0001564590-21-012893 | 10-K | XBRL Viewer

Print Document View Excel Document

Document and Entity Information - USD ($)	6 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2020	Mar. 12, 2021	Jun. 30, 2020
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Registrant Name	GORES HOLDINGS VI, INC.
Entity Central Index Key	0001819394
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Entity Public Float			$ 0
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity File Number	001-39790
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	85-1695048
Entity Address Address Line1	6260 Lookout Road
Entity Address City Or Town	Boulder
Entity Address State Or Province	CO
Entity Address Postal Zip Code	80301
City Area Code	310
Local Phone Number	209-3010
Document Annual Report	true
Document Transition Report	false
ICFR Auditor Attestation Flag	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		34,500,000
Security12b Title	Class A Common Stock
Trading Symbol	GHVI
Security Exchange Name	NASDAQ
Class F Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000
Warrants
Document Information [Line Items]
Security12b Title	Warrants
Trading Symbol	GHVIW
Security Exchange Name	NASDAQ
Units
Document Information [Line Items]
Security12b Title	Units
Trading Symbol	GHVIU
Security Exchange Name	NASDAQ

BALANCE SHEET	Dec. 31, 2020 USD ($)
CURRENT ASSETS:
Cash and cash equivalents	$ 633,266
Prepaid assets	897,754
Total current assets	1,531,020
Deferred tax asset	26,273
Investments and cash held in Trust Account	345,008,625
Total assets	346,565,918
Current liabilities:
Accrued expenses, formation and offering costs	475,462
State franchise tax accrual	55,241
Total current liabilities	530,703
Deferred underwriting compensation	12,075,000
Total liabilities	12,605,703
Commitments and Contingencies:
Class A Common Stock subject to possible redemption, 32,896,021 shares at December 31, 2020 (at redemption value of $10 per share)	328,960,210
Stockholders’ equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding
Additional paid-in-capital	5,097,819
Accumulated deficit	(98,837)
Total stockholders’ equity	5,000,005
Total liabilities and stockholders’ equity	346,565,918
Class A Common Stock
Stockholders’ equity:
Common stock value	160
Total stockholders’ equity	160
Class F Common Stock
Stockholders’ equity:
Common stock value	863
Total stockholders’ equity	$ 863

BALANCE SHEET (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 15, 2020
Class A subject to possible redemption, shares	32,896,021
Class A subject to possible redemption, redemption value per share	$ 10.00
Preferred stock, par value	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common stock, shares authorized	440,000,000
Class A Common Stock
Class A subject to possible redemption, shares	32,896,021
Class A subject to possible redemption, redemption value per share	$ 10
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000
Common stock, shares issued	1,603,979
Common stock, shares outstanding	1,603,979
Class F Common Stock
Common stock, par value	$ 0.0001
Common stock, shares authorized	40,000,000
Common stock, shares issued	8,625,000
Common stock, shares outstanding	8,625,000

Statement of Operations	6 Months Ended
Statement of Operations	Dec. 31, 2020 USD ($) $ / shares
Professional fees and other expenses	$ (78,494)
State franchise taxes, other than income tax	(55,241)
Net loss from operations	(133,735)
Other income - interest and dividend income	8,625
Loss before income taxes	(125,110)
Income tax benefit	26,273
Net loss attributable to common shares	(98,837)
Class A Common Stock
Net loss attributable to common shares	$ (14,662)
Net loss per ordinary share:
Common stock - basic and diluted \| $ / shares	$ 0.00
Class F Common Stock
Net loss attributable to common shares	$ (84,175)
Net loss per ordinary share:
Common stock - basic and diluted \| $ / shares	$ (0.01)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 6 months ended Dec. 31, 2020 - USD ($)	Total	Initial Public Offering	Class A Common Stock	Class A Common Stock Initial Public Offering	Class F Common Stock	Additional Paid-In Capital	Additional Paid-In Capital Initial Public Offering	(Accumulated Deficit)
Beginning Balance at Jun. 28, 2020	$ 0		$ 0		$ 0	$ 0		$ 0
Beginning Balance, (in shares) at Jun. 28, 2020			0		0
Sale of Class F Common Stock, par value $0.0001 per share, to Sponsor on July 24, 2020	25,000				$ 1,725	23,275
Sale of common stock (in shares)		34,500,000		34,500,000	17,250,000
Surrender of Class F Common Stock, par value $0.0001 per share, by Sponsor on October 1, 2020					$ (862)	862
Surrender of Class F common stock, par value $0.0001 per share, by Sponsor on October 1, 2020 (in shares)					(8,625,000)
Stock dividend of Class F Common Stock, par value $0.0001 per share, to Sponsor on October 23, 2020					$ 647	(647)
Stock dividend of Class F common stock, par value $0.0001 per share, to Sponsor on October 23, 2020 (in shares)					6,468,750
Surrender of Class F Common Stock, par value $0.0001 per share, by Sponsor on November 13, 2020					$ (647)	647
Surrender of Class F common stock, par value $0.0001 per share, by Sponsor on November 13, 2020 (in shares)					(6,468,750)
Proceeds from initial public offering of Units on December 15, 2020 at $10.00 per Unit		$ 345,000,000		$ 3,450			$ 344,996,550
Sale of 4,450,000 Private Placement Warrants to Sponsor on December 15, 2020 at $2.00 per Private Placement Warrant	8,900,000					8,900,000
Underwriters discounts	(6,900,000)					(6,900,000)
Offering costs charged to additional paid-in capital	(890,948)	$ (19,865,948)				(890,948)
Deferred underwriting compensation	(12,075,000)					(12,075,000)
Class A common stock subject to possible redemption; 32,896,021 shares at a redemption price of $10.00	(328,960,210)		$ (3,290)			(328,956,920)
Class A common stock subject to possible redemption; 32,896,021 shares at a redemption price of $10.00 (in shares)			(32,896,021)
Net loss	(98,837)		$ (14,662)		$ (84,175)			(98,837)
Ending Balance at Dec. 31, 2020	$ 5,000,005		$ 160		$ 863	$ 5,097,819		$ (98,837)
Ending Balance, (in shares) at Dec. 31, 2020			1,603,979		8,625,000

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 15, 2020
Class A subject to possible redemption, shares	32,896,021
Class A subject to possible redemption, redemption value per share	$ 10.00
Sponsor \| Private Placement Warrants
Number of warrants sold	4,450,000
Warrants sold, price per warrant	$ 2.00
Class F Common Stock
Common stock, par value	0.0001
Class A Common Stock
Common stock, par value	0.0001	$ 0.0001
Sale of stock, price per unit	$ 10.00
Class A subject to possible redemption, shares	32,896,021
Class A subject to possible redemption, redemption value per share	$ 10

STATEMENT OF CASH FLOWS	6 Months Ended
STATEMENT OF CASH FLOWS	Dec. 31, 2020 USD ($)
Cash flows from operating activities:
Net loss	$ (98,837)
Changes in state franchise tax accrual	55,241
Changes in prepaid assets	(897,754)
Changes in accrued expenses, formation and offering costs	4,000
Changes in deferred income tax	(26,273)
Net cash used in operating activities	(963,623)
Cash used in investing activities:
Cash deposited in Trust Account	(345,000,000)
Interest and dividends reinvested in the Trust Account	(8,625)
Net cash used in investing activities	(345,008,625)
Cash flows from financing activities:
Proceeds from sale of Units in initial public offering	345,000,000
Proceeds from sale of Class F Common Stock to Sponsor	25,000
Proceeds from sale of Private Placement Warrants to Sponsor	8,900,000
Proceeds from notes and advances payable – related party	300,000
Repayment of notes and advances payable – related party	(300,000)
Payment of underwriters’ discounts and commissions	(6,900,000)
Payment of accrued offering costs	(419,486)
Net cash provided by financing activities	346,605,514
Increase in cash	633,266
Cash at end of period	633,266
Supplemental disclosure of non-cash financing activities:
Deferred underwriting compensation	12,075,000
Accrued deferred costs charged to paid-in capital	$ 471,462

Organization and Business Operations

6 Months Ended

Dec. 31, 2020

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Organization and Business Operations

1. Organization and Business Operations

Organization and General

Gores Holdings VI, Inc. (the “Company”) was incorporated in Delaware on June 29, 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 neither engaged in any operations nor generated any revenue to date. The Company’s management has broad discretion with respect to the Business Combination. The Company’s Sponsor is Gores Sponsor VI, LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31st as its fiscal year-end.

At December 31, 2020, the Company had not commenced any operations. All activity for the period from June 29, 2020 (inception) through December 31, 2020 relates to the Company’s formation and initial public offering (“Public Offering”) described below. The Company completed the Public Offering on December 15, 2020 (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 Matterport Business Combination

On February 7, 2021, the Company entered into a Merger Agreement, by and among the Company, First Merger Sub, Second Merger Sub, and Matterport, which provides for, among other things: (a) the First Merger; and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Second Merger. 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 were unanimously approved by the Board of Directors of the Company on February 7, 2021 and the Matterport Board on February 7, 2021.

The Merger Agreement

Merger Consideration

Pursuant to the terms of the Merger Agreement, at the effective time of the First Merger (the “Effective Time”), each share of Matterport’s common stock, par value $0.001 per share (“Matterport Common Stock”), will be converted into the right to receive a number of newly-issued shares of the Company’s Class A common stock, par value $0.0001 per share (“Company Class A common stock”), equal to the Per Share Company Common Stock Consideration (as defined in the Merger Agreement) and each share of Matterport’s preferred stock, par value $0.001 per share (“Matterport Preferred Stock”), will be converted into the right to receive a number of newly-issued shares of Company Class A common stock equal to the Per Share Company Preferred Stock Consideration (as defined in the Merger Agreement). Pursuant to the terms of the Merger Agreement, the Company is required to use reasonable best efforts to cause the shares of Company Class A common stock to be issued in connection with the transactions contemplated by the Merger Agreement (the “Business Combination”) to be listed on the Nasdaq Capital Market (the “Nasdaq”) at the closing of the Business Combination.

Pursuant to the Merger Agreement, the aggregate merger consideration payable at the closing of the Business Combination to all of the stockholders and holders of equity awards of Matterport will be an aggregate number of shares, or equity awards exercisable for shares, of Company Class A common stock (deemed to have a value of $10.00 per share) equal to $2,188,750,000, divided by $10.00.

In addition to the consideration to be paid at the closing of the Business Combination, stockholders of Matterport will be entitled to receive their pro rata share of an additional number of earn-out shares from the Company, issuable in Company Class A common stock and subject to the terms provided in the Merger Agreement, up to an aggregate of 23,460,000 shares collectively issuable to all Matterport equityholders.

Treatment of Matterport’s Equity Awards

Pursuant to the Merger Agreement, at the closing of the Business Combination, each of Matterport’s stock options, to the extent then outstanding and unexercised, will automatically be converted into (a) an option to acquire a certain number of shares of Company Class A common stock (pursuant to a ratio based on the Per Share Company Common Stock Consideration), at an adjusted exercise price per share and (b) the right to receive a pro rata portion of a number of earn-out shares from the Company, issuable in Company Class A common stock and subject to the terms provided in the Merger Agreement (including that such right to receive earn-out shares is conditional on the holder continuing to provide services to the Company), up to an aggregate of 23,460,000 shares collectively issuable to all Matterport equityholders. Each such converted option will be subject to the same terms and conditions as were applicable immediately prior to such conversion.

Pursuant to the Merger Agreement, at the closing of the Business Combination, each of Matterport’s restricted stock units, to the extent then unvested and outstanding, will automatically be converted into (a) an award of restricted stock units covering a certain number of shares of Company Class A common stock (pursuant to a ratio based on the Per Share Company Common Stock Consideration) and (b) the right to receive a pro rata portion of a number of earn-out shares from the Company, issuable in Company Class A common stock and subject to the terms provided in the Merger Agreement (including that such right to receive earn-out shares is conditional on the holder continuing to provide services to the Company), up to an aggregate of 23,460,000 shares collectively issuable to all Matterport equityholders. Each such converted restricted stock unit will be subject to the same terms and conditions as were applicable immediately prior to such conversion.

Private Placement Subscription Agreements

On February 7, 2021, the Company entered into subscription agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) with certain investors, including certain individuals (each, an “Individual Investor Subscription Agreement”), institutional investors (each, an “Institutional Investor Subscription Agreement”) and Gores Sponsor VI LLC (the “Sponsor”), pursuant to which the investors have agreed to purchase an aggregate of 29,500,000 shares of Class A common stock in a private placement for $10.00 per share (the “Private Placement”). The proceeds from the Private Placement will remain on the Company’s balance sheet following the consummation of the Business Combination.

Financing

Upon the IPO Closing Date and the sale of the Private Placement Warrants, an aggregate of $345,000,000 was placed in a Trust Account with Continental Stock Transfer & Trust Company (the “Trust Account”) acting as Trustee.

The Company intends to finance the Proposed Business Combination with the net proceeds from its $345,000,000 Public Offering and its sale of $8,900,000 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 December 31, 2020, the Trust Account consisted of cash and money market funds.

The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund regulatory compliance requirements and other costs related thereto (a “Regulatory Withdrawal”) for a maximum 24 months and/or additional amounts necessary 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; or (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 IPO Closing Date; 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 IPO Closing Date, subject to the requirements of law and stock exchange rules.

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. 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 income 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, including the Proposed 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 income 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 income 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. Currently, the Company will not redeem its public shares of 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 common stock and the related Business Combination, and instead may search for an alternate Business Combination. For business and other reasons, the Company has elected to provide its stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote to approve the Proposed Business Combination rather than a tender offer.

As a result of the foregoing redemption provisions, the public shares of common stock will be 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”) in subsequent periods.

The Company will have 24 months from the IPO Closing Date 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 common stock for a per share pro rata portion of the Trust Account, including interest income, but less taxes payable (less up to $100,000 of such net interest income 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 Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares of common stock, they will be entitled to a pro rata share of the Trust Account in the event the Company does not complete a Business Combination within the required time period.

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

6 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Significant Accounting Policies

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 December 31, 2020 and the results of operations and cash flows for the periods presented. Operating results for the period ended December 31, 2020 are not necessarily indicative of results that may be expected for the full year or any other period.

Net Loss Per Common Share

The Company has two classes of shares, which are referred to as Class A common stock (the “Common Stock”) and Class F Common Stock (the “Founders Shares”). Net income/(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. At December 31, 2020, the Company did not have any dilutive securities or 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 net income/(loss) per common share is the same as basic net income/(loss) per common share for the period.

	For the Period from June 29, 2020 (inception) to December 31, 2020
	Class A			Class F
Basic and diluted net income/(loss) per share:
Numerator:
Allocation of net income/(loss)	$	(14,662	)	$	(84,175	)

Denominator:
Weighted-average shares outstanding		3,153,300			11,395,997
Basic and diluted net income/(loss) per share	$	(0.00	)	$	(0.01	)

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 Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.

Offering Costs

The Company complies with the requirements of the Accounting Standards Codification (the “ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to our Public Offering and were

charged to stockholders’ equity upon the completion of our Public Offering. Accordingly, offering costs totaling $19,865,948 (including $18,975,000 in underwriters’ fees), and were charged to stockholders’ equity.

Redeemable Common Stock

As discussed in Note 3, all of the 34,500,000 class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001.

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.

Accordingly, at December 31, 2020, 32,896,021 of the 34,500,000 public shares are classified outside of permanent equity at their redemption value.

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. Actual results could differ from those estimates.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under 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.

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 December 31, 2020.

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

At December 31, 2020, the Company had $345,008,625 in the Trust Account which may be utilized for Business Combinations. At December 31, 2020, the Trust Account consisted of cash and 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 IPO Closing Date; 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 IPO Closing Date, subject to the requirements of law and stock exchange rules

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 December 15, 2022, 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 December 15, 2022, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless.

In addition, at December 31, 2020, the Company had current liabilities of $530,703 and working capital of $1,000,317, largely due to amounts 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 December 31, 2020 and amounts are continuing to accrue.

Public Offering

6 Months Ended

Dec. 31, 2020

Public Offering [Abstract]

Public Offering

3. Public Offering

Public Units

On December 15, 2020, the Company sold 34,500,000 units at a price of $10.00 per unit (the “Units”), including 4,500,000 Units as a result of the underwriters’ partial exercise of their over-allotment option, generating gross proceeds of $345,000,000. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-fifth of one redeemable Class A common stock purchase warrant (the “Warrants”). Each Whole Warrant entitles the holder to purchase one share of Class A common stock for $11.50 per share. Each Warrant will become exercisable

on the later of 30 days after the completion of the Business Combination or 12 months from the IPO Closing Date and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete the 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. The Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the Company. The Company did not register the shares of common stock issuable upon exercise of the Warrants under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities law. Under the terms of the warrant agreement, the Company has agreed 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 common stock issuable upon exercise of the Warrants. The Company paid an upfront underwriting discount of 2.00% ($6,900,000) of the per Unit offering price to the underwriter at the IPO Closing Date, with an additional fee (the “Deferred Discount”) of 3.50% ($12,075,000) of the per Unit offering price 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.

Related Party Transactions

6 Months Ended

Dec. 31, 2020

Related Party Transactions

4. Related Party Transactions

Founder Shares

On July 24, 2020, the Sponsor purchased 17,250,000 shares of Class F Common Stock for $25,000, or approximately $0.001 per share. On October 1, 2020, the Sponsor surrendered 8,625,000 Founder Shares to us for no consideration, on October 23, 2020, the Company effected a stock dividend with respect to its Class F Common Stock of 6,468,750 shares thereof and on November 13, 2020 the Sponsor surrendered 6,468,750 Founder Shares to us for no consideration, resulting in an aggregate of 8,625,000 outstanding shares of Class F Common Stock. As a result of such surrender, the per-share purchase price increased to approximately $0.003 per share. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the Public Offering. On September 11, 2020, the Sponsor transferred 25,000 Founder Shares to each of the independent directors at their original purchase price. 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.

Private Placement Warrants

The Sponsor purchased from the Company an aggregate of 4,450,000 warrants at a price of $2.00 per warrant (a purchase price of $8,900,000) in a private placement that occurred simultaneously with 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 public warrants sold as part of the units in the Public Offering, except that the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by the Sponsor or its permitted transferees.

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 conversion of working capital loans, if any, have registration rights (in the case of the Founder Shares, only after conversion of such shares to common shares) pursuant to a registration rights agreement entered into by the Company, the Sponsor and the other security holders named therein on December 15, 2020. These holders will also have certain demand and “piggy back” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Sponsor Loan

On July 24, 2020, Company borrowed $300,000 by the issuance of an unsecured promissory note from the Sponsor for $300,000 to cover expenses related to the Public Offering. This Note was non-interest bearing and payable on the earlier of June 30, 2021 or the completion of the Public Offering. This Note was repaid in full upon the completion of the Public Offering.

Administrative Services Agreement

The Company entered into an administrative services agreement on December 10, 2020, pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 a month for office space, utilities and secretarial support. Services commenced on 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 December 10, 2020 through December 31, 2020 the Company has paid the affiliate $13,548.

Deferred Underwriting Compensation

6 Months Ended

Dec. 31, 2020

Deferred Underwriting Compensation [Abstract]

Deferred Underwriting Compensation

5. Deferred Underwriting Compensation

The Company is committed to pay a deferred underwriting discount totaling $12,075,000 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

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

6. Income Taxes

Effective Tax Rate Reconciliation

A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided at December 31, 2020 as follows:

	From June 29, 2020
	(inception) to
	December 31, 2020
Income tax expense at the federal statutory rate	$	(26,273	)
State income taxes - net of federal income tax benefits		(4,892	)
Change in valuation allowance		4,892
Total income tax expense/(benefit)	$	(26,273)

Current/Deferred Taxes

	From June 29, 2020
	(inception) to
	December 31, 2020
Current income tax expense
Federal	$	-
State		-
Total current income tax expense	$	-
Deferred income tax expense
Federal	$	(26,273	)
State		—
Total deferred income tax expense	$	(26,273	)
Provision for income taxes	$	(26,273	)

Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2020:

	Period Ended
	December 31, 2020
Deferred tax assets
Accrued Expenses	$	14,608
Net operating losses		23,600
Total deferred tax assets		38,208
Valuation allowance		(4,892	)
Net deferred tax assets		33,316
Deferred tax liabilities		-
Prepaids		(5,232	)
Accrued Income		(1,811	)
Total deferred tax liabilities		(7,043	)
Net deferred tax assets (liabilities)	$	26,273

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Investments and cash held in Trust

6 Months Ended

Dec. 31, 2020

Investments Debt And Equity Securities [Abstract]

Investments and cash held in Trust

7. Investments and cash held in Trust

As of December 31, 2020, investment securities in the Company’s Trust Account consisted of $15,525 in cash and $344,993,100 in money market funds.

Fair Value Measurement

6 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurement

8. Fair Value Measurement

The Company complies with FASB ASC 820, Fair Value Measurements, 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.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2020 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:

					Significant		Significant
					Other		Other
			Quoted Prices in		Observable		Unobservable
	December 31,		Active Markets		Inputs		Inputs
Description	2020		(Level 1)		(Level 2)		(Level 3)
Investments and cash held in Trust Account		345,008,625		345,008,625		—		—
Total	$	345,008,625	$	345,008,625	$	—	$	—

- 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

Stockholder's Equity

6 Months Ended

Dec. 31, 2020

Equity [Abstract]

Stockholder's Equity

9. Stockholders’ 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, 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 and vote together as a single class. At December 31, 2020, there were 34,500,000 shares of Class A common stock (inclusive of the 32,896,021 shares subject to redemption) and 8,625,000 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 December 31, 2020, there were no shares of preferred stock issued and outstanding.

Risk and Contingencies

6 Months Ended

Dec. 31, 2020

Risks And Uncertainties [Abstract]

Risk and Contingencies

10. Risk and Contingencies

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

6 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

11. Subsequent Events

Management has performed an evaluation of subsequent events through March 12, 2021 of the financial statements, noting no items which require adjustment or disclosure other than those set forth in the preceding notes to the financial statements.

Significant Accounting Policies (Policies)

6 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Net Loss Per Common Share

	For the Period from June 29, 2020 (inception) to December 31, 2020
	Class A			Class F
Basic and diluted net income/(loss) per share:
Numerator:
Allocation of net income/(loss)	$	(14,662	)	$	(84,175	)

Denominator:
Weighted-average shares outstanding		3,153,300			11,395,997
Basic and diluted net income/(loss) per share	$	(0.00	)	$	(0.01	)

Concentration of Credit Risk

Financial Instruments

Offering Costs

Redeemable Common Stock

Accordingly, at December 31, 2020, 32,896,021 of the 34,500,000 public shares are classified outside of permanent equity at their redemption value.

Use of Estimates

Income Taxes

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

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

Recently Issued Accounting Pronouncements Not Yet Adopted

Recently issued accounting pronouncements not yet adopted

Going Concern Consideration

Significant Accounting Policies (Tables)

6 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income/(Loss) Per Share

As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period.

	For the Period from June 29, 2020 (inception) to December 31, 2020
	Class A			Class F
Basic and diluted net income/(loss) per share:
Numerator:
Allocation of net income/(loss)	$	(14,662	)	$	(84,175	)

Denominator:
Weighted-average shares outstanding		3,153,300			11,395,997
Basic and diluted net income/(loss) per share	$	(0.00	)	$	(0.01	)

Income Taxes (Tables)

6 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Reconciliation of Statutory Federal Income Tax Expense to Income Tax Expense from Continuing Operations

A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided at December 31, 2020 as follows:

	From June 29, 2020
	(inception) to
	December 31, 2020
Income tax expense at the federal statutory rate	$	(26,273	)
State income taxes - net of federal income tax benefits		(4,892	)
Change in valuation allowance		4,892
Total income tax expense/(benefit)	$	(26,273)

Schedule of Current/Deferred Taxes

Current/Deferred Taxes

	From June 29, 2020
	(inception) to
	December 31, 2020
Current income tax expense
Federal	$	-
State		-
Total current income tax expense	$	-
Deferred income tax expense
Federal	$	(26,273	)
State		—
Total deferred income tax expense	$	(26,273	)
Provision for income taxes	$	(26,273	)

Components of Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2020:

	Period Ended
	December 31, 2020
Deferred tax assets
Accrued Expenses	$	14,608
Net operating losses		23,600
Total deferred tax assets		38,208
Valuation allowance		(4,892	)
Net deferred tax assets		33,316
Deferred tax liabilities		-
Prepaids		(5,232	)
Accrued Income		(1,811	)
Total deferred tax liabilities		(7,043	)
Net deferred tax assets (liabilities)	$	26,273

Fair Value Measurement (Tables)

6 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Schedule of Assets Measured at Fair Value on Recurring Basis

					Significant		Significant
					Other		Other
			Quoted Prices in		Observable		Unobservable
	December 31,		Active Markets		Inputs		Inputs
Description	2020		(Level 1)		(Level 2)		(Level 3)
Investments and cash held in Trust Account		345,008,625		345,008,625		—		—
Total	$	345,008,625	$	345,008,625	$	—	$	—

Organization and Business Operations - Additional Information (Details) - USD ($)		6 Months Ended
	Feb. 07, 2021	Dec. 31, 2020	Dec. 15, 2020
Organization And Business Operations [Line Items]
Date of incorporation		Jun. 29, 2020
Preferred stock, par value		$ 0.0001
Proceeds from sale of Units in initial public offering		$ 345,000,000
Proceeds from sale of Private Placement Warrants to Sponsor		$ 8,900,000
Maximum maturity period		185 days
Regulatory withdrawal of interest from trust account, maximum period		24 months
Redemption percentage of public shares of common stock if business combination not completed		100.00%
Number of days to seek shareholder approval for redemption of shares		2 days
Number of days to provide opportunity to shareholders to sell their shares		2 days
Dissolution expenses, maximum allowed		$ 100,000
Maximum
Organization And Business Operations [Line Items]
Threshold period to complete business combination from closing of public offering		24 months
Threshold net tangible assets		$ 5,000,001
Number of days to redeem public shares of common stock if business combination not completed		10 days
Minimum
Organization And Business Operations [Line Items]
Percentage of fair market value		80.00%
Private Placement
Organization And Business Operations [Line Items]
Amount placed in trust account			$ 345,000,000
Proceeds from sale of Private Placement Warrants to Sponsor		$ 8,900,000
Class A Common Stock
Organization And Business Operations [Line Items]
Common stock, par value		$ 0.0001	$ 0.0001
Class A Common Stock \| Private Placement \| Subsequent Event
Organization And Business Operations [Line Items]
Sale of common stock (in shares)	29,500,000
Shares issued, price per share	$ 10.00
Matterport, Inc
Organization And Business Operations [Line Items]
Common stock, par value		0.001
Preferred stock, par value		0.001
Matterport, Inc \| Class A Common Stock
Organization And Business Operations [Line Items]
Common stock, par value		$ 0.0001
Equity awards exercisable for shares		$ 2,188,750,000
Equity awards exercisable for shares, per share		$ 10.00
Additional number of earnout shares		23,460,000

Significant Accounting Policies - Additional Information (Details) - USD ($)		6 Months Ended
	Dec. 15, 2020	Dec. 31, 2020
Significant Accounting Policies [Line Items]
Dilutive securities, effect on basic earnings per share		$ 0
Federal depository insurance coverage amount		250,000
Offering costs		$ 890,948
Class A subject to possible redemption, shares		32,896,021
Accrued interest and penalties related to unrecognized tax liabilities		$ 0
Investments and cash held in Trust Account		$ 345,008,625
Redemption percentage of public shares of common stock if business combination not completed		100.00%
Business combination		the Company does not complete the Business Combination within 24 months from the IPO Closing Date; 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 IPO Closing Date,
Dissolution expenses, maximum allowed		$ 100,000
Current liabilities		530,703
Business combination working capital		$ 1,000,317
Class A Common Stock
Significant Accounting Policies [Line Items]
Class A subject to possible redemption, shares		32,896,021
Maximum
Significant Accounting Policies [Line Items]
Threshold net tangible assets		$ 5,000,001
Threshold period to complete business combination from closing of public offering		24 months
Number of days to redeem public shares of common stock if business combination not completed		10 days
Initial Public Offering
Significant Accounting Policies [Line Items]
Offering costs		$ 19,865,948
Underwriters’ fees		$ 18,975,000
Sale of common stock (in shares)	34,500,000	34,500,000
Initial Public Offering \| Class A Common Stock
Significant Accounting Policies [Line Items]
Sale of common stock (in shares)		34,500,000

Significant Accounting Policies - Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income/(Loss) Per Share (Details)	6 Months Ended
	Dec. 31, 2020 USD ($) $ / shares shares
Numerator:
Allocation of net income/(loss)	$ (98,837)
Class A Common Stock
Numerator:
Allocation of net income/(loss)	$ (14,662)
Denominator:
Weighted-average shares outstanding \| shares	3,153,300
Common stock - basic and diluted \| $ / shares	$ 0.00
Class F Common Stock
Numerator:
Allocation of net income/(loss)	$ (84,175)
Denominator:
Weighted-average shares outstanding \| shares	11,395,997
Common stock - basic and diluted \| $ / shares	$ (0.01)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22658-107794

+ Details

Public Offering - Additional Information (Details) - USD ($)		6 Months Ended
	Dec. 15, 2020	Dec. 31, 2020
Class Of Stock [Line Items]
Gross proceeds excluding over-allotment	$ 345,000,000
Percentage of deferred underwriting discount		3.50%
Initial Public Offering
Class Of Stock [Line Items]
Sale of common stock (in shares)	34,500,000	34,500,000
Sale of stock, price per unit	$ 10.00
Percentage of upfront underwriting discount	2.00%
Upfront underwriting discount	$ 6,900,000
Percentage of deferred underwriting discount	3.50%
Deferred underwriting discount	$ 12,075,000
Over-Allotment Option
Class Of Stock [Line Items]
Sale of common stock (in shares)	4,500,000
Warrant
Class Of Stock [Line Items]
Number of shares contribute each unit	0.20
Warrant exercisable term	30 days
Warrant exercisable term from closing of public offer	12 months
Warrant expiration term	5 years
Threshold period to complete business combination from closing of public offering	24 months
Class A Common Stock
Class Of Stock [Line Items]
Sale of stock, price per unit		$ 10.00
Number of shares contribute each unit	1
Common stock, par value	$ 0.0001	$ 0.0001
Number of shares warrant may be converted	1
Warrants exercise price	$ 11.50
Class A Common Stock \| Initial Public Offering
Class Of Stock [Line Items]
Sale of common stock (in shares)		34,500,000

Related Party Transactions - Additional Information (Details)						1 Months Ended	6 Months Ended
	Dec. 15, 2020 shares	Nov. 13, 2020 USD ($) $ / shares shares	Oct. 01, 2020 USD ($) shares	Sep. 11, 2020 shares	Jul. 24, 2020 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 10, 2020 USD ($)
Related Party Transaction [Line Items]
Proceeds from sale of warrants \| $							$ 8,900,000
Initial Public Offering
Related Party Transaction [Line Items]
Sale of common stock	34,500,000						34,500,000
Sale of common stock, value \| $							$ 345,000,000
Class F Common Stock
Related Party Transaction [Line Items]
Sale of common stock							17,250,000
Stock dividends, shares							6,468,750
Class A Common Stock
Related Party Transaction [Line Items]
Number of shares warrant may be converted	1
Class A Common Stock \| Initial Public Offering
Related Party Transaction [Line Items]
Sale of common stock							34,500,000
Sale of common stock, value \| $							$ 3,450
Founder Shares \| Class F Common Stock
Related Party Transaction [Line Items]
Shares issued, price per share \| $ / shares		$ 0.003
Outstanding shares of common stock held by the initial stockholders (as a percent)		20.00%
Founder Shares \| Class A Common Stock
Related Party Transaction [Line Items]
Conversion ratio					1
Founder Shares \| Sponsor \| Class F Common Stock
Related Party Transaction [Line Items]
Sale of common stock					17,250,000
Sale of common stock, value \| $					$ 25,000
Shares issued, price per share \| $ / shares					$ 0.001
Number of shares surrendered during period		6,468,750	8,625,000
Consideration value for number of shares surrendered during period \| $		$ 0	$ 0
Aggregate outstanding shares of common stock held by the initial stockholders		8,625,000
Founder shares transferred to independent directors				25,000
Stock dividends, shares			6,468,750
Private Placement Warrants \| Class A Common Stock
Related Party Transaction [Line Items]
Warrants sold, price per warrant \| $ / shares						$ 11.50	$ 11.50
Number of shares warrant may be converted						1	1
Private Placement Warrants \| Sponsor
Related Party Transaction [Line Items]
Number of warrants sold						4,450,000	4,450,000
Warrants sold, price per warrant \| $ / shares						$ 2.00	$ 2.00
Proceeds from sale of warrants \| $							$ 8,900,000
Sponsor Loan \| Initial Public Offering
Related Party Transaction [Line Items]
Aggregate issuance of unsecured promissory note \| $					$ 300,000
Proceeds from related party promissory note \| $					$ 300,000
Administrative Services Agreement
Related Party Transaction [Line Items]
Agreed to pay to affiliate, monthly for office space, utilities and secretarial support \| $								$ 20,000
Administrative Services Agreement \| Affiliate of the Sponsor
Related Party Transaction [Line Items]
Payments to affiliate \| $						$ 13,548

Deferred Underwriting Compensation - Additional Information (Details)	6 Months Ended
	Dec. 31, 2020 USD ($)
Deferred Underwriting Compensation [Abstract]
Deferred compensation liability classified noncurrent	$ 12,075,000
Percentage of deferred underwriting discount	3.50%
Deferred underwriting discount if business combination not completed	$ 0

Income Taxes - Reconciliation of Statutory Federal Income Tax Expense to Income Tax Expense from Continuing Operations (Details)	6 Months Ended
	Dec. 31, 2020 USD ($)
Income Tax Disclosure [Abstract]
Income tax expense at the federal statutory rate	$ (26,273)
State income taxes - net of federal income tax benefits	(4,892)
Change in valuation allowance	4,892
Total income tax expense/(benefit)	$ (26,273)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Schedule of Current/Deferred Taxes (Details)	6 Months Ended
	Dec. 31, 2020 USD ($)
Deferred income tax expense
Federal	$ (26,273)
Total deferred income tax expense	(26,273)
Total income tax expense/(benefit)	$ (26,273)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Components of Deferred Tax Assets and Liabilities (Details)	Dec. 31, 2020 USD ($)
Deferred tax assets
Accrued Expenses	$ 14,608
Net operating losses	23,600
Total deferred tax assets	38,208
Valuation allowance	(4,892)
Net deferred tax assets	33,316
Prepaids	(5,232)
Accrued Income	(1,811)
Total deferred tax liabilities	(7,043)
Net deferred tax assets (liabilities)	$ 26,273

Investments and Cash Held in Trust - Additional Information (Details)	Dec. 31, 2020 USD ($)
Schedule Of Investments [Line Items]
Investments and cash held in Trust Account	$ 345,008,625
Money Market Funds
Schedule Of Investments [Line Items]
Investments and cash held in Trust Account	15,525
Cash
Schedule Of Investments [Line Items]
Investments and cash held in Trust Account	$ 344,993,100

Fair Value Measurement - Schedule of Assets Measured at Fair Value on Recurring Basis (Details)	Dec. 31, 2020 USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments and cash held in Trust Account	$ 345,008,625
Fair Value, Measurements, Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments and cash held in Trust Account	345,008,625
Total	345,008,625
Fair Value, Measurements, Recurring \| Quoted Prices in Active Markets (Level 1)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments and cash held in Trust Account	345,008,625
Total	$ 345,008,625

Stockholders' Equity - Additional Information (Details)	6 Months Ended
Stockholders' Equity - Additional Information (Details)	Dec. 31, 2020 Vote $ / shares shares	Dec. 15, 2020 $ / shares
Class Of Stock [Line Items]
Common stock, shares authorized	440,000,000
Number of votes for each share \| Vote	1
Number of shares subject to possible redemption	32,896,021
Preferred stock, shares authorized	1,000,000
Preferred stock, par value \| $ / shares	$ 0.0001
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized	400,000,000
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001
Common stock, inclusive of shares subject to redemption, number of shares issued and outstanding	34,500,000
Number of shares subject to possible redemption	32,896,021
Common stock, shares issued	1,603,979
Common stock, shares outstanding	1,603,979
Class F Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized	40,000,000
Common stock, par value \| $ / shares	$ 0.0001
Common stock, shares issued	8,625,000
Common stock, shares outstanding	8,625,000