and instead may search for an alternate Business Combination. As a result of the foregoing redemption provisions, the public shares of common stock are recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “ Distinguishing Liabilities from Equity ” (“ASC 480”). The Company has 24 months from the closing date of the Public Offering to complete its Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of Class A Common Stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and any Regulatory Withdrawals (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders and the Company’s officers and directors have entered into a letter agreement with the Company pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the initial stockholders or any of the Company’s officers or directors acquire public shares of Class A Common Stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering. Emerging Growth Company 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 Securities Exchange Act of 1934, as amended (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.

Significant Accounting Policies

5 Months Ended

6 Months Ended

Dec. 31, 2020

Jun. 30, 2021

Accounting Policies [Abstract]

Significant Accounting Policies

Note 2—Summary of Significant Accounting Policies

Basis of Presentation:

The financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“

GAAP

”).

Emerging Growth Company:

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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

Loss Per Common Share:

The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Net loss per common share is computed utilizing the

two-class

method. The

two-class

method is an earnings allocation formula that determines earnings per share separately for each class of common stock based on an allocation of undistributed earnings per the rights of each class. Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to be issued in connection with the conversion of shares of the Company’s Class F common stock, par value $0.0001 per share (the “

Class

F common stock

”) or to settle warrants, as calculated using the treasury stock method. At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per common share is the same as basic loss per common share for the period.

Concentration of Credit Risk:

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

Financial Instruments:

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “

Fair Value Measurements and Disclosures

,” approximates the carrying amounts represented in the balance sheet.

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 revenues and expenses during the reporting

period

. Actual results could differ from those estimates.

Deferred Offering Costs:

The Company complies with the requirements of the ASC

340-10-S99-1

and SEC Staff Accounting Bulletin Topic 5A—”

Expenses of Offering

.” Deferred offering costs of approximately $285,941 consist principally of professional fees incurred. These costs, together with the underwriting discount, will be charged to capital upon completion of the Proposed Offering or charged to operations if the Proposed Offering is not

completed.

Organizational Expenses:

Organizational expenses include certain professional fees. These costs are expensed as incurred. For the period from July 21, 2020 (inception) through December 31, 2020, the Company has incurred organizational expenses of $4,000 related to the formation of the entity.

Income Taxes:

The Company follows the asset and liability method of accounting for income taxes under FASB 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 includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At December 31, 2020, the Company has a deferred tax asset of $10,231 related to net operating loss carry forwards and startup costs. The Company’s net operating losses will expire beginning 2040. Management has provided a full valuation allowance of the deferred tax asset.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at 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.

The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.

Cash and Cash Equivalents:

2. Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2021 and the results of operations and cash flows for the periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of results that may be expected for the full year or any other period. While the Company was formed on July 21, 2020, there were no transactions between inception and June 30, 2020. Therefore, these financial statements do not include comparative statements to prior 2020 periods.

Net Income/(Loss) Per Common Share

The Company has two classes of shares, which are referred to as Class A Common Stock and Class F common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 14,500,000

shares of Common Stock at $11.50

per share were issued on January 22, 2021. At

June

, 2021, no

warrants have been exercised. The 14,500,000

potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the six months ended June 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock:


	For the Three Months Ended June 30, 2021						For the Six Months Ended June 30, 2021
	Class A			Class F			Class A			Class F
Basic and diluted net income/(loss) per share:
Numerator:

Allocation of net income/(loss) including accretion of temporary equity	$	(1,771,211	)	$	(442,803	)	$	(31,106,139	)	$	(8,867,410	)


Denominator:
Weighted-average shares outstanding		45,000,000			11,250,000			39,779,006			11,339,779
Basic and diluted net income/(loss) per share	$	(0.04	)	$	(0.04	)	$	(0.78	)	$	(0.78	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “

Fair Value Measurements and Disclosures

,” (“ASC 820”) approximates the carrying amounts represented in the balance sheet.

Offering Costs

The Company complies with the requirements of FASB ASC Topic

340-10-S99-1,

“

Other Assets and Deferred Costs – SEC Materials

” (“ASC

340-10-S99”)

and SEC Staff Accounting Bulletin Topic 5A, “

Expenses of Offering

”. Offering costs were $25,363,020

(including $24,750,000

in underwriters’ fees) consisting principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and were charged to stockholders’ equity upon the completion of the Public Offering. Since the Company is required to classify the warrants as derivative liabilities, offering costs totaling

$918,141

are reflected as an expense in the statement

of operations.

Redeemable Common Stock

As discussed in Note 3, all of the 45,000,000

shares of Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of common stock under the

redemption and repurchase provisions of the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC

480-10-S99,

redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A Common Stock has been classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable

common

stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “

Income Taxes

For those liabilities or 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 liabilities as income tax expense. No

amounts were accrued for the payment of interest and penalties at

une

, 2021.

The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws.

The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits.

Investments and Cash Held in Trust Account

June

, 2021, the Company had $450,018,248

in the Trust Account which may be utilized for Business Combinations. At

June 30

, 2021, the Trust Account consisted of money market funds.

The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if

the Company does not complete the Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering

, subject to the requirements of law and stock exchange rules.

Warrant Liability

The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statements of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a

non-cash

gain or loss on the statements of operations.

Recently Issued Accounting Pronouncements Not Yet Adopted

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be

re-evaluated

on a regular basis or if a Business Combination is completed where the impact could be material.

Going Concern Consideration

If the Company does not complete its Business Combination by January 22, 2023, 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 100% of the common stock sold as part of the units in the Public Offering, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company 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 liquidation distributions, if any), subject to applicable law, 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.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by January 22, 2023, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless.

In addition, at

June

, 2021 and December 31, 2020, the Company had current liabilities of $24,807,367

and $461,173, respectively, and working capital of ($23,211,715) and ($14,918),

respectively, the balances of which are primarily related to warrants we have recorded as liabilities as described in Notes 2 and 3. Other amounts are related to accrued expenses owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after June 30, 2021 and amounts are continuing to accrue. Additionally, the warrant liability will not impact the Company’s liquidity until a Business Combination has been consummated, as they do not require cash settlement until such event has occurred.

Related Party Transactions	5 Months Ended	6 Months Ended
Related Party Transactions	Dec. 31, 2020	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4—Related Party Transactions Founder Shares: On July 23, 2020, the Sponsor purchased 11,500,000 shares of Class F common stock (the “ Founder Shares ”) for $25,000, or approximately $0.002 per share. The Founder Shares are identical to the Class A common stock included in the Units to be sold in the Proposed Offering except that the Founder Shares are convertible under the circumstances described below. The Sponsor has agreed to forfeit up to 1,500,000 Founder Shares depending on the extent to which the over-allotment option is exercised. The Founder Shares will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s amended and restated certificate of incorporation. Private Placement Warrants: The Sponsor expects to purchase from the Company warrants in a private placement (the “ Private Placement ”) that will close simultaneously with the closing of the Proposed Offering (the “ Private Placement Warrants ”). Each Private Placement Warrant is exercisable to purchase one share of Class A common stock. The Private Placement Warrants have terms and provisions that are identical to those of the Warrants being sold as part of the Units in the Proposed Offering, except that the Private Placement Warrants are not redeemable so long as they are held by the Sponsor or its permitted transferees, except as described in the warrant agreement. Registration Rights: The holders of Founder Shares, Private Placement Warrants and warrants issued upon conversion of working capital loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the Proposed Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan: The Sponsor has agreed to loan the Company an aggregate of up to $300,000 by the issuance of an unsecured promissory note (the “ Note ”) issued by the Company in favor of the Sponsor to cover organizational expenses and expenses related to the Proposed Offering. As of December 31, 2020, the Company had borrowed $300,000 under the Note. The Note is non-interest bearing and payable on the earlier of July 31, 2021 or the completion of the Proposed Offering. Due to the short-term nature of the Note, the fair value approximates the carrying amount. Administrative Services Agreement: The Company expects to enter into an administrative services agreement pursuant to which it will agree to pay to an affiliate of the Sponsor $20,000 per month for office space, utilities and secretarial support. Services will commence on the date the securities are first listed on the Nasdaq Capital Market and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company.	4. Related Party Transactions Founder Shares On July 23, 2020, the Sponsor purchased 11,500,000 Founder Shares for $25,000, or approximately $0.002 per share. On January 12, 2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s three independent director nominees at their original purchase price. On March 7, 2021, the Sponsor forfeited 250,000 Founder Shares following the expiration of the unexercised portion of underwriters’ over-allotment option, so that the Founder Shares held by the Initial Stockholders would represent 20.0% of the outstanding shares of common stock following completion of the Public Offering. The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s amended and restated certificate of incorporation. The sale of the Founders Shares is in the scope of FASB ASC Topic 718, “ Compensation-Stock Compensation ” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence. As of June 30, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. Private Placement Warrants The Sponsor has purchased from the Company an aggregate of 5,500,000 whole warrants at a price of $2.00 per warrant (a purchase price of approximately $11,000,000) in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A Common Stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the Warrants being sold as part of the Units in the Public Offering, except the Private Placement Warrants are not redeemable so long as they are held by our Sponsor or its permitted transferees , are exercisable on a cashless exercise basis, and are entitled to certain registration rights. If the Company does not complete a Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public stockholders and the Private Placement Warrants will expire worthless. Registration Rights The holders of Founder Shares, Private Placement Warrants and Warrants issued upon the conversion of working capital loans, if any, hold registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan Prior to the completion of the Public Offering, the Sponsor loaned the Company an aggregate of $300,000 by the issuance of an unsecured promissory note (the “Note”) issued by the Company in favor of the Sponsor to cover organization expenses and expenses related to the Public Offering. The Note was non-interest bearing and payable on the earlier of July 31, 2021 or the completion of the Public Offering. The Note was repaid upon completion of the Public Offering. On February 17, 2021, the Sponsor made available to the Company a loan of up to $1,500,000 pursuant to a promissory note issued by the Company to the Sponsor. The proceeds from the note will be used for on-going operational expenses and certain other expenses in connection with the Proposed Business Combination. The note is unsecured, non-interest bearing and matures on the earlier of: (i) February 28, 2022 or (ii) the date on which the Company consummates the Proposed Business Combination. As of June 3 0 , 2021, the amount advanced by Sponsor to the Company was $1,000,000. Administrative Services Agreement The Company entered into an administrative services agreement pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 per month for office space, utilities and secretarial support. Services commenced on January 19, 2021 (the date the securities were first listed on the Nasdaq Capital Market) and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. For the period commencing January 19, 2021 through June 3 0 , 2021 the Company has paid the affiliate $107,742.

Fair Value Measurement

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurement

8. Fair Value Measurement

The Company complies with ASC 820 for its financial assets and liabilities that are

re-measured

and reported at fair value at each reporting period, and

non-financial

assets and liabilities that are

re-measured

and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.

Warrants

The Company has determined that warrants issued in connection with its initial public offering in January 2021 are subject to treatment as a liability. The Company utilizes a Monte Carlo simulation methodology to value the warrants at each reporting period, with changes in fair value recognized in the statement

of operations. The estimated fair value of the warrant liability is determined using Level 1 and Level 2 inputs. The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO Closing Date was derived from observable public warrant pricing on comparable ‘blank-check’ companies that recently went public in 2020 and 2021. At

June

, 2021, there were observable transactions in the Company’s public warrants and correspondingly an implied volatility. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be six months until the close of a Business Combination, and the contractual five year term subsequently. The dividend rate is based on the

historical rate, which the Company anticipates to remain at zero. At June 30, 2021, the Public Warrants had adequate trading volume to provide a reliable indication of value. The Public Warrants were valued at $1.40 at June 30, 2021. The fair value of the Private Placement Warrants was deemed to be equal to the fair value of the Public Warrants because the Private Placement Warrants have similar terms and are subject to substantially the same redemption features as the Public Warrants.

The Warrants were classified as Level 2 at the respective measurement dates.

The key inputs into the option model for the Private Placement Warrants and Public Warrants were as follows for the relevant

periods:


	As of
	January 20, 2021			June 30, 2021*
Implied volatility/Volatility		20.0	%		—
Risk-free interest rate		0.53	%		—
Warrant exercise price	$	11.50		$	11.50
Expected term		5.5			5.3

*	Volatility and risk-free rate were not utilized in computation.

Subsequent Measurement

The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public and Private Warrants as of June 30, 2021, is classified as Level 2 due to the use of both observable inputs in an active market as well as quoted prices in active markets for similar assets and liabilities.

As of

une

2021

, the aggregate values of the Private Placement Warrants and Public Warrants were $

7.7

million and $

12.6

million, respectively, based on the closing price of GMIIW on that date of $

1.40

As of January 20, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $10.0 million and $16.3 million, respectively, based on the closing price of GMIIU on that date of $11.16.

The following table presents the changes in the fair value of warrant liabilities:


	Private placement warrants			Public warrants			Total warrant liabilities
Fair value at January 20, 2021	$	9,955,000		$	16,290,000		$	26,245,000
Change in fair value		(2,255,000	)		(3,690,000	)		(5,945,000	)
Fair value at June 3 0 , 2021		7,700,000			12,600,000		$	20,300,000

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability:


Description	June 30, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Investments and cash held in Trust Account	$	450,018,248	$	450,018,248	$	—	$	—
Public warrants		12,600,000		—		12,600,000		—
Private placement warrants		7,700,000		—		7,700,000		—

Total	$	470,318,248	$	450,018,248	$	20,300,000	$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Significant Accounting Policies (Policies)

5 Months Ended

6 Months Ended

Dec. 31, 2020

Jun. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation:

The financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“

GAAP

”).

Basis of Presentation

Emerging Growth Company

Emerging Growth Company:

non-emerging

Net Income/(Loss) Per Common Share

Loss Per Common Share:

The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Net loss per common share is computed utilizing the

two-class

method. The

two-class

Class

F common stock

Net Income/(Loss) Per Common Share

shares of Common Stock at $11.50

per share were issued on January 22, 2021. At

June

, 2021, no

warrants have been exercised. The 14,500,000


	For the Three Months Ended June 30, 2021						For the Six Months Ended June 30, 2021
	Class A			Class F			Class A			Class F
Basic and diluted net income/(loss) per share:
Numerator:

Allocation of net income/(loss) including accretion of temporary equity	$	(1,771,211	)	$	(442,803	)	$	(31,106,139	)	$	(8,867,410	)


Denominator:
Weighted-average shares outstanding		45,000,000			11,250,000			39,779,006			11,339,779
Basic and diluted net income/(loss) per share	$	(0.04	)	$	(0.04	)	$	(0.78	)	$	(0.78	)

Concentration of Credit Risk

Concentration of Credit Risk:

Concentration of Credit Risk

Financial Instruments

Financial Instruments:

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “

Fair Value Measurements and Disclosures

,” approximates the carrying amounts represented in the balance sheet.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “

Fair Value Measurements and Disclosures

,” (“ASC 820”) approximates the carrying amounts represented in the balance sheet.

Offering Costs

The Company complies with the requirements of FASB ASC Topic

340-10-S99-1,

“

Other Assets and Deferred Costs – SEC Materials

” (“ASC

340-10-S99”)

and SEC Staff Accounting Bulletin Topic 5A, “

Expenses of Offering

”. Offering costs were $25,363,020

(including $24,750,000

$918,141

are reflected as an expense in the statement

of operations.

Redeemable Common Stock

As discussed in Note 3, all of the 45,000,000

shares of Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of common stock under the

480-10-S99,

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable

common

Use of Estimates

Use of Estimates:

contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting

period

. Actual results could differ from those estimates.

Use of Estimates

Deferred Offering Costs

Deferred Offering Costs:

The Company complies with the requirements of the ASC

340-10-S99-1

and SEC Staff Accounting Bulletin Topic 5A—”

Expenses of Offering

completed.

Organizational Expenses

Organizational Expenses:

Income Taxes

Income Taxes:

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “

Income Taxes

more-likely-than-not

The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “

Income Taxes

For those liabilities or 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 liabilities as income tax expense. No

amounts were accrued for the payment of interest and penalties at

une

, 2021.

The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.

Cash and Cash Equivalents

Cash and Cash Equivalents:

Cash and Cash Equivalents

Investments and Cash Held in Trust Account

June

, 2021, the Company had $450,018,248

in the Trust Account which may be utilized for Business Combinations. At

June 30

, 2021, the Trust Account consisted of money market funds.

, subject to the requirements of law and stock exchange rules.

Warrant Liability

paid-in

non-cash

gain or loss on the statements of operations.

Recently Issued Accounting Pronouncements Not Yet Adopted

re-evaluated

on a regular basis or if a Business Combination is completed where the impact could be material.

Going Concern Consideration

per-share

In addition, at

June

, 2021 and December 31, 2020, the Company had current liabilities of $24,807,367

and $461,173, respectively, and working capital of ($23,211,715) and ($14,918),

Organization and Business Operations - Additional Information (Details) - USD ($)			5 Months Ended	6 Months Ended
	Apr. 29, 2021	Jan. 22, 2021	Dec. 31, 2020	Jun. 30, 2021	Jul. 23, 2021
Organization And Business Operations [Line Items]
Date of incorporation			Jul. 21, 2020	Jul. 21, 2020
Merger agreement date				Apr. 29, 2021
Date of business combination				Apr. 29, 2021
Proceeds from sale of Units in initial public offering		$ 450,000,000		$ 450,000,000
Proceeds from sale of Private Placement Warrants to Sponsor				$ 11,000,000
Funds held in trust account, maturity description			The Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations.	Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government obligations
Annual limit of regulatory withdrawal			$ 900,000	$ 900,000
Regulatory withdrawal of interest from trust account, maximum period				24 months
Redemption percentage of shares if business combination not completed				100.00%
Threshold period to complete business combination from closing of public offering			24 months	24 months
Dissolution expenses, maximum allowed			$ 100,000	$ 100,000
Private Placement
Organization And Business Operations [Line Items]
Amount placed in trust account		$ 450,000,000
Proceeds from sale of Units in initial public offering				450,000,000
Proceeds from sale of Private Placement Warrants to Sponsor				$ 11,000,000
Class A Common Stock
Organization And Business Operations [Line Items]
Common stock, par value			$ 0.0001	$ 0.0001	$ 0.0001
Redemption percentage of shares if business combination not completed			100.00%	100.00%
Class A Common Stock \| Maximum
Organization And Business Operations [Line Items]
Threshold period to complete business combination from closing of public offering			24 months	24 months
Subsequent Event \| Minimum
Organization And Business Operations [Line Items]
Threshold net tangible assets	$ 5,000,001
Percentage of fair market value	80.00%		80.00%
Subsequent Event \| Class A Common Stock \| Maximum
Organization And Business Operations [Line Items]
Threshold net tangible assets			$ 5,000,001	$ 5,000,001
Subsequent Event \| Common Stock \| Private Placement
Organization And Business Operations [Line Items]
Number of shares purchased	20,000,000
Purchase price per share	$ 10.00
Sonder Holdings Inc. \| Subsequent Event
Organization And Business Operations [Line Items]
Common stock, par value	0.000001
Sonder Holdings Inc. \| Subsequent Event \| Special Voting Series AA Common Stock
Organization And Business Operations [Line Items]
Common stock, par value	0.000001
Sonder Holdings Inc. \| Subsequent Event \| Special Voting Common Stock
Organization And Business Operations [Line Items]
Common stock, par value	0.000001
Sonder Holdings Inc. \| Subsequent Event \| Common Stock
Organization And Business Operations [Line Items]
Common stock, par value	$ 0.0001
Aggregate value of shares	$ 2,176,603,000
Per share value	$ 10.00
Sonder Holdings Inc. \| Subsequent Event \| Common Stock \| Maximum
Organization And Business Operations [Line Items]
Additional number of earn-out shares	14,500,000

Significant Accounting Policies - Additional Information (Details) - USD ($)	5 Months Ended	6 Months Ended
	Dec. 31, 2020	Jun. 30, 2021	Jul. 23, 2021	Jan. 22, 2021
Significant Accounting Policies [Line Items]
Deferred offering costs	$ 285,941
organizational expenses	4,000
Deferred tax asset net operating loss carry forwards and startup costs	10,231
Number of warrants exercised		0
Federal depository insurance coverage amount	250,000	$ 250,000
Accrued interest and penalties related to unrecognized tax liabilities	0	0
Investments and cash held in Trust Account		$ 450,018,248
Redemption percentage of shares if business combination not completed		100.00%
Business combination description		the Company does not complete the Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering
Going concern description		If the Company does not complete its Business Combination by January 22, 2023, 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 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company 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 liquidation distributions, if any), subject to applicable law, 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.
Dissolution expenses, maximum allowed	100,000	$ 100,000
Current liabilities	461,173	24,807,367
Working capital	$ 14,918	$ 23,211,715
Common Class F [Member]
Significant Accounting Policies [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001
Class A Common Stock
Significant Accounting Policies [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Shares subject to possible redemption	0	45,000,000
Redemption percentage of shares if business combination not completed	100.00%	100.00%
Initial Public Offering
Significant Accounting Policies [Line Items]
Offering costs		$ 25,363,020
Underwriters' fees		24,750,000
Offering costs related to warrant liability		$ 918,141
Shares subject to possible redemption				45,000,000
Initial Public Offering \| Class A Common Stock
Significant Accounting Policies [Line Items]
Shares subject to possible redemption		45,000,000
Warrants
Significant Accounting Policies [Line Items]
Potential common shares for outstanding warrants to purchase stock were excluded from diluted earnings per share		14,500,000
Common Stock
Significant Accounting Policies [Line Items]
Shares called by warrants				14,500,000
Share price				$ 11.50

Public Offering - Additional Information (Details) - USD ($)		5 Months Ended	6 Months Ended
	Jan. 22, 2021	Dec. 31, 2020	Jun. 30, 2021
Class Of Stock [Line Items]
Proceeds from sale of Units in initial public offering	$ 450,000,000		$ 450,000,000
Threshold period to complete business combination from closing of public offering		24 months	24 months
Percentage of deferred underwriting discount			3.50%
Change in fair value of warrants reflected as a gain in statement of operations			$ 5,945,000
Warrants
Class Of Stock [Line Items]
Number of shares contribute each unit	0.20
Warrant exercisable term if business combination is completed	30 days	30 days
Warrant exercisable term from closing of public offer	12 months	12 months
Warrant expiration term	5 years
Threshold period to complete business combination from closing of public offering	24 months	24 months
Warrants derivative liability	$ 16,290,000		12,600,000
Change in fair value of warrants reflected as a gain in statement of operations			$ 3,690,000
Class A Common Stock
Class Of Stock [Line Items]
Units sold		0	45,000,000
Number of shares contribute each unit	1
Class A Common Stock \| Warrants
Class Of Stock [Line Items]
Number of shares warrant may be converted	1
Initial Public Offering
Class Of Stock [Line Items]
Units sold	45,000,000
Sale of stock, price per unit	$ 10.00
Percentage of upfront underwriting discount	2.00%	2.00%
Payment of upfront underwriting discount	$ 9,000,000
Percentage of deferred underwriting discount	3.50%	3.50%
Deferred underwriting discount	$ 15,750,000
Initial Public Offering \| Class A Common Stock
Class Of Stock [Line Items]
Units sold			45,000,000
Proceeds from sale of Units in initial public offering			$ 450,000,000
Over-Allotment Option
Class Of Stock [Line Items]
Units sold	5,000,000
Term of option to purchase additional units to cover over-allotment	45 days	45 days

Related Party Transactions - Additional Information (Details)

5 Months Ended

6 Months Ended

Jun. 30, 2021

USD ($)

$ / shares

Mar. 07, 2021

Jan. 12, 2021

Jul. 23, 2020

USD ($)

$ / shares

Dec. 31, 2020

USD ($)

Jun. 30, 2021

USD ($)

$ / shares

Feb. 17, 2021

USD ($)

Sale of common stock, value

^[1]

$ 25,000

Proceeds from sale of Private Placement Warrants to Sponsor

$ 11,000,000

Founder Shares

Stock-based compensation expense

$ 0

Founder Shares | Class A Common Stock

Conversion ratio

Founder Shares | Sponsor

Number of shares purchased | shares

11,500,000

Sale of common stock, value

$ 25,000

Purchase price per share | $ / shares

$ 0.002

Founder shares transferred to independent directors | shares

25,000

Shares forfeited | shares

250,000

1,500,000

Percentage of founder shares held by the initial stockholders

20.00%

Private Warrants | Class A Common Stock

Number of shares warrant may be converted | shares

Warrants exercise, price per share | $ / shares

$ 11.50

Private Warrants | Sponsor

Number of warrants sold | shares

5,500,000

Warrants sold, price per warrant | $ / shares

$ 2.00

Proceeds from sale of Private Placement Warrants to Sponsor

$ 11,000,000

Sponsor Loan

Borrowings

$ 300,000

Promissory note issued

$ 1,500,000

Proceeds from promissory note issued

1,000,000

Sponsor Loan | Initial Public Offering

Aggregate issuance of unsecured promissory note

$ 300,000

300,000

Administrative Services Agreement

Agreed to pay to affiliate, monthly for office space, utilities and secretarial support

20,000

$ 20,000

Administrative Services Agreement | Affiliate of the Sponsor

Payments to affiliate

$ 107,742

[1]	This number includes up to 1,500,000 shares of Class F common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

Stockholders' Equity - Additional Information (Details)	Jul. 23, 2021 $ / shares	Jun. 30, 2021 Vote $ / shares shares	Dec. 31, 2020 Vote $ / shares shares
Class Of Stock [Line Items]
Common stock, shares authorized			440,000,000
Number of votes for each share \| Vote		1	1
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value \| $ / shares		$ 0.0001	$ 0.0001
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Class A Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized		400,000,000	400,000,000
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued		45,000,000	0
Common stock, shares outstanding		45,000,000	0
Class F Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized		40,000,000	40,000,000
Common stock, par value \| $ / shares		$ 0.0001	$ 0.0001
Common stock, shares issued		11,250,000	11,500,000
Common stock, shares outstanding		11,250,000	11,500,000

Proposed Offering	5 Months Ended
Proposed Offering	Dec. 31, 2020
Proposed Offering [Abstract]
Proposed Offering	Note 3—Proposed Offering Pursuant to the Proposed Offering, the Company intends to offer for sale units (the “ Units ”), each consisting of one share of Class A common stock and one-fifth of one redeemable common stock purchase warrant (the “ Warrants ”). Each whole Warrant entitles the holder to purchase one share of Class A common stock. No fractional shares will be issued upon separation of the Units and only whole Warrants will trade. Each Warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Proposed Offering provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. Under the terms of a proposed warrant agreement, the Company will agree to use its best efforts to file a registration statement under the Securities Act following the completion of the Business Combination covering the shares of Class A common stock issuable upon exercise of the Warrants. The Company expects to grant the underwriters a 45-day option to purchase additional Units to cover any over-allotment, at the initial public offering price less the underwriting discounts and commissions. The Company expects to pay an underwriting discount of 2.00% of the per Unit offering price to the underwriters at the closing of the Proposed Offering, with an additional fee (the “ Deferred Discount ”) of 3.50% of the gross offering proceeds payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination.

Contingencies	5 Months Ended
Contingencies	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Contingencies	Note 6—Contingencies Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry 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, close of the Proposed Offering 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.

Deferred Underwriting Compensation	6 Months Ended
Deferred Underwriting Compensation	Jun. 30, 2021
Deferred Underwriting Compensation [Abstract]
Deferred Underwriting Compensation	5. Deferred Underwriting Compensation The Company is committed to pay a deferred underwriting discount totaling $15,750,000 or 3.50% of the gross offering proceeds of the Public Offering, to the underwriters upon the Company’s consummation of a Business Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriters if there is no Business Combination.

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Income Taxes	6. Income Taxes Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The Company’s effective tax rates differ from the federal statutory rate primarily due to the fair value on instruments treated as debt for GAAP and equity for tax purposes, which is not deductible for income tax purposes, for 2021. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes. The Company has evaluated tax positions taken or expected to be taken in the course of preparing the financial statements to determine if the tax positions are “more likely than not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more likely than not” threshold would be recorded as a tax benefit or expense in the current year. The Company has concluded that there was no impact related to uncertain tax positions on the results of its operations for the period ended June 3 0 , 2021. As of J une 3 0 , 2021, the Company has no accrued interest or penalties related to uncertain tax positions. 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’s conclusions regarding tax positions will be subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analyses of tax laws, regulations, and interpretations thereof.

Investments and Cash Held in Trust	6 Months Ended
Investments and Cash Held in Trust	Jun. 30, 2021
Investments, Debt and Equity Securities [Abstract]
Investments and Cash Held in Trust	7. Investments and Cash Held in Trust As of June 3 0 , 2021, investment securities in the Company’s Trust Account consist of $450,018,248 in money market funds.

Stockholder's Equity	5 Months Ended	6 Months Ended
Stockholder's Equity	Dec. 31, 2020	Jun. 30, 2021
Equity [Abstract]
Stockholder's Equity	Note 5—Stockholder’s Equity Common Stock: The Company is authorized to issue 440,000,000 shares of common stock, consisting of 400,000,000 shares of Class A common stock and 40,000,000 shares of Class F common stock. Upon completion of the Proposed Offering, the Company may (depending on the terms of the Business Combination) be required to increase the number of shares of common stock which it is authorized to issue at the same time as its stockholders vote on the Business Combination to the extent the Company seeks stockholder approval in connection with its Business Combination. Holders of the Company’s common stock vote together as a single class and are entitled to one vote for each share of common stock. At December 31, 2020, there were no shares of Class A common stock and 11,500,000 shares of Class F common stock issued and outstanding. Preferred Stock: The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At December 31, 2020 there were no shares of preferred stock issued and outstanding.	9. Stockholders’ Equity Common Stock The Company is authorized to issue 400,000,000 shares of Class A Common Stock, par value $0.0001 per share, and 40,000,000 shares of Class F Common Stock, par value $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At June 3 0 , 2021, there were 45,000,000 shares of Class A Common Stock and 11,250,000 shares of Class F Common Stock issued and outstanding, respectively. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At J une 3 0 , 2021, there were no shares of preferred stock issued and outstanding.

Risk and Uncertainties	6 Months Ended
Risk and Uncertainties	Jun. 30, 2021
Risks and Uncertainties [Abstract]
Risk and Uncertainties	10. Risk and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry 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.

Subsequent Events	5 Months Ended	6 Months Ended
Subsequent Events	Dec. 31, 2020	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 7—Subsequent Events Management has performed an evaluation of subsequent events through January 13, 2021, the date of issuance of the financial statements, noting no items which require adjustment or disclosure.	11. Subsequent Events On July 1, 2021, the Sponsor advanced to the Company an additional amount of $500,000. As of August 6, 2021, the total amount advanced by the Sponsor to the Company was $1,500,000. Management has performed an evaluation of subsequent events through August 6, 2021, noting no items which require adjustment or disclosure other than those set forth in the preceding notes to the financial statements.

Deferred Underwriting Compensation - Additional Information (Details)	6 Months Ended
	Jun. 30, 2021 USD ($)
Deferred Underwriting Compensation [Abstract]
Deferred underwriting discount	$ 15,750,000
Percentage of deferred underwriting discount	3.50%
Deferred underwriting discount if business combination not completed	$ 0

Investments and Cash Held in Trust - Additional Information (Details)	Jun. 30, 2021 USD ($)
Schedule Of Investments [Line Items]
Investments and cash held in Trust Account	$ 450,018,248
Money Market Funds
Schedule Of Investments [Line Items]
Investments and cash held in Trust Account	$ 450,018,248

Fair Value Measurement - Additional Information (Details)	Jun. 30, 2021 USD ($) $ / shares	Mar. 31, 2021 $ / shares	Jan. 22, 2021 USD ($)	Jan. 20, 2021 USD ($) $ / shares
Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant expiration term			5 years
Warrants derivative liability	$ 12,600,000		$ 16,290,000
Share price \| $ / shares	$ 1.40	$ 1.40		$ 11.16
Private Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants derivative liability	$ 7,700,000			$ 10,000,000.0
Public Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants derivative liability	$ 12,600,000			$ 16,300,000
Until Close of Business Combination
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant expiration term	6 months
Subsequent to Business Combination
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant expiration term	5 years
Expected Dividend Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Private placement warrants and public warrants, measurement input	0

Fair Value Measurement - Schedule of Changes in Fair Value of Warrant Liabilities (Details) - Warrant Liabilities	5 Months Ended
	Jun. 30, 2021 USD ($)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value at January 20, 2021	$ 26,245,000
Change in fair value since initial measurement	(5,945,000)
Fair value at June 30, 2021	20,300,000
Private Warrants
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value at January 20, 2021	9,955,000
Change in fair value since initial measurement	(2,255,000)
Fair value at June 30, 2021	7,700,000
Public Warrants
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value at January 20, 2021	16,290,000
Change in fair value since initial measurement	(3,690,000)
Fair value at June 30, 2021	$ 12,600,000

Subsequent Events - Additional Information (Details) - USD ($)	Jul. 01, 2021	Aug. 06, 2021	Jun. 30, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Total amount advanced by Sponsor			$ 1,000,000	$ 300,000
Subsequent Event \| Sponsor
Subsequent Event [Line Items]
Additional amount advanced by Sponsor	$ 500,000
Total amount advanced by Sponsor		$ 1,500,000