Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | Equity Distribution Acquisition Corp. | |
Entity Central Index Key | 0001818221 | |
Entity File Number | 001-39520 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Tax Identification Number | 85-1876561 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Mar. 31, 2022 | |
Entity Current Reporting Status | Yes | |
Entity Address, State or Province | IL | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | EQD | |
Security Exchange Name | NYSE | |
Entity Address, Address Line One | Two North Riverside Plaza | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | Chicago | |
Entity Address, Postal Zip Code | 60606 | |
City Area Code | 312 | |
Local Phone Number | 466-4296 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant | |
Trading Symbol | EQD.U | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |
Trading Symbol | EQD WS | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 41,400,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,350,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 419,052 | $ 584,117 |
Prepaid expenses | 71,458 | 110,208 |
Prepaid income taxes | 16,402 | 16,402 |
Total Current Assets | 506,912 | 710,727 |
Marketable securities held in Trust Account | 414,195,135 | 414,127,265 |
TOTAL ASSETS | 414,702,047 | 414,837,992 |
Current Liabilities | ||
Accrued expenses | 1,070,036 | 1,132,160 |
Promissory note – related party | 750,000 | 750,000 |
Total Current Liabilities | 1,820,036 | 1,882,160 |
Warrant liabilities | 8,261,333 | 15,283,466 |
Deferred underwriting payable | 14,490,000 | 14,490,000 |
Total Liabilities | 24,571,369 | 31,655,626 |
Commitments and Contingencies (Note 6) | ||
Class A common stock subject to possible redemption 41,400,000 shares at redemption value | 414,060,135 | 414,000,000 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (23,930,492) | (30,818,669) |
Total Stockholders' Deficit | (23,929,457) | (30,817,634) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 414,702,047 | 414,837,992 |
Common Class A [Member] | ||
Stockholders' Deficit | ||
Common stock | 0 | 0 |
Common Class B [Member] | ||
Stockholders' Deficit | ||
Common stock | $ 1,035 | $ 1,035 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred Stock Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock Shares Issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock subject to possible redemption | 41,400,000 | 41,400,000 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common Stock Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock Shares Issued | 0 | 0 |
Common Stock Shares Outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common Stock Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock Shares Issued | 10,350,000 | 10,350,000 |
Common Stock Shares Outstanding | 10,350,000 | 10,350,000 |
Condensed Statement of Operatio
Condensed Statement of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating and formation costs | $ 285,406 | $ 1,209,830 |
Loss from operations | (285,406) | (1,209,830) |
Other income: | ||
Interest earned on marketable securities held in Trust Account | 178,120 | 65,089 |
Change in fair value of warrant liability | 7,022,133 | 14,663,866 |
Unrealized gain on marketable securities held in Trust Account | 33,465 | 0 |
Total other income | 7,233,718 | 14,728,955 |
Income before provision for income taxes | 6,948,312 | 13,519,125 |
Provision for income taxes | 0 | (1,402) |
Net income | $ 6,948,312 | $ 13,517,723 |
Common Class A [Member] | ||
Other income: | ||
Weighted average shares outstanding | 41,400,000 | 41,400,000 |
Basic and diluted net income per share | $ 0.13 | $ 0.26 |
Common Class B [Member] | ||
Other income: | ||
Weighted average shares outstanding | 10,350,000 | 10,350,000 |
Basic and diluted net income per share | $ 0.13 | $ 0.26 |
Condensed Statement Of Changes
Condensed Statement Of Changes In Stockholders' Equity (Deficit) - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class A [Member]Common Stock [Member] | Common Class B [Member]Common Stock [Member] |
Beginning balance at Dec. 31, 2020 | $ (50,436,202) | $ 0 | $ (50,437,237) | $ 0 | $ 1,035 |
Beginning balance, shares at Dec. 31, 2020 | 0 | 10,350,000 | |||
Remeasurement of Class A common stock to redemption value | (111,005) | (111,005) | |||
Net income | 13,517,723 | 13,517,723 | |||
Ending balance at Mar. 31, 2021 | (37,029,484) | 0 | (37,030,519) | $ 0 | $ 1,035 |
Ending balance, shares at Mar. 31, 2021 | 0 | 10,350,000 | |||
Beginning balance at Dec. 31, 2021 | (30,817,634) | 0 | (30,818,669) | $ 0 | $ 1,035 |
Beginning balance, shares at Dec. 31, 2021 | 0 | 10,350,000 | |||
Remeasurement of Class A common stock to redemption value | (60,135) | (60,135) | |||
Net income | 6,948,312 | 6,948,312 | |||
Ending balance at Mar. 31, 2022 | $ (23,929,457) | $ 0 | $ (23,930,492) | $ 0 | $ 1,035 |
Ending balance, shares at Mar. 31, 2022 | 0 | 10,350,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 6,948,312 | $ 13,517,723 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (178,120) | (65,089) |
Change in fair value of warrant liabilities | (7,022,133) | (14,663,866) |
Unrealized gain on marketable securities held in Trust Account | (33,465) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 38,750 | 45,121 |
Accrued expenses | (62,124) | 914,856 |
Income taxes payable | 0 | 1,402 |
Net cash used in operating activities | (308,780) | (249,853) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account for franchise and income taxes | 143,715 | 0 |
Net cash provided by investing activities | 143,715 | 0 |
Net Change in Cash | (165,065) | (249,853) |
Cash – Beginning | 584,117 | 882,702 |
Cash – Ending | 419,052 | 632,849 |
Common Class A [Member] | ||
Non-cash Financing activities: | ||
Change in value of Class A common stock subject to possible redemption | $ 60,135 | $ 111,005 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Equity Distribution Acquisition Corp. (the “Company”) was incorporated in Delaware on July 7, 2020 (“Inception”). 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 (a “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in North America that provide technology-enabled solutions in industrial and industrial distribution markets. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. All activity through March 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and the search for a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering was declared effective on September 15, 2020. On September 18, 2020, the Company consummated the Initial Public Offering of 41,400,000 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 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,853,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Equity Distribution Sponsor, LLC (the “Sponsor”), generating gross proceeds of $10,280,000, which is described in Note 4. Transaction costs amounted to $23,411,063, consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $641,063 of other offering costs. Following the closing of the Initial Public Offering on September 18, 2020, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule2a-7of The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem its Public Shares irrespective of whether it votes for or against the proposed transaction or otherwise elects not to vote on the proposed transaction. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by September 18, 2022 (the “Liquidation Date”) and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial The Company will have until September 18, 2022, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten per-share The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of March 31, 2022, the Company had approximately $0.4 million in its operating bank account and a working capital deficit of approximately $1.2 million and the ability to borrow an additional $1.75 million though the Promissory Note (as defined in Note 5). The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares and the proceeds from the Sponsor’s purchase of the Private Placement Warrants not held in the Trust Account to provide working capital needed to identify and seek to consummate a Business Combination. Management can borrow additional capital from the Promissory Note to fund the Company’s capital needs which will provide sufficient liquidity to meet the Company’s working capital needs through the earlier of the consummation of a Business Combination or the Liquidation Date. If the Company’s estimate of the costs of identifying a target business, undertaking in-depth Going Concern In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
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 S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual report on Form 10-K 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 of 2002 (“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 Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and 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, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At March 31, 2022, 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” (“ASC Topic 320”). These securities are classified as trading securities with unrealized gains/losses recognized through net income. From Inception through March 31, 2022, the Company withdrew $281,342 of interest earned on the Trust Account to pay its franchise and income taxes, of which $143,715 was withdrawn during the three months ended March 31, 2022. 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 ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC Topic 480”). 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’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Class A common stock subject to possible redemption — January 1, 2021 $ 414,020,869 Less: Remeasurement of carrying value to redemption value (20,869 ) Class A common stock subject to possible redemption — December 31, 2021 $ 414,000,000 Plus: Remeasurement of carrying value to redemption value 60,135 Class A common stock subject to possible redemption — March 31, 2022 $ 414,060,135 Warrant Liabilities 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 ASC Topic 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC Topic 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC Topic 480, meet the definition of a liability pursuant to ASC Topic 480, and whether the warrants meet all of the requirements for equity classification under ASC Topic 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 balance sheet date thereafter 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 non-cash Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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 March 31, 2022 and December 31, 2021. 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 The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share” (“ASC Topic 260”). Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,653,333 shares of Class A common stock in the aggregate. As of March 31, 2022 and March 31, 2021, the Company did not The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income $ 5,558,650 $ 1,389,662 $ 10,814,178 $ 2,703,545 Denominator: Basic and diluted weighted average shares outstanding 41,400,000 10,350,000 41,400,000 10,350,000 Basic and diluted net income per common share $ 0.13 $ 0.13 $ 0.26 $ 0.26 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 Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10). Recently Issued 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
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 41,400,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 5,400,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,853,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $10,280,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On July 14, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 14,375,000 shares of Class B common stock (the “Founder Shares”). On July 21, 2020, the Company effected a 5-for-3 1-for-1.2 The Founder Shares included an aggregate of up to 1,350,000 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would own, on an as-converted 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) subsequent to a Business Combination, (x) if the last reported sale price of the 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 Promissory Note — Related Party On June 29, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $2,500,000. The Promissory Note is non-interest Administrative Support Agreement The Company entered into an agreement, commencing on September 15, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space and administrative support services. For the three months ended March 31, 2022 and 2021, respectively, 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 initial stockholders or an affiliate of the initial stockholders 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. As of March 31, 2022 and December 31, 2021, there were no amounts outstanding under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration and stockholders rights agreement entered into on September 18, 2020, the holders of the shares of common stock issued or issuable upon conversion of any 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. Certain of the holders of these securities are entitled to make up to an aggregate of three demands that the Company register such securities, excluding short form demands. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. However, the registration and stockholders 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. Underwriter’s Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,490,000 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. Up to 50% of the deferred underwriting commissions may be paid at the sole discretion of the Company’s management team to the underwriters in the allocations determined by the Company’s management team and/or to third parties not participating in the Initial Public Offering (but who are members of the Financial Industry Regulatory Authority) that assist the Company in consummating its initial Business Combination. Legal Proceedings From time to time, the Company is a party to or otherwise involved in legal proceedings arising in the normal and ordinary course of business. As of the date of this report, the Company is not aware of any proceeding, threatened or pending, against the Company which, if determined adversely, would have a material effect on its business, financial position, results of operations, or cash flows. |
Class A Common Stock Subject To
Class A Common Stock Subject To Possible Redemption | 3 Months Ended |
Mar. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Class A common stock subject to possible redemption [Text Block] | NOTE 7. CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. At March 31, 2022 and December 31, 2021, there were 41,400,000 shares of Class A common stock issued and outstanding, which are subject to possible redemption and presented as temporary equity. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | NOTE 8. STOCKHOLDERS’ DEFICIT Preferred Stock Class B Common Stock 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 on the first business day following the completion 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, on an as-converted |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Warrants [Abstract] | |
Warrants | NOTE 9. WARRANTS As of March 31, 2022 and December 31, 2021, there were 13,800,000 Public Warrants outstanding and 6,853,333 Private Placement Warrants outstanding. 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) 12 months 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. • 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 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 of warrants when the price per share of Class A common stock equals or exceeds $10.00. • 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, 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 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820, “Fair Value Measurement” (“ASC Topic 820”) for its financial assets and liabilities that are re-measured non-financial re-measured 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 the Company’s 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, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 414,195,135 $ 414,127,265 Liabilities: Warrant Liability – Public Warrants 1 $ 5,520,000 $ 10,212,000 Warrant Liability – Private Placement Warrants 2 $ 2,741,333 $ 5,071,466 The warrants are accounted for as liabilities in accordance with ASC 815-40 As of March 31, 2022, the fair value of the Private Placement Warrants and Public Warrants was determined to be $0.40 per warrant for aggregate values of approximately $2.7 million and approximately $5.5 million, respectively. As of December 31, 2021, the fair value of the Private Placement Warrants and Public Warrants was determined to be $0.74 per warrant for aggregate values of approximately $5.1 million and approximately $10.2 million, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual report on Form 10-K |
Emerging Growth Company | 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 of 2002 (“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 |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | 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, 2022 and December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2022, 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” (“ASC Topic 320”). These securities are classified as trading securities with unrealized gains/losses recognized through net income. From Inception through March 31, 2022, the Company withdrew $281,342 of interest earned on the Trust Account to pay its franchise and income taxes, of which $143,715 was withdrawn during the three months ended March 31, 2022. |
Class A Common Stock Subject to Possible Redemption | 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 ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC Topic 480”). 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’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Class A common stock subject to possible redemption — January 1, 2021 $ 414,020,869 Less: Remeasurement of carrying value to redemption value (20,869 ) Class A common stock subject to possible redemption — December 31, 2021 $ 414,000,000 Plus: Remeasurement of carrying value to redemption value 60,135 Class A common stock subject to possible redemption — March 31, 2022 $ 414,060,135 |
Warrant Liabilities | Warrant Liabilities 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 ASC Topic 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC Topic 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC Topic 480, meet the definition of a liability pursuant to ASC Topic 480, and whether the warrants meet all of the requirements for equity classification under ASC Topic 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 balance sheet date thereafter 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 non-cash |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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 March 31, 2022 and December 31, 2021. 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 per Common Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share” (“ASC Topic 260”). Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,653,333 shares of Class A common stock in the aggregate. As of March 31, 2022 and March 31, 2021, the Company did not The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income $ 5,558,650 $ 1,389,662 $ 10,814,178 $ 2,703,545 Denominator: Basic and diluted weighted average shares outstanding 41,400,000 10,350,000 41,400,000 10,350,000 Basic and diluted net income per common share $ 0.13 $ 0.13 $ 0.26 $ 0.26 |
Concentration of Credit Risk | 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 Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10). |
Recently Issued Accounting Standards | Recently Issued 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income $ 5,558,650 $ 1,389,662 $ 10,814,178 $ 2,703,545 Denominator: Basic and diluted weighted average shares outstanding 41,400,000 10,350,000 41,400,000 10,350,000 Basic and diluted net income per common share $ 0.13 $ 0.13 $ 0.26 $ 0.26 |
Schedule Of Reconciliation Of Class A Common Stock Refelcted In The Condensed Balance Sheet | At March 31, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Class A common stock subject to possible redemption — January 1, 2021 $ 414,020,869 Less: Remeasurement of carrying value to redemption value (20,869 ) Class A common stock subject to possible redemption — December 31, 2021 $ 414,000,000 Plus: Remeasurement of carrying value to redemption value 60,135 Class A common stock subject to possible redemption — March 31, 2022 $ 414,060,135 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets Measured on Recurring Basis | 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, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 414,195,135 $ 414,127,265 Liabilities: Warrant Liability – Public Warrants 1 $ 5,520,000 $ 10,212,000 Warrant Liability – Private Placement Warrants 2 $ 2,741,333 $ 5,071,466 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Sep. 18, 2020 | Jul. 14, 2020 | Mar. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | Jun. 29, 2021 | Mar. 31, 2021 | Sep. 30, 2020 |
Nature Of Organisation [Line Items] | ||||||||
Percentage of the total public shares transferrable | 15.00% | |||||||
Date before which the business combination is to be consumated | Sep. 18, 2022 | |||||||
Percentage of public shares due to be redeemed on non occurrence of business combination | 100.00% | |||||||
Number of business days after the expiry date within which public shares shall be redeemed | 10 days | |||||||
Estimated liquidation expenses payable | $ 100,000 | |||||||
Cash and cash equivalents | 419,052 | $ 882,702 | $ 584,117 | $ 632,849 | ||||
Net working capital | $ 1,200,000 | |||||||
Maximum [Member] | ||||||||
Nature Of Organisation [Line Items] | ||||||||
Restricted investments term | 185 days | |||||||
Per share amount of assets available for distribution | $ 10 | |||||||
Maximum [Member] | Restriction Of Share Transferability On Approval Of Business Combination [Member] | ||||||||
Nature Of Organisation [Line Items] | ||||||||
Estimated minimum networth of the combined companies post business combination | $ 5,000,001 | |||||||
Minimum [Member] | ||||||||
Nature Of Organisation [Line Items] | ||||||||
Per share amount of assets available for distribution | $ 10 | |||||||
Minimum [Member] | Condition To Effect Business Combination [Member] | ||||||||
Nature Of Organisation [Line Items] | ||||||||
Percentage of the fair value of the amount held in trust account excluding deferred underwriting commissions and income taxes | 80.00% | |||||||
Equity method investment ownership percentage | 50.00% | |||||||
Redemption value per share,common stock | $ 10 | |||||||
Sponsor [Member] | ||||||||
Nature Of Organisation [Line Items] | ||||||||
Stock issued during the period value for services | $ 25,000 | |||||||
Sponsor [Member] | Second Promissory Note [Member] | ||||||||
Nature Of Organisation [Line Items] | ||||||||
Debt instrument unused borrowing capacity | $ 1,750,000 | $ 1,750,000 | ||||||
Common Class A [Member] | ||||||||
Nature Of Organisation [Line Items] | ||||||||
Proceeds from initial public offer | $ 414,000,000 | |||||||
Common Class A [Member] | IPO [Member] | ||||||||
Nature Of Organisation [Line Items] | ||||||||
Stock shares issued during the period shares new issues | 41,400,000 | 41,400,000 | ||||||
Sale of stock issue price per share | $ 10 | $ 10 | ||||||
Stock issuance costs | $ 23,411,063 | |||||||
Undrwriting fees | 8,280,000 | |||||||
Deferred underwriting fees payable non current | 14,490,000 | |||||||
Other offering costs | $ 641,063 | |||||||
Common Class A [Member] | Over-Allotment Option [Member] | ||||||||
Nature Of Organisation [Line Items] | ||||||||
Stock shares issued during the period shares new issues | 5,400,000 | 5,400,000 | ||||||
Sale of stock issue price per share | $ 10 | $ 10 | ||||||
Private Placement Warants [Member] | ||||||||
Nature Of Organisation [Line Items] | ||||||||
Sale of stock issue price per share | $ 10 | |||||||
Payment towards restricted investments | $ 414,000,000 | |||||||
Private Placement Warants [Member] | Private Placement [Member] | Equity Distributor Sponsor LLC [Member] | ||||||||
Nature Of Organisation [Line Items] | ||||||||
Stock shares issued during the period shares new issues | 6,853,333 | |||||||
Class of warrants or rights issue price per share | $ 1.50 | |||||||
Proceeds From issue of warrants | $ 10,280,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Class A Common Stock Reflected in Condensed Balance Sheets (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Reconciliation Of Class A Common stock Reflected In The Condensed Balance Sheet [Line Items] | ||
Class A common stock subject to possible redemption , beginning balance | $ 414,000,000 | |
Class A common stock subject to possible redemption , Ending balance | 414,060,135 | $ 414,000,000 |
Common Class A [Member] | Common Stock [Member] | ||
Reconciliation Of Class A Common stock Reflected In The Condensed Balance Sheet [Line Items] | ||
Class A common stock subject to possible redemption , beginning balance | 414,000,000 | 414,020,869 |
Remeasurement of carrying value to redemption value | 60,135 | (20,869) |
Class A common stock subject to possible redemption , Ending balance | $ 414,060,135 | $ 414,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule Of basic and diluted net loss per common share (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Common Class B [Member] | ||
Earnings Per Share, Basic and Diluted [Abstract] | ||
Allocation of net income | $ 1,389,662 | $ 2,703,545 |
Basic and diluted weighted average shares outstanding | 10,350,000 | 10,350,000 |
Basic and diluted net income per common share | $ 0.13 | $ 0.26 |
Common Class A [Member] | ||
Earnings Per Share, Basic and Diluted [Abstract] | ||
Allocation of net income | $ 5,558,650 | $ 10,814,178 |
Basic and diluted weighted average shares outstanding | 41,400,000 | 41,400,000 |
Basic and diluted net income per common share | $ 0.13 | $ 0.26 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Mar. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Significant Accounting Policies [Line Items] | ||||
Unrecognised tax liabilities | $ 0 | $ 0 | $ 0 | |
Unrecognised tax liabilities accrued penalties and interest | 0 | $ 0 | $ 0 | |
Antidilutive securities excluded from the computation of earnings per share | 0 | 0 | ||
Cash insured with federal insurance | 250,000 | $ 250,000 | ||
Cash withdrawn from Trust Account to pay franchise and income taxes | $ 281,342 | $ 143,715 | $ 0 | |
Common Class A [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 20,653,333 | 20,653,333 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Sep. 18, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2020 |
IPO [Member] | Common Class A [Member] | ||||
Disclosure Of Public Offering [Line Items] | ||||
Stock shares issued during the period shares new issues | 41,400,000 | 41,400,000 | ||
Sale of stock issue price per share | $ 10 | $ 10 | ||
Over-Allotment Option [Member] | Common Class A [Member] | ||||
Disclosure Of Public Offering [Line Items] | ||||
Stock shares issued during the period shares new issues | 5,400,000 | 5,400,000 | ||
Sale of stock issue price per share | $ 10 | $ 10 | ||
Public Warrants [Member] | ||||
Disclosure Of Public Offering [Line Items] | ||||
Excerice price of warrants | 0.40 | $ 0.74 | ||
Public Warrants [Member] | Common Class A [Member] | ||||
Disclosure Of Public Offering [Line Items] | ||||
Excerice price of warrants | $ 11.50 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Private Placement Warants [Member] | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Disclosure Of Private Placement [Line Items] | |
Class of warrant or right, price per warrant | $ / shares | $ 1.50 |
Stock related warrants issued during the period shares | shares | 6,853,333 |
Stock related warrants issued during the period value | $ | $ 10,280,000 |
Excerice price of warrants | $ / shares | $ 11.50 |
Number Of Securities Called By Each Warrant | shares | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Sep. 17, 2020 | Sep. 15, 2020 | Jul. 21, 2020 | Jul. 14, 2020 | Jul. 14, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 29, 2021 |
Related Party Transaction [Line Items] | ||||||||
Promissory note – related party | $ 750,000 | $ 750,000 | ||||||
Working Capital Loan [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Working capital loans outstanding | 0 | 0 | ||||||
Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during the period value for services | $ 25,000 | |||||||
Stock issued during the period shares issued for shares | 14,375,000 | |||||||
Reserve stock split ratio | 5-for-3 | |||||||
Stock split ratio | 1-for-1.2 | |||||||
Lock in period of shareholding | 1 year | |||||||
Share transfer restriction, threshold consecutive trading days | 20 days | |||||||
Share transfer restriction, threshold trading days | 30 days | |||||||
Number of days for a particular event to get over for determning trading period | 150 days | |||||||
Conversion of debt into warrants value | $ 1,500,000 | |||||||
Converion price per unit of debt into warrant | $ 1.50 | |||||||
Stock issued during the period shares Stock Splits | 10,350,000 | |||||||
Sponsor [Member] | Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common Stock Subject To Repurchase Or Cancellation | 1,350,000 | |||||||
Sponsor [Member] | Maximum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of common stock shareholding | 20.00% | |||||||
Sponsor [Member] | Minimum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share price | $ 12 | $ 12 | ||||||
Sponsor [Member] | Second Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt face value | $ 2,500,000 | |||||||
Debt instrument unused borrowing capacity | $ 1,750,000 | $ 1,750,000 | ||||||
Promissory note – related party | 750,000 | |||||||
Affiliate Of Sponsor [Member] | Administrative Support Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction amounts of transaction | $ 10,000 | |||||||
Affiliate Of Sponsor [Member] | Administrative Support Agreement [Member] | Accrued Expenses [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction amounts of transaction | $ 30,000 | $ 30,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Mar. 31, 2022USD ($)$ / shares |
Commitments and Contingencies Disclosure [Abstract] | |
Underwriting fee, per unit | $ / shares | $ 0.35 |
Deferred underwriting fees payable | $ | $ 14,490,000 |
Deferred underwriting commissions percentage payable | 50.00% |
Class A Common Stock Subject _2
Class A Common Stock Subject To Possible Redemption - Additional Information (Detail) - Common Class A [Member] - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | ||
Temporary equity par or stated value per share | $ 0.0001 | |
Temporary equity shares authorized | 500,000,000 | |
Temporary equity shares Issued | 41,400,000 | 41,400,000 |
Temporary equity shares outstanding | 41,400,000 | 41,400,000 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) - $ / shares | Sep. 17, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||
Preferred stock Par value | $ 0.0001 | $ 0.0001 | |
Preferred stock Authorized | 1,000,000 | 1,000,000 | |
Preferred stock issued | 0 | 0 | |
Preferred stock Outstanding | 0 | 0 | |
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock par value | $ 0.0001 | $ 0.0001 | |
Common stock Authorized | 50,000,000 | 50,000,000 | |
Common stock issued | 10,350,000 | 10,350,000 | |
Common stock Outstanding | 10,350,000 | 10,350,000 | |
Common stock description of voting rights | one vote for each share | one vote for each share | |
Minimum common stock shares to be maintained | 20.00% |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Public warrants expiry period | 5 years | |
Warrants, redemption price per share | $ 10 | |
Percentage of proceeds from share issuances | 60.00% | |
Number of days untill which warrants will not become transferable or salable | 30 days | |
Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants redeemable,threshold consecutive trading days | 20 days | |
Private Placement Warants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right outstanding | 13,800,000 | 6,853,333 |
Private Placement Warants [Member] | Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants exercise price adjustment percentage | 115.00% | |
Private Placement Warants [Member] | Share Trigger Price One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, redemption price per share | $ 0.01 | |
Minimum notice period for warrants redemption | 30 days | |
Private Placement Warants [Member] | Share Trigger Price One [Member] | Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants redeemable,threshold consecutive trading days | 30 days | |
Class of warrants exercise price adjustment percentage | 180.00% | |
Private Placement Warants [Member] | Share Trigger Price One [Member] | Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants redeemable,threshold consecutive trading days | 20 days | |
Class of warrants exercise price adjustment percentage | 100.00% | |
Private Placement Warants [Member] | Share Trigger Price Two [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, redemption price per share | $ 0.10 | |
Minimum notice period for warrants redemption | 30 days | |
E Q D Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right outstanding | 13,800,000 | 6,853,333 |
Common Class A [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||
Class of Warrant or Right [Line Items] | ||
Business acquisition, share price | $ 9.20 | |
Common Class A [Member] | Share Trigger Price One [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||
Class of Warrant or Right [Line Items] | ||
Business acquisition, share price | 9.20 | |
Common Class A [Member] | Share Trigger Price Two [Member] | ||
Class of Warrant or Right [Line Items] | ||
Minimum share price required for redemption of warrants | 18 | |
Common Class A [Member] | Private Placement Warants [Member] | Share Trigger Price One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Minimum share price required for redemption of warrants | 18 | |
Warrants, redemption price per share | 10 | |
Common Class A [Member] | Private Placement Warants [Member] | Share Trigger Price Two [Member] | ||
Class of Warrant or Right [Line Items] | ||
Minimum share price required for redemption of warrants | 18 | |
Warrants, redemption price per share | $ 10 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets Measured on Recurring Basis (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Marketable securities held in Trust Account | $ 414,195,135 | $ 414,127,265 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant Liability | 8,261,333 | 15,283,466 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | 414,195,135 | 414,127,265 |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant Liability | 5,520,000 | 10,212,000 |
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant Liability | $ 2,741,333 | $ 5,071,466 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Private Placement Warrants [Member] | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Warrants exercise price per share | $ 0.40 | $ 0.74 |
Warrants outstanding | $ 2.7 | $ 5.1 |
Public Warrants [Member] | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Warrants exercise price per share | $ 0.40 | $ 0.74 |
Warrants outstanding | $ 5.5 | $ 10.2 |