Note 6 Stockholders Equity
Class A Common StockThe Company is authorized to issue 380,000,000 shares of Class A common stock with a
par value of $0.0001 per share. As of March 31, 2021 and December 31, 2020, there were 30,000,000 shares Class A common stock outstanding, including 24,850,569 and 25,053,313 shares of Class A common stock subject to possible
conversion that were classified as temporary equity in the accompanying unaudited condensed balance sheets, respectively.
Class B Common StockThe Company is authorized to issue 20,000,000 shares of Class B common stock with a
par value of $0.0001 per share. On November 17, 2020, the Company issued 7,187,500 shares of Class B common stock. On November 12, 2020, the Company effected a 1:1.1 stock split of the Class B common stock, resulting in an
aggregate of 7,906,250 shares outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. Of the 7,906,250 shares of Class B common stock outstanding, an aggregate of up to 1,031,250 shares of
Class B common stock that are subject to forfeiture, to the Company by the initial stockholders for no consideration to the extent that the underwriters over-allotment option is not exercised in full or in part, so that the initial
stockholders will collectively own 20% of the Companys issued and outstanding common stock after the Initial Public Offering. On November 17, 2020, the underwriters partially exercised their over-allotment option to purchase 2,500,000
units resulting in 625,000 shares of Class B common stock no longer being subject to forfeiture. The over-allotment option expired on December 27, 2020, resulting in 406,250 shares of Class B common stock being forfeited. As of
March 31, 2021 and December 31, 2020, there were 7,500,000 shares of Class B common stock outstanding.
Stockholders of
record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote
of our stockholders except as required by law.
The Class B common stock will automatically convert into Class A common stock
concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits,
stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in
connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on
an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock
by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in
connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock
issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will
never occur on a less than one-for-one basis.
Preferred StockThe 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 Companys board of directors. As of March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or
outstanding.
Note 7 Derivative Warrant Liabilities
As of March 31, 2021 and December 31, 2020, the Company has 7,500,000 and 4,000,000 Public Warrants and Private Placement Warrants,
respectively, outstanding.
Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be
issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the
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