0001193125-21-206381 | 10-Q | XBRL Viewer

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Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2021	Jul. 01, 2021
Entity Information [Line Items]
Entity Registrant Name	Beauty Health Co
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001818093
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Transition Report	false
Entity File Number	001-39565
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes
Entity Common Stock, Shares Outstanding		125,919,152
Document Quarterly Report	true
Entity Address, Address Line One	2165 Spring Street
Entity Address, City or Town	Long Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90806
City Area Code	800
Local Phone Number	603-4996
Entity Tax Identification Number	85-1908962
Class A common stock
Entity Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	SKIN
Security Exchange Name	NASDAQ
Warrant [Member]
Entity Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50
Trading Symbol	SKINW
Security Exchange Name	NASDAQ

Condensed Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 2,753,154	$ 3,265,075
Prepaid expenses	595,589	638,013
Total Current Assets	3,348,743	3,903,088
Marketable securities held in Trust Account	460,184,400	460,098,212
TOTAL ASSETS	463,533,143	464,001,300
Current Liabilities
Accrued expenses	801,521	753,547
Accrued offering costs	11,950	11,950
Total Current Liabilities	813,471	765,497
Warrant liability	51,493,331	65,646,664
Deferred underwriting payable	16,100,000	16,100,000
Total Liabilities	68,406,802	82,512,161
Commitments
Class A common stock subject to possible redemption, 46,000,000 shares at redemption value as of March 31, 2021 and December 31, 2020	460,037,629	460,001,441
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	3,103,850	3,103,850
Accumulated deficit	(68,016,288)	(81,617,302)
Total Stockholders' Equity	(64,911,288)	(78,512,302)
Total Liabilities and Stockholders' Equity	463,533,143	464,001,300
Class A Common Stock
Stockholders' Equity
Common stock value	0	0
Class B Common Stock
Stockholders' Equity
Common stock value	1,150	1,150
Total Stockholders' Equity	$ 1,150	$ 1,150

Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Preferred stock par value (in Dollars per share)	$ 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
Class A Common Stock
Common stock subject to possible redemption shares at redemption value (in Dollars per share)	$ 46,000,000	$ 46,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class B Common Stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	11,500,000	11,500,000
Common stock, shares outstanding	11,500,000	11,500,000

Condensed Statement of Operations	3 Months Ended
Condensed Statement of Operations	Mar. 31, 2021 USD ($) $ / shares shares
Income Statement [Abstract]
Formation and operating costs	$ 602,319
Loss from operations	(602,319)
Other income:
Interest earned on marketable securities held in Trust Account	85,152
Unrealized gain on marketable securities held in Trust Account	1,036
Change in fair value of warrants	14,153,333
Other income	14,239,521
Income before benefit from income taxes	13,637,202
Benefit from income taxes	0
Net income	$ 13,637,202
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares) \| shares	46,000,000
Basic and diluted net income per share, Common stock subject to possible redemption (in Dollars per share) \| $ / shares	$ 0.00
Weighted average shares outstanding, basic and diluted (in Shares) \| shares	11,500,000
Basic and diluted net loss per common share (in Dollars per share) \| $ / shares	$ 1.18

Condensed Statement of Changes in Stockholders' Equity - 3 months ended Mar. 31, 2021 - USD ($)	Total	Additional Paid-in Capital	Accumulated Deficit	Class B Common Stock
Balance at Dec. 31, 2020	$ (78,512,302)	$ 3,103,850	$ (81,617,302)	$ 1,150
Balance, (in Shares) at Dec. 31, 2020				11,500,000
Change in value of Class A common stock subject to possible redemption	(36,188)		(36,188)
Net income	13,637,202		13,637,202
Balance at Mar. 31, 2021	$ (64,911,288)	$ 3,103,850	$ (68,016,288)	$ 1,150
Balance, (in Shares) at Mar. 31, 2021				11,500,000

- Definition

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

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+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

Condensed Statement of Cash Flows	3 Months Ended
Condensed Statement of Cash Flows	Mar. 31, 2021 USD ($)
Statement of Cash Flows [Abstract]
Net income	$ 13,637,202
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liability	(14,153,333)
Interest earned on marketable securities held in Trust Account	(85,152)
Unrealized gain on marketable securities held in Trust Account	(1,036)
Changes in operating assets and liabilities:
Prepaid expenses	42,424
Accrued expenses	47,974
Net cash used in operating activities	(511,921)
Net Change in Cash	(511,921)
Cash – Beginning of period	3,265,075
Cash – End of period	2,753,154
Non-Cash investing and financing activities:
Change in value of Class A common stock subject to possible redemption	$ 36,188

Description of Organization and Business Operations

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

The Beauty Health Company (formerly known as Vesper Healthcare Acquisition Corp.) (the “Company”) was incorporated in Delaware on July 8, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Merger and PIPE Investment

100

% of the outstanding common stock of HydraFacial and each share of common stock and preferred stock of HydraFacial has been cancelled and converted into the right to receive a portion of the consideration payable in connection with the Mergers. As a result of the Second Merger, the registrant owns

100

% of the outstanding interests in Merger Sub II. In connection with the closing of the Business Combination (the “Closing”), the registrant owns, directly or indirectly,

100

% of the stock of HydraFacial and its subsidiaries and the stockholders of HydraFacial as of immediately prior to the effective time of the First Merger (the “HydraFacial Stockholders”) hold a portion of the Class A Common Stock, par value $

0.0001

per share, of the registrant (the “Class A Stock”).

975,000,000

less HydraFacial’s net indebtedness as of the Closing Date, and subject to further adjustments for transaction expenses, and net working capital relative to a target. The merger consideration included both cash consideration and consideration in the form of newly issued Class A Stock. The aggregate cash consideration paid to the HydraFacial Stockholders at the Closing was approximately $

368

million, consisting of the Company’s cash and cash equivalents as of the Closing (including proceeds of $

350

million from the Company’s private placement of an aggregate of

35,000,000

shares of Class A Stock (the “Private Placement”) with a limited number of accredited investors (as defined by Rule 501 of Regulation D) without any form of general solicitation or general advertising pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and approximately $

433

million of cash available to the Company from the trust account that held the proceeds from the Company’s initial public offering (the “Trust Account”) after giving effect to income and franchise taxes payable in respect of interest income earned in the Trust Account and redemptions that were elected by the Company’s public stockholders, minus approximately $

224

million used to repay HydraFacial’s outstanding indebtedness at the Closing, minus approximately $

million of transaction expenses of HydraFacial and the Company, minus $

100

million. The remainder of the consideration paid to the HydraFacial Stockholders consisted of

35,501,743

newly issued shares of Class A Stock (the “Stock Consideration”).

The foregoing consideration paid to the HydraFacial Stockholders may be further increased by up to $

75.0

million payable as

earn-out

shares of Class A Stock upon the completion of certain acquisitions within one year of Closing pursuant to the terms of the Merger Agreement.

All outstanding shares of Class B Stock were automatically converted into shares of Class A Stock on a

one-for-one

basis at the Closing and will continue to be subject to the transfer restrictions applicable to such shares of Class B Stock.

35,000,000

shares (the “PIPE Shares”) of The Beauty Health Company Class A Common Stock at a purchase price per share of $

10.00

and an aggregate purchase price of $

350,000,000

(the “PIPE Investment”). The PIPE Investment was consummated substantially concurrently with the Closing.

In connection with the Closing, holders of

2,672,690

shares of Class A Stock exercised their rights to redeem those shares for cash at an approximate price of $

10.00

per share, for an aggregate of approximately $

26,737,737

, which was paid to such holders at Closing.

Immediately after giving effect to the Merger and the PIPE Investment, there were

125,329,053

shares of The Beauty Health Company Class A Common Stock.

In connection with the Closing, the registrant changed its name from “Vesper Healthcare Acquisition Corp.” to “The Beauty Health Company”.

Business Prior to the Business Combination

Prior to the Business Combination, the Company had two subsidiaries, Hydrate Merger Sub I, Inc., a wholly owned subsidiary of the Company incorporated in Delaware on December 7, 2020 (“Merger Sub I”) and Hydrate Merger Sub II, LLC, a wholly owned subsidiary of the Company incorporated in Delaware on December 7, 2020 (“Merger Sub II”).

As of March 31, 2021, the Company had not commenced any operations. All activity for the period from July 8, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate

non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on September 29, 2020. On October 2, 2020, the Company consummated the Initial Public Offering of

46,000,000

units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional

6,000,000

Units, at $

10.00

per Unit, generating gross proceeds of $

460,000,000

, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of

9,333,333

warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to BLS Investor Group LLC (the “Sponsor”), generating gross proceeds of $

14,000,000

, which is described in Note 4.

Transaction costs amounted to $

25,777,859

consisting of $

9,200,000

of underwriting fees, $

16,100,000

of deferred underwriting fees and $

477,859

of other offering costs.

Liquidity

As of March 31, 2021, the Company had $2,753,154 in its operating bank accounts, $460,184,400 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and current liabilities of $813,471.

Until the consummation of a Business Combination, the Company used the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

As noted above (Merger and PIPE Investment), on May 4, 2021, the Company consummated the Merger and the PIPE investment.

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

pandemic 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 consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to

Form 10-Q

and Article 10 of Regulation

S-X

of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form

10-K/A

as filed with the SEC on May 27, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for period ended December 31, 2021 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, 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 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. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires 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.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020.

Marketable Securities Held in Trust Account

At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. The Company accounts for its securities held in the trust account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Debt and Equity Securities.” These securities are classified as trading securities with unrealized gains/losses recognized through income.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets.

Warrant Liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

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 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. The fair value of the warrants issued in the IPO has been estimated using a Monte Carlo simulation methodology as of the date of the IPO and such warrants’ quoted market price as of December 31, 2020 and March 31, 2021. The private placement warrants were valued using a Monte Carlo simulation methodology.

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.

Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“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. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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.

Net Income Per Common Share

Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 24,666,666 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the

two-class

method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance.

Net loss per share, basic and diluted, for

non-redeemable

common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of

non-redeemable

common stock outstanding for the period.

Non-redeemable

common stock includes Founder Shares and

non-redeemable

Class A shares as these shares do not have any redemption features.

Non-redeemable

common stock participates in the income or loss on marketable securities based on Class A

non-redeemable

share’s proportionate interest.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	For the Three Months ended March 31, 2021
Common stock subject to possible redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	72,209
Unrealized gain on marketable securities held in Trust Account		878
Less: Company’s portion available to pay taxes		(42,400	)

Net Income allocable to shares subject to redemption	$	30,687

Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		37,648,795

Basic and diluted net income per share	$	0.00

Non-Redeemable Common Stock
Numerator: Net income minus Net Earnings
Net income	$	13,637,202
Less: Net income allocable to Class A common stock subject to possible redemption		(30,687	)

Non-Redeemable Net Income	$	13,606,515

Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding		19,851,205

Basic and diluted net income per share	$	0.69

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then

re-valued

at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or

non-current

based on whether or not

net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Initial Public Offering

3 Months Ended

Mar. 31, 2021

Initial Public Offering Disclosures [Abstract]

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 46,000,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 6,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and

one-third

of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (see Note 7).

Private Placement

3 Months Ended

Mar. 31, 2021

Private Placement [Abstract]

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,333,333 Private Placement Warrants at a price of $1.50 per private Placement Warrant, for an aggregate purchase price of $14,000,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account.

Related Party Transactions

3 Months Ended

Mar. 31, 2021

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On August 5, 2020, the Company issued an aggregate of 11,500,000 shares of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. The Founder Shares included an aggregate of up to 1,500,000 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an

as-converted

basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). As a result of the underwriter’s election to fully exercise its over-allotment option, 1,500,000 Founder Shares are no longer subject to forfeiture.

The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or (B) the date subsequent to the Company’s initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the shares of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150 days after a Business Combination, the converted Class A common stock will be released from the

lock-up.

Due from Sponsor

At the closing of the Initial Public Offering on October 2, 2020, a portion of the proceeds from the sale of the Private Placement Warrants in the amount of $4,800,000 was due to the Company to be held outside of the Trust Account for working capital purposes. Such amount was paid by the Sponsor to the Company on October 6, 2020.

Advances from Related Party

The Sponsor paid for certain offering costs on behalf of the Company in connection with the Initial Public Offering. The outstanding balance of $229,886 under these advances was repaid subsequent to the closing of the Initial Public Offering, on October 6, 2020.

Promissory Note — Related Party

On July 23, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was

non-interest

bearing and payable on the earlier of (i) January 31, 2021 or (i) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $261,386 was repaid subsequent to the closing of the Initial Public Offering on October 6, 2020.

Administrative Support Agreement

The Company entered into an agreement, commencing on September 30, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Company’s Chief Executive Officer, a total of up to $10,000 per month for office space and administrative support services. For the three months ended March 31, 2021, the Company incurred and paid $30,000 in fees for these services.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants.

Commitments

3 Months Ended

Mar. 31, 2021

Disclosure Text Block Supplement [Abstract]

COMMITMENTS

NOTE 6. COMMITMENTS

Registration and Stockholder Rights Agreement

Pursuant to a registration and stockholder rights agreement entered into on September 29, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) are entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $16,100,000 in the aggregate. Subject to the terms of the underwriting agreement, (i) the deferred fee will be placed in the Trust Account and released to the underwriters only upon the completion of a Business Combination and (ii) the deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination. The deferred fee was paid upon completion of the Business Combination described in Note 1.

Merger Agreement

On May 4, 2021 (the “Closing Date”), the registrant consummated the previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated December 8, 2020, by and among Vesper Healthcare Acquisition Corp. (“Vesper Healthcare”), Hydrate Merger Sub I, Inc. (“Merger Sub I”), Hydrate Merger Sub II, LLC (“Merger Sub II”), LCP Edge Intermediate, Inc., the indirect parent of Edge Systems LLC d/b/a The HydraFacial Company (“HydraFacial”), and LCP Edge Holdco, LLC (“LCP,” and, in its capacity as the stockholders’ representative, the “Stockholders’ Representative”) (the “Merger Agreement”), which provided for: (a) the merger of Merger Sub I with and into HydraFacial, with HydraFacial 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 HydraFacial with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). As a result of the First Merger, the registrant owns 100% of the outstanding common stock of HydraFacial and each share of common stock and preferred stock of HydraFacial has been cancelled and converted into the right to receive a portion of the consideration payable in connection with the Mergers. As a result of the Second Merger, the registrant owns 100% of the outstanding interests in Merger Sub II. In connection with the closing of the Business Combination (the “Closing”), the registrant owns, directly or indirectly, 100% of the stock of HydraFacial and its subsidiaries and the stockholders of HydraFacial as of immediately prior to the effective time of the First Merger (the “HydraFacial Stockholders”) hold a portion of the Class A Common Stock, par value $0.0001 per share, of the registrant (the “Class A Stock”).

Pursuant to the terms of the Merger Agreement and customary adjustments set forth therein, the aggregate merger consideration paid to the HydraFacial Stockholders in connection with the Business Combination was approximately $975,000,000 less HydraFacial’s net indebtedness as of the Closing Date, and subject to further adjustments for transaction expenses, and net working capital relative to a target. The merger consideration included both cash consideration and consideration in the form of newly issued Class A Stock. The aggregate cash consideration paid to the HydraFacial Stockholders at the Closing was approximately $368 million, consisting of the Company’s cash and cash equivalents as of the Closing (including proceeds of $350 million from the Company’s private placement of an aggregate of 35,000,000 shares of Class A Stock (the “Private Placement”) with a limited number of accredited investors (as defined by Rule 501 of Regulation D) without any form of general solicitation or general advertising pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and approximately $433 million of cash available to the Company from the trust account that held the proceeds from the Company’s initial public offering (the “Trust Account”) after giving effect to income and franchise taxes payable in respect of interest income earned in the Trust Account and redemptions that were elected by the Company’s public stockholders, minus approximately $224 million used to repay HydraFacial’s outstanding indebtedness at the Closing, minus approximately $94 million of transaction expenses of HydraFacial and the Company, minus $100 million. The remainder of the consideration paid to the HydraFacial Stockholders consisted of 35,501,743 newly issued shares of Class A Stock (the “Stock Consideration”).

The foregoing consideration paid to the HydraFacial Stockholders may be further increased by up to $75.0 million payable as

earn-out

shares of Class A Stock upon the completion of certain acquisitions within one year of Closing pursuant to the terms of the Merger Agreement.

All outstanding shares of Class B Stock were automatically converted into shares of Class A Stock on a

one-for-one

basis at the Closing and will continue to be subject to the transfer restrictions applicable to such shares of Class B Stock.

In connection with the Merger Agreement, certain accredited investors (the “PIPE Investors”) entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors agreed to purchase 35,000,000 shares (the “PIPE Shares”) of The Beauty Health Company Class A Common Stock at a purchase price per share of $10.00 and an aggregate purchase price of $350,000,000 (the “PIPE Investment”). The PIPE Investment was consummated substantially concurrently with the Closing.

In connection with the Closing, holders of 2,672,690 shares of Class A Stock exercised their rights to redeem those shares for cash at an approximate price of $10.00 per share, for an aggregate of approximately $26,737,737, which was paid to such holders at Closing.

Immediately after giving effect to the Merger and the PIPE Investment, there were 125,329,053 shares of The Beauty Health Company Class A Common Stock.

In connection with the Closing, the registrant changed its name from “Vesper Healthcare Acquisition Corp.” to “The Beauty Health Company”.

Stockholder's Equity

3 Months Ended

Mar. 31, 2021

Stockholder's Equity Note [Abstract]

STOCKHOLDER'S EQUITY

NOTE 7. STOCKHOLDER’S EQUITY

Preferred Stock

—The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

Class

A Common Stock

—The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were

shares of Class A common stock issued or outstanding, excluding 46,000,000 shares of Class A common stock subject to possible redemption

Class

B Common Stock

—The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 11,500,000 shares of Class B common stock issued and outstanding.

Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock upon the consummation of a Business Combination at a ratio such that 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 sum of (i) the total number of shares of common stock issued and outstanding upon completion of the Initial Public Offering, plus (ii) the sum of (a) all shares of common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or deemed issued by the Company in connection with or in relation to the completion of a Business Combination, excluding (1) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any (2) Private Placement Warrants issued to the Sponsor or any of its affiliates upon conversion of Working Capital Loans minus (b) the number of Public Shares redeemed by Public Stockholders in connection with a Business Combination. In no event will the shares of our Class B common stock convert into shares of our Class A common stock at a rate of less than one to one.

Warrant Liability

3 Months Ended

Mar. 31, 2021

Warrants and Rights Note Disclosure [Abstract]

WARRANT LIABILITY

NOTE 8. WARRANT LIABILITY

Warrants

—Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, it will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per share of Class

A common stock equals or exceeds $18.00.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants (except with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the reported last reported sale price of the Class A common stock for any 20 trading days within a

30-trading

day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, in this case, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of our Class A common stock is available throughout the

30-day

redemption period.

Redemption of warrants when the price per share of Class

A common stock equals or exceeds $10.00

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock;

•

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and

•

if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be

non-redeemable

so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC Topic 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.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		March 31, 2021		December 31, 2020
Assets:
Marketable securities held in Trust Account		1		460,184,400		460,098,212
Liabilities:
Warrant Liability – Public Warrants		1		31,893,332		40,633,332
Warrant Liability – Private Placement Warrants		3		19,599,999		25,013,332

The Warrants were accounted for as liabilities in accordance with ASC

815-40

and are presented within warrant liabilities on our consolidated balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations.

The Company established the initial fair value for the Warrants on October 2, 2020, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model for the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common shares and

one-third

of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common shares subject to possible redemption, Class A common shares and Class B common shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

Subsequently, the Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market.

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants at March 31, 2021 were as follows:


Input	March 31, 2021
Risk-free interest rate		0.92	%
Expected term (years)		5.08
Expected volatility		14.9	%
Exercise price	$	11.50
Fair value of Units	$	10.03

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


	Private Placement			Level		Public			Level		Warrant Liabilities
Fair value as of December 31, 2020	$	25,013,332				$	40,633,332				$	65,646,664
Change in valuation inputs or other assumptions		(5,413,333	)		3		(8,740,000	)		1		(14,153,333	)

Fair value as of March 31, 2021	$	19,599,999				$	31,893,332				$	51,493,331

Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

- 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

Prior Period's Financial Statement Revision

3 Months Ended

Mar. 31, 2021

Restatement of Previously Issued Financial Statements [Abstract]

Prior Period's Financial Statement Revision

NOTE 10. PRIOR PERIODS’ FINANCIAL STATEMENT REVISION

The Company noted an error in its application of guidance associated with “ASC 480: Distinguishing Liabilities from Equity.” Which needed to be modified to approximately present he impact on the accounting treatment of the temporary equity as a result of the private investment in public equity transaction that is subject of the subscription Agreements entered into by the Company with certain investors on December 8, 2021 (the “ PIPE Investment”) in connection with the Compan y’s business combination with LCP Edge Intermediate, Inc., a Delaware corporation and indirect parent of Edge Systems LLC d/b/a The HydraFacial Company, and LCP Edge Holdco, LLC, as previously disclosed in the Company’ s Form 10-K/A filed on May 27, 2021. This modification to the accounting treatment of equity required the Compan y’ s common stock to be reclassified from permanent equity to temporary equity in the form of common stock subject to possible redemption. The Audit Committee, in consultation with the Compan y’s management, concluded that all Class A ordinary shares that were sold to the public in our IPO are to be classified as temporary equity, thereby correcting an error of classification within the Condensed Balance Sheet. In the financial statements filed in the Compan y’s Form 10- K/A, the Company incorrectly classified 8,351,205 Class A ordinary shares as permanent equity as of 12/31/20, whereas no Class A ordinary shares should have been so classified. The 8,351,205 Class A ordinary shares that were originally incorrectly classified as permanent equity have been reclassified as temporary equity in this Form 10-Q, thereby yielding a total of 46,000,000 Class A ordinary shares (the shares sold to the public in our IPO, which are subject to redemption) as temporary equity.

The following tables present the effect of the correction of the misstatement that impacted the year ended December 31, 2020, as described in Note 1, and the related adjustments to reflect the revision on the Condensed Balance Sheet.


	As Previously Reported			Adjustments			As Revised
Balance sheet as of December 31, 2020 (audited)
Commitments
Number of Class A common shares at redemption value		37,648,795			8,351,205			46,000,000
Class A common stock subject to possible redemption	$	376,489,130		$	83,512,311		$	460,001,441
Stockholders’ Equity
Number of Class A common shares issued and outstanding		8,351,205			(8,351,205	)		—
Class A common shares	$	835		$	(835	)	$	—
Additional paid-in capital		43,911,821			(40,807,971	)		3,103,850
Accumulated deficit		(38,913,797	)		(42,703,505	)		(81,617,302	)
Total stockholders’ equity		5,000,009			(83,512,311	)		(78,512,302	)

Statement of operations for the period from July 8, 2020 (inception) through December 31, 2020 (as Restated)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		41,438,497			1,165,717			42,604,214
Weighted average shares outstanding, basic and diluted		13,388,418			(651,643	)		12,736,775
Basic and diluted net loss per common share	$	(2.91	)	$	(0.15	)	$	(3.06	)

Statement of changes in stockholders’ equity for the period from July 8, 2020 (inception) through December 31, 2020
Class A common stock
Shares of Class A common stock subject to possible redemption		(37,648,795	)		(8,351,205	)		(46,000,000	)
Class A common stock subject to possible redemption	$	(3,765	)	$	(835	)	$	(4,600	)
Additional paid-in capital
Class A common stock subject to possible redemption		(376,485,365	)		(40,807,971	)		(417,293,336	)
Accumulated deficit
Net loss		(38,913,797	)		(42,703,505	)		(81,617,302	)
Total stockholders’ equity
Class A common stock subject to possible redemption		(376,489,130	)		(40,808,806	)		(417,297,936	)
Net loss		(38,913,797	)		(42,703,505	)		(81,617,302	)

Subsequent Events

3 Months Ended

Mar. 31, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 1

. SUBSEQUENT EVENTS

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

On April 19, 2021,

Elstein v. Saunders et al.

, No.

21-3028CA01

(Fla. 11th Cir. Ct.) was voluntarily dismissed. On April 26, 2021,

Purvance v. Vesper Healthcare Acquisition Corp., et al.

, Index No. 650365/2021 (N.Y. Sup. Ct.) was voluntarily discontinued. On May 12, 2021,

Watkins v. Vesper Healthcare Acquisition Corp., et al.

, No. 1:21-cv-00713 (S.D.N.Y.) was voluntarily dismissed. On May 17, 2021,

Ciccotelli v. Vesper Healthcare Acquisition Corp., et al

., Index No. 650346/2021 (N.Y. Sup. Ct.) was voluntarily discontinued.

On May 4, 2021, the Company completed the Business Combination and PIPE Investment as described in Note 1.

On June 8, 2021 and July 1, 2021, the Company completed acquisitions of four international third-party distributors for HydraFacial. The total purchase price for the four d

istributors is approximatel

y $28 million in cash and 590,099 shares of the Company’s Class A Common Stock. As a result of the closing of the acquisitions, the Company will also be required to issue up to 7.5 million shares of Class A Common Stock to the former owners of HydraFacial pursuant to the earnout provision in the Merger Agreement related to the Company’s Business Combination, which closed on May 4, 2021.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Form 10-Q

and Article 10 of Regulation

S-X

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form

10-K/A

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Class A Common Stock Subject to Possible Redemption

Warrant Liability

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

non-cash

Income Taxes

Net Income Per Common Share

The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the

two-class

Net loss per share, basic and diluted, for

non-redeemable

common stock outstanding for the period.

Non-redeemable

common stock includes Founder Shares and

non-redeemable

Class A shares as these shares do not have any redemption features.

Non-redeemable

common stock participates in the income or loss on marketable securities based on Class A

non-redeemable

share’s proportionate interest.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	For the Three Months ended March 31, 2021
Common stock subject to possible redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	72,209
Unrealized gain on marketable securities held in Trust Account		878
Less: Company’s portion available to pay taxes		(42,400	)

Net Income allocable to shares subject to redemption	$	30,687

Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		37,648,795

Basic and diluted net income per share	$	0.00

Non-Redeemable Common Stock
Numerator: Net income minus Net Earnings
Net income	$	13,637,202
Less: Net income allocable to Class A common stock subject to possible redemption		(30,687	)

Non-Redeemable Net Income	$	13,606,515

Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding		19,851,205

Basic and diluted net income per share	$	0.69

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Derivative Financial Instruments

re-valued

non-current

based on whether or not

net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Schedule of basic and diluted loss per common share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	For the Three Months ended March 31, 2021
Common stock subject to possible redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	72,209
Unrealized gain on marketable securities held in Trust Account		878
Less: Company’s portion available to pay taxes		(42,400	)

Net Income allocable to shares subject to redemption	$	30,687

Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		46,000,000

Basic and diluted net income per share	$	0.00

Non-Redeemable Common Stock
Numerator: Net income minus Net Earnings
Net income	$	13,637,202
Less: Net income allocable to Class A common stock subject to possible redemption		(30,687	)

Non-Redeemable Net Income	$	13,606,515

Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding		11,500,000

Basic and diluted net income per share	$	1.18

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of fair value on a recurring basis


Description	Level		March 31, 2021		December 31, 2020
Assets:
Marketable securities held in Trust Account		1		460,184,400		460,098,212
Liabilities:
Warrant Liability – Public Warrants		1		31,893,332		40,633,332
Warrant Liability – Private Placement Warrants		3		19,599,999		25,013,332

Summary of quantitative information regarding fair value measurements of warrants

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants at March 31, 2021 were as follows:


Input	March 31, 2021
Risk-free interest rate		0.92	%
Expected term (years)		5.08
Expected volatility		14.9	%
Exercise price	$	11.50
Fair value of Units	$	10.03

Summary of reconciliation of warrant liabilities measured at fair value

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


	Private Placement			Level		Public			Level		Warrant Liabilities
Fair value as of December 31, 2020	$	25,013,332				$	40,633,332				$	65,646,664
Change in valuation inputs or other assumptions		(5,413,333	)		3		(8,740,000	)		1		(14,153,333	)

Fair value as of March 31, 2021	$	19,599,999				$	31,893,332				$	51,493,331

Prior Period's Financial Statement Revision (Tables)

3 Months Ended

Mar. 31, 2021

Restatement of Previously Issued Financial Statements [Abstract]

Summary of effect of the restatement on each financial statement


	As Previously Reported			Adjustments			As Revised
Balance sheet as of December 31, 2020 (audited)
Commitments
Number of Class A common shares at redemption value		37,648,795			8,351,205			46,000,000
Class A common stock subject to possible redemption	$	376,489,130		$	83,512,311		$	460,001,441
Stockholders’ Equity
Number of Class A common shares issued and outstanding		8,351,205			(8,351,205	)		—
Class A common shares	$	835		$	(835	)	$	—
Additional paid-in capital		43,911,821			(40,807,971	)		3,103,850
Accumulated deficit		(38,913,797	)		(42,703,505	)		(81,617,302	)
Total stockholders’ equity		5,000,009			(83,512,311	)		(78,512,302	)

Statement of operations for the period from July 8, 2020 (inception) through December 31, 2020 (as Restated)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		41,438,497			1,165,717			42,604,214
Weighted average shares outstanding, basic and diluted		13,388,418			(651,643	)		12,736,775
Basic and diluted net loss per common share	$	(2.91	)	$	(0.15	)	$	(3.06	)

Statement of changes in stockholders’ equity for the period from July 8, 2020 (inception) through December 31, 2020
Class A common stock
Shares of Class A common stock subject to possible redemption		(37,648,795	)		(8,351,205	)		(46,000,000	)
Class A common stock subject to possible redemption	$	(3,765	)	$	(835	)	$	(4,600	)
Additional paid-in capital
Class A common stock subject to possible redemption		(376,485,365	)		(40,807,971	)		(417,293,336	)
Accumulated deficit
Net loss		(38,913,797	)		(42,703,505	)		(81,617,302	)
Total stockholders’ equity
Class A common stock subject to possible redemption		(376,489,130	)		(40,808,806	)		(417,297,936	)
Net loss		(38,913,797	)		(42,703,505	)		(81,617,302	)

Description of Organization and Business Operations (Details) - USD ($)				1 Months Ended	3 Months Ended	6 Months Ended
	May 04, 2021	Oct. 02, 2020	Oct. 02, 2020	Oct. 02, 2020	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020
Description of Organization and Business Operations (Details) [Line Items]
Transaction costs						$ 25,777,859
Underwriting fees						9,200,000
Deferred underwriting fee						16,100,000
Other offerng costs						477,859
Cash					$ 2,753,154	3,265,075	$ 3,265,075
Marketable securities held in Trust Account					460,184,400	460,098,212	460,098,212
Current Liabilities					813,471	$ 765,497	$ 765,497
Subsequent Event [Member] \| PIPE Subscription Agreement [Member] \| PIPE Investor [Member] \| PIPE Investment [Member]
Description of Organization and Business Operations (Details) [Line Items]
Proceeds from issuance of stock	$ 350,000,000
Hydra Facial [Member] \| Subsequent Event [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business acquisition, description	(a) the merger of Merger Sub I with and into HydraFacial, with HydraFacial 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 HydraFacial with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”).
Agreement, description	Pursuant to the terms of the Merger Agreement and customary adjustments set forth therein, the aggregate merger consideration paid to the HydraFacial Stockholders in connection with the Business Combination was approximately $975,000,000 less HydraFacial’s net indebtedness as of the Closing Date, and subject to further adjustments for transaction expenses, and net working capital relative to a target. The merger consideration included both cash consideration and consideration in the form of newly issued Class A Stock.
Aggregate merger consideration	$ 975,000,000
Aggregate cash consideration	368,000,000
Proceeds from issuance of private placement	350,000,000
Cash available in trust account	433,000,000
Amount used to repay of indebtedness	224,000,000
Transaction expenses of Hydrafacial	94,000,000
Other cash consideration	$ 100,000,000
Hydra Facial [Member] \| Subsequent Event [Member] \| First Merger [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business acquisition percentage	100.00%
Hydra Facial [Member] \| Subsequent Event [Member] \| Second Merger [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business acquisition percentage	100.00%
HydraFacial And Subsidiaries [Member] \| Subsequent Event [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business acquisition percentage	100.00%
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Consummated sale of units (in Shares)		46,000,000
Price per share		$ 10.00	$ 10.00	$ 10.00
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Consummated sale of units (in Shares)				6,000,000
Stock price per unit (in Dollars per share)		10.00	10.00	$ 10.00
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds				$ 460,000,000
Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Consummated sale of units (in Shares)				9,333,333
Stock price per unit (in Dollars per share)		$ 1.50	$ 1.50	$ 1.50
Gross proceeds					$ 14,000,000
Proceeds from issuance of private placement			$ 4,800,000
Private Placement Warrants [Member] \| Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Stock price per unit (in Dollars per share)					$ 1.50
Proceeds from issuance of private placement		$ 14,000,000
Class A Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock par value (in Dollars per share)					$ 0.0001	$ 0.0001	$ 0.0001
Price per share		$ 11.50	$ 11.50	$ 11.50
Exercise of right to redeem shares for cash							46,000,000
Common stock, shares outstanding					0	0	0
Class A Common Stock [Member] \| After Merger and PIPE Investment [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock, shares outstanding					125,329,053
Class A Common Stock [Member] \| Subsequent Event [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock conversion basis	one-for-one
Exercise of right to redeem shares for cash	2,672,690
Redemption price per share	$ 10.00
Payments for repurchase of stock	$ 26,737,737
Class A Common Stock [Member] \| Hydra Facial [Member] \| Subsequent Event [Member]
Description of Organization and Business Operations (Details) [Line Items]
Stock consideration	35,501,743
Class A Common Stock [Member] \| HydraFacial And Subsidiaries [Member] \| Subsequent Event [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock par value (in Dollars per share)	$ 0.0001
Class A Common Stock [Member] \| Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Consummated sale of units (in Shares)				46,000,000
Class A Common Stock [Member] \| Private Placement [Member] \| Hydra Facial [Member] \| Subsequent Event [Member]
Description of Organization and Business Operations (Details) [Line Items]
Stock issued during period shares new shares	35,000,000
Earn Out Shares of Class A Common Stock [Member] \| Hydra Facial [Member] \| Subsequent Event [Member]
Description of Organization and Business Operations (Details) [Line Items]
Increase in foregoing consideration payment	$ 75,000,000
PIPE Shares [Member] \| Subsequent Event [Member] \| PIPE Subscription Agreement [Member] \| PIPE Investor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Stock issued during period shares new shares	35,000,000
Price per share	$ 10.00

Summary of Significant Accounting Policies (Details)	3 Months Ended
Summary of Significant Accounting Policies (Details)	Mar. 31, 2021 USD ($) shares
Subsidiary, Sale of Stock [Line Items]
Effect of warrants sold in initial public offering and private placement to purchase shares of common stock \| shares	24,666,666
Federal depository insurance coverage \| $	$ 250,000

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$ 72,209
Unrealized gain on marketable securities held in Trust Account	878
Less: Company's portion available to pay taxes	(42,400)
Net Income allocable to shares subject to redemption	$ 30,687
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding (in Shares)	46,000,000	42,604,214
Basic and diluted net income per share (in Dollars per share)	$ 0.00
Numerator: Net income minus Net Earnings
Net income	$ 13,637,202	$ (81,617,302)
Less: Net income allocable to Class A common stock subject to possible redemption	(30,687)
Non-Redeemable Net Income	$ 13,606,515
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding (in Shares)	11,500,000	12,736,775
Basic and diluted net income per share (in Dollars per share)	$ 1.18	$ (3.06)

Initial Public Offering (Details)		1 Months Ended
Initial Public Offering (Details)	Oct. 02, 2020 $ / shares shares	Oct. 02, 2020 $ / shares shares
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock units	46,000,000
Additional purchase units	6,000,000
Sale price per unit \| $ / shares	$ 10.00	$ 10.00
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Additional purchase units	1
Sale price per unit \| $ / shares	$ 11.50	11.50
Public warrants common stock exercise price per share \| $ / shares	$ 11.50	$ 11.50
Class A Common Stock [Member] \| Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock units		46,000,000

Private Placement (Details) - USD ($)	Oct. 02, 2020	Oct. 02, 2020	Mar. 31, 2021
Private Placement Warrants [Member]
Private Placement (Details) [Line Items]
Aggregate purchase (in Shares)	9,333,333
Warrant price	$ 1.50	$ 1.50
Aggregate purchase price amount (in Dollars)		$ 4,800,000
Private Placement Warrants [Member] \| Private Placement [Member]
Private Placement (Details) [Line Items]
Warrant price			$ 1.50
Aggregate purchase price amount (in Dollars)	$ 14,000,000
Class A common stock [Member]
Private Placement (Details) [Line Items]
Price per share	$ 11.50	$ 11.50

Related Party Transactions (Details) - USD ($)			1 Months Ended		3 Months Ended
Related Party Transactions (Details) - USD ($)	Oct. 02, 2020	Aug. 05, 2020	Oct. 06, 2020	Sep. 30, 2020	Mar. 31, 2021	Jul. 23, 2020
Related Party Transactions (Details) [Line Items]
Founder shares (in Shares)		1,500,000
Ownership percentage		20.00%
Founder shares, description					The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or (B) the date subsequent to the Company’s initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the shares of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, the converted Class A common stock will be released from the lock-up.
Outstanding advance amount			$ 229,886
Repayment of promissory note			$ 261,386
Sponsor services fee					$ 30,000
Working capital loans					$ 1,500,000
Convertiable warrant price per share (in Dollars per share)					$ 1.50
Administrative Support Agreement [Member]
Related Party Transactions (Details) [Line Items]
Sponsor services fee				$ 10,000
Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Proceeds from sale of private placement warrants	$ 4,800,000
Initial Public Offering [Member]
Related Party Transactions (Details) [Line Items]
Aggregate principal amount						$ 300,000
Class B common stock [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Aggregate of shares purchased (in Shares)		11,500,000
Aggregate purchase price		$ 25,000
Founder shares (in Shares)		1,500,000

Commitments (Details) - USD ($)		3 Months Ended	6 Months Ended
Commitments (Details) - USD ($)	May 04, 2021	Mar. 31, 2021	Dec. 31, 2020	Oct. 02, 2020
Deferred fee per unit price (in Dollars per share)		$ 0.35
Deferred fee amount		$ 16,100,000
Subsequent Event [Member] \| PIPE Subscription Agreement [Member] \| PIPE Investor [Member] \| PIPE Investment [Member]
Proceeds from issuance of stock	$ 350,000,000
Subsequent Event [Member] \| PIPE Subscription Agreement [Member] \| PIPE Investor [Member] \| PIPE Investment [Member] \| Merger Agreement [Member]
Proceeds from issuance of stock	$ 350,000,000
Hydra Facial [Member] \| Subsequent Event [Member]
Agreement, description	Pursuant to the terms of the Merger Agreement and customary adjustments set forth therein, the aggregate merger consideration paid to the HydraFacial Stockholders in connection with the Business Combination was approximately $975,000,000 less HydraFacial’s net indebtedness as of the Closing Date, and subject to further adjustments for transaction expenses, and net working capital relative to a target. The merger consideration included both cash consideration and consideration in the form of newly issued Class A Stock.
Business acquisition, description	(a) the merger of Merger Sub I with and into HydraFacial, with HydraFacial 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 HydraFacial with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”).
Aggregate merger consideration	$ 975,000,000
Aggregate cash consideration	368,000,000
Proceeds from issuance of private placement	350,000,000
Cash available in trust account	433,000,000
Amount used to repay of indebtedness	224,000,000
Transaction expenses of Hydrafacial	94,000,000
Other expenses amount	$ 100,000,000
Hydra Facial [Member] \| Subsequent Event [Member] \| Merger Agreement [Member]
Agreement, description	Pursuant to the terms of the Merger Agreement and customary adjustments set forth therein, the aggregate merger consideration paid to the HydraFacial Stockholders in connection with the Business Combination was approximately $975,000,000 less HydraFacial’s net indebtedness as of the Closing Date, and subject to further adjustments for transaction expenses, and net working capital relative to a target. The merger consideration included both cash consideration and consideration in the form of newly issued Class A Stock.
Business acquisition, description	(a) the merger of Merger Sub I with and into HydraFacial, with HydraFacial 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 HydraFacial with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”).
Business acquisition percentage	100.00%
Aggregate merger consideration	$ 975,000,000
Aggregate cash consideration	368,000,000
Proceeds from issuance of private placement	350,000,000
Cash available in trust account	433,000,000
Amount used to repay of indebtedness	224,000,000
Transaction expenses of Hydrafacial	94,000,000
Other expenses amount	$ 100,000,000
HydraFacial And Subsidiaries [Member] \| Subsequent Event [Member]
Business acquisition percentage	100.00%
HydraFacial And Subsidiaries [Member] \| Subsequent Event [Member] \| Merger Agreement [Member]
Business acquisition percentage	100.00%
Class A Common Stock
Common stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Share price				$ 11.50
Exercise of right to redeem shares for cash			46,000,000
Common stock, shares outstanding		0	0
Class A Common Stock \| After Merger and PIPE Investment [Member]
Common stock, shares outstanding		125,329,053
Class A Common Stock \| After Merger and PIPE Investment [Member] \| Merger Agreement [Member]
Common stock, shares outstanding		125,329,053
Class A Common Stock \| Subsequent Event [Member]
Common stock conversion basis	one-for-one
Exercise of right to redeem shares for cash	2,672,690
Redemption price per share	$ 10.00
Payments for repurchase of stock	$ 26,737,737
Class A Common Stock \| Subsequent Event [Member] \| Merger Agreement [Member]
Common stock conversion basis	one-for-one
Exercise of right to redeem shares for cash	2,672,690
Redemption price per share	$ 10.00
Payments for repurchase of stock	$ 26,737,737
Class A Common Stock \| Hydra Facial [Member] \| Subsequent Event [Member]
Stock consideration	35,501,743
Class A Common Stock \| Hydra Facial [Member] \| Subsequent Event [Member] \| Merger Agreement [Member]
Stock consideration	35,501,743
Class A Common Stock \| Hydra Facial [Member] \| Subsequent Event [Member] \| Private Placement [Member]
Stock issued during period shares new shares	35,000,000
Class A Common Stock \| Hydra Facial [Member] \| Subsequent Event [Member] \| Private Placement [Member] \| Merger Agreement [Member]
Stock issued during period shares new shares	35,000,000
Class A Common Stock \| HydraFacial And Subsidiaries [Member] \| Subsequent Event [Member]
Common stock par value (in Dollars per share)	$ 0.0001
Class A Common Stock \| HydraFacial And Subsidiaries [Member] \| Subsequent Event [Member] \| Merger Agreement [Member]
Common stock par value (in Dollars per share)	$ 0.0001
PIPE Shares [Member] \| Subsequent Event [Member] \| PIPE Subscription Agreement [Member] \| PIPE Investor [Member]
Stock issued during period shares new shares	35,000,000
Share price	$ 10.00
PIPE Shares [Member] \| Subsequent Event [Member] \| PIPE Subscription Agreement [Member] \| PIPE Investor [Member] \| Merger Agreement [Member]
Stock issued during period shares new shares	35,000,000
Share price	$ 10.00
Earn Out Shares of Class A Common Stock [Member] \| Hydra Facial [Member] \| Subsequent Event [Member]
Increase in foregoing consideration payment	$ 75,000,000
Earn Out Shares of Class A Common Stock [Member] \| Hydra Facial [Member] \| Subsequent Event [Member] \| Merger Agreement [Member]
Increase in foregoing consideration payment	$ 75.0

Stockholder's Equity (Details) - $ / shares	3 Months Ended	6 Months Ended
Stockholder's Equity (Details) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Over-Allotment Option [Member]
Stockholders' Equity (Details) [Line Items]
Aggregate conversion basis percentage	20.00%
Class A Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized	200,000,000	200,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	0	0
Common Stock, shares, outstanding	0	0
Common stock subject to possible redemption, at redemption value	46,000,000	46,000,000
Class B Common Stock
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	11,500,000	11,500,000
Common Stock, shares, outstanding	11,500,000	11,500,000

Warrant Liability (Details)	3 Months Ended
Warrant Liability (Details)	Mar. 31, 2021
Class of Warrant or Right [Line Items]
Business combination, description	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Description of warrants for redemption	Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Description of warrants for redemption	Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
Warrant [Member]
Class of Warrant or Right [Line Items]
Initial public offering closing period	1 year
Public warrants expire period	5 years

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - Fair Value, Recurring [Member] - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 460,184,400	$ 460,098,212
Level 1 [Member] \| Public Warrants [Member]
Liabilities:
Warrant Liability	31,893,332	40,633,332
Level 3 [Member] \| Private Placement Warrants [Member]
Liabilities:
Warrant Liability	$ 19,599,999	$ 25,013,332

Fair Value Measurements (Details) - Summary of quantitative information regarding fair value measurements of warrants - Level 3 [Member]	Mar. 31, 2021 yr
Risk-free interest rate [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding percentage	0.92%
Expected term (years) [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, term	5 years 29 days
Expected volatility [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding percentage	14.90%
Exercise price [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input	11.50
Fair value of Units [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input	10.03

Fair Value Measurements (Details) - Summary of reconciliation of warrant liabilities measured at fair value - Fair Value, Recurring [Member]	3 Months Ended
	Mar. 31, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of December 31, 2020	$ 65,646,664
Change in valuation inputs or other assumptions	(14,153,333)
Fair value as of March 31, 2021	51,493,331
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of December 31, 2020	25,013,332
Fair value as of March 31, 2021	19,599,999
Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of December 31, 2020	40,633,332
Fair value as of March 31, 2021	31,893,332
Level 1 [Member] \| Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in valuation inputs or other assumptions	(8,740,000)
Level 3 [Member] \| Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in valuation inputs or other assumptions	$ (5,413,333)

Prior Period's Financial Statement Revision - (Details) - Common Class A [Member] - shares	Mar. 31, 2021	Dec. 31, 2020
Commitments
Number of Class A common shares at redemption value		46,000,000
Common stock, shares outstanding	0	0
Revision of Prior Period, Adjustment [Member]
Commitments
Number of Class A common shares at redemption value		8,351,205
Common stock, shares outstanding		(8,351,205)

Prior Period's Financial Statement Revision - Summary of effect of the restatement on each financial statement (Detail) - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Stockholders' Equity
Additional paid-in capital	$ 3,103,850	$ 3,103,850
Accumulated deficit	(68,016,288)	(81,617,302)
Shareholders' Equity	$ (64,911,288)	$ (78,512,302)
Statement of operations
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares)	46,000,000	42,604,214
Weighted average shares outstanding, basic and diluted (in Shares)	11,500,000	12,736,775
Basic and diluted net loss per common share	$ 1.18	$ (3.06)
Statement of changes in stockholders' equity
Class A common stock subject to possible redemption	$ (36,188)	$ (417,297,936)
Net loss	13,637,202	(81,617,302)
Additional Paid-in Capital
Stockholders' Equity
Shareholders' Equity	3,103,850	3,103,850
Statement of changes in stockholders' equity
Class A common stock subject to possible redemption		(417,293,336)
Accumulated Deficit
Stockholders' Equity
Shareholders' Equity	(68,016,288)	(81,617,302)
Statement of changes in stockholders' equity
Class A common stock subject to possible redemption	(36,188)
Net loss	$ 13,637,202	$ (81,617,302)
Class A Common Stock
Commitments
Number of Class A common shares at redemption value		46,000,000
Class A common stock subject to possible redemption		$ 460,001,441
Stockholders' Equity
Number of Class A common shares issued and outstanding	0	0
Common stock value	$ 0	$ 0
Statement of changes in stockholders' equity
Shares of Class A common stock subject to possible redemption		(46,000,000)
Class A common stock subject to possible redemption		$ (4,600)
Previously Reported [ Member]
Stockholders' Equity
Additional paid-in capital		43,911,821
Accumulated deficit		(38,913,797)
Shareholders' Equity		$ 5,000,009
Statement of operations
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares)		41,438,497
Weighted average shares outstanding, basic and diluted (in Shares)		13,388,418
Basic and diluted net loss per common share		$ (2.91)
Statement of changes in stockholders' equity
Class A common stock subject to possible redemption		$ (376,489,130)
Net loss		(38,913,797)
Previously Reported [ Member] \| Additional Paid-in Capital
Statement of changes in stockholders' equity
Class A common stock subject to possible redemption		(376,485,365)
Previously Reported [ Member] \| Accumulated Deficit
Statement of changes in stockholders' equity
Net loss		$ (38,913,797)
Previously Reported [ Member] \| Class A Common Stock
Commitments
Number of Class A common shares at redemption value		37,648,795
Class A common stock subject to possible redemption		$ 376,489,130
Stockholders' Equity
Number of Class A common shares issued and outstanding		8,351,205
Common stock value		$ 835
Statement of changes in stockholders' equity
Shares of Class A common stock subject to possible redemption		(37,648,795)
Class A common stock subject to possible redemption		$ (3,765)
Adjustments [Member]
Stockholders' Equity
Additional paid-in capital		(40,807,971)
Accumulated deficit		(42,703,505)
Shareholders' Equity		$ (83,512,311)
Statement of operations
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares)		1,165,717
Weighted average shares outstanding, basic and diluted (in Shares)		(651,643)
Basic and diluted net loss per common share		$ (0.15)
Statement of changes in stockholders' equity
Class A common stock subject to possible redemption		$ (40,808,806)
Net loss		(42,703,505)
Adjustments [Member] \| Additional Paid-in Capital
Statement of changes in stockholders' equity
Class A common stock subject to possible redemption		(40,807,971)
Adjustments [Member] \| Accumulated Deficit
Statement of changes in stockholders' equity
Net loss		$ (42,703,505)
Adjustments [Member] \| Class A Common Stock
Commitments
Number of Class A common shares at redemption value		8,351,205
Class A common stock subject to possible redemption		$ 83,512,311
Stockholders' Equity
Number of Class A common shares issued and outstanding		(8,351,205)
Common stock value		$ (835)
Statement of changes in stockholders' equity
Shares of Class A common stock subject to possible redemption		(8,351,205)
Class A common stock subject to possible redemption		$ (835)

Subsequent Events (Details) - Subsequent Event [Member] - International third-party distributors $ in Millions	Jun. 08, 2021 USD ($) Distributors shares
Subsequent Event [Line Items]
Business Combination, Consideration Transferred	$ 28.0
Number of Distributors \| Distributors	4
Common Class A [Member]
Subsequent Event [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares \| shares	590,099
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable	$ 7.5