Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 20, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q1 | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | HAYMAKER ACQUISITION CORP. III | |
Entity Central Index Key | 0001819253 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | HYAC | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, State or Province | NY | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Tax Identification Number | 85-1791125 | |
City Area Code | 212 | |
Local Phone Number | 616-9600 | |
Entity Address, Address Line One | 501 Madison Avenue | |
Entity Address, Address Line Two | Floor 5 | |
Entity Address, City or Town | New York | |
Entity File Number | 001-40128 | |
Entity Address, Postal Zip Code | 10022 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock, par value $0.0001 per share, and one-fourth of one Redeemable Warrant | |
Trading Symbol | HYACU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share | |
Trading Symbol | HYACW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 31,750,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,937,500 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 67,898 | $ 130,359 |
Due From Sponsors | 0 | 300 |
Prepaid expenses | 297,776 | 320,959 |
Total current assets | 365,674 | 451,618 |
Investments held in Trust Account | 317,582,318 | 317,581,791 |
Total Assets | 317,947,992 | 318,033,409 |
Current liabilities: | ||
Accounts payable | 302,823 | 281,304 |
Accrued expenses | 2,664,120 | 1,830,000 |
Accrued expenses - related party | 137,084 | 0 |
Franchise tax payable | 50,000 | 160,874 |
Convertible promissory note - related party (at fair value) | 72,800 | 0 |
Total current liabilities | 3,226,827 | 2,272,178 |
Warrant liabilities | 7,427,291 | 9,778,666 |
Deferred underwriting fee payable | 11,112,500 | 11,112,500 |
Total Liabilities | 21,766,618 | 23,163,344 |
Commitments and Contingencies | ||
Class A common stock, $0.0001 par value, subject to possible redemption; 31,750,000 at redemption value of $10.00 per share | 317,500,000 | 317,500,000 |
Stockholders' (Deficit) Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding | ||
Additional paid-in capital | 136,827 | 0 |
Accumulated deficit | (21,456,247) | (22,630,729) |
Total Stockholders' Equity | (21,318,626) | (22,629,935) |
Total Liabilities and Stockholders' Equity | 317,947,992 | 318,033,409 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A common stock, $0.0001 par value, subject to possible redemption; 31,750,000 at redemption value of $10.00 per share | 317,500,000 | |
Stockholders' (Deficit) Equity: | ||
Common Stock | ||
Common Class B [Member] | ||
Stockholders' (Deficit) Equity: | ||
Common Stock | $ 794 | $ 794 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par or stated value 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 |
Common Class A [Member] | ||
Temporary equity par or stated value per share | $ 10 | $ 10 |
Common stock, par value | $ 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 |
Common stock shares subject to possible redemption | 31,750,000 | 31,750,000 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 7,937,500 | 7,937,500 |
Common stock, shares outstanding | 7,937,500 | 7,937,500 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating and formation costs | $ 1,190,366 | $ 58,560 |
Franchise tax expense | 50,000 | 49,315 |
Loss from operations | (1,240,366) | (107,875) |
Transaction costs allocated to warrant liabilities | 0 | (962,447) |
Unrealized gain on investments held in Trust Account | 64,273 | 14,405 |
Excess of private placement warrant fair value over purchase price | 0 | (3,507,000) |
Change in fair value of convertible promissory note - related party | (800) | 0 |
Change in fair value of warrant liabilities | 2,351,375 | 619,543 |
Net income (loss) | 1,174,482 | (3,943,374) |
Common Class A [Member] | ||
Net income (loss) | $ 939,586 | $ (2,187,957) |
Basic and diluted weighted average shares outstanding | 31,750,000 | 9,505,556 |
Basic and diluted net income (loss) per share | $ 0.03 | $ (0.23) |
Common Class B [Member] | ||
Net income (loss) | $ 234,896 | $ (1,755,417) |
Basic and diluted weighted average shares outstanding | 7,937,500 | 7,626,389 |
Basic and diluted net income (loss) per share | $ 0.03 | $ (0.23) |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Stock [Member]Common Class B [Member] |
Beginning balance at Dec. 31, 2020 | $ 25,000 | $ 24,137 | $ 863 | ||
Beginning balance, shares at Dec. 31, 2020 | 8,625,000 | ||||
Forfeiture of Class B common stock | (69) | $ (69) | |||
Forfeiture of Class B common stock, shares | (687,500) | ||||
Remeasurement of Class A common stock | (33,767,845) | (24,206) | $ (33,743,639) | ||
Net lncome (loss) | (3,943,374) | $ (1,755,417) | (3,943,374) | ||
Ending balance at Mar. 31, 2021 | (37,686,219) | (37,687,013) | $ 794 | ||
Ending balance, shares at Mar. 31, 2021 | 7,937,500 | ||||
Beginning balance at Dec. 31, 2021 | (22,629,935) | (22,630,729) | $ 794 | ||
Beginning balance, shares at Dec. 31, 2021 | 7,937,500 | ||||
Proceeds received in excess of initial fair value of convertible promissory note - related party | 136,827 | 136,827 | |||
Net lncome (loss) | 1,174,482 | $ 234,896 | 1,174,482 | ||
Ending balance at Mar. 31, 2022 | $ (21,318,626) | $ 136,827 | $ (21,456,247) | $ 794 | |
Ending balance, shares at Mar. 31, 2022 | 7,937,500 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ 1,174,482 | $ (3,943,374) | |
Adjustments to reconcile net income to net cash used in operating activities: | |||
Transaction costs allocated to warrant liabilities | 0 | 962,447 | |
Unrealized gain on investments held in Trust Account | (64,273) | (14,405) | |
Excess of private placement warrants fair value over purchase price | 0 | 3,507,000 | |
Change in fair value of convertible promissory note - related party | 800 | 0 | |
Change in fair value of warrant liabilities | (2,351,375) | (619,543) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | 23,183 | (577,651) | |
Due from Sponsor | 300 | 0 | |
Accounts payable | 21,518 | 559 | |
Accrued expenses | 834,120 | 8,657 | |
Accrued expenses - related party | 137,084 | 0 | |
Franchise tax payable | (110,874) | 49,314 | |
Net cash used in operating activities | (335,035) | (626,996) | |
Cash Flows from Investing Activities: | |||
Cash deposited into Trust Account | 0 | (317,500,000) | |
Proceeds from Trust Account to pay taxes | 63,747 | 0 | |
Net cash used in investing activities | 63,747 | (317,500,000) | |
Cash Flows from Financing Activities: | |||
Proceeds from promissory note - related party | 208,827 | 0 | |
Proceeds from initial public offering, net of underwriting discount paid | 0 | 311,150,000 | |
Proceeds from Sponsor note | 0 | 41,500 | |
Repayment of Sponsor note | 0 | (164,000) | |
Proceeds from sale of private placement warrants | 0 | 8,350,000 | |
Payment of offering costs | 0 | (329,614) | |
Net cash provided by financing activities | 208,827 | 319,047,886 | |
Increase (decrease) in cash | (62,461) | 920,890 | |
Cash at beginning of period | 130,359 | 1,594 | $ 1,594 |
Cash at end of period | 67,898 | 922,484 | 130,359 |
Supplemental disclosure of noncash investing and financing activities: | |||
Deferred underwriting fee payable | 11,112,500 | 11,112,500 | $ 11,112,500 |
Initial classification of warrant liabilities | 28,605,125 | ||
Remeasurement of Class A common stock subject to possible redemption to redemption value | 33,767,846 | ||
Reclassification of deferred offering costs to equity upon completion of the initial public offering | $ 145,906 | ||
Proceeds received in excess of initial fair value of convertible promissory note – related party | $ 136,827 |
Description of Organization and
Description of Organization and Business Operations And Liquidity | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description Of Organization And Business Operations And Liquidity | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY Haymaker Acquisition Corp. III (the “Company” or “Haymaker”) is a blank check company incorporated in Delaware on July 6, 2020 The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. 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 for the three months ended March 31, 2022 and March 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating non-operating The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Haymaker Sponsor III, LLC (the “Sponsor”) generating gross proceeds of $8,000,000, which is described in Note 4. On March 3, 2021, the underwriters partially exercised the over-allotment option by purchasing 1,750,000 Units at an offering price of $10.00 per Unit (generating gross proceeds of $17,500,000), which was settled on March 5, 2021. In connection with the exercise of the over-allotment option, on March 5, 2021, the Company sold 233,333 Private Placement Warrants (the “Additional Private Placement Warrants”) to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of $350,000, this amount was purchased on March 4, 2021, in anticipation of the closing of the over-allotment option. As a result, an additional $17,500,000 (which amount includes $612,500 of the underwriters’ deferred discount) was placed in the Trust Account. As a result of the partial exercise of the over-allotment option to purchase 1,750,000 Units, the Sponsor forfeited 687,500 Founder Shares on March 5, 2021 in order to maintain ownership of 20% of issued and outstanding shares of the Company. The Founder Shares forfeited by the Sponsor were cancelled by the Company. Following the closing of the Initial Public Offering and partial exercise of the over-allotment, an amount of $317,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in the Trust Account and is being invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 At March 31, 2022 and December 31, 2021, $67,898 and $130,359 of cash was held outside of the Trust Account and available for working capital purposes, respectively. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of the Initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the Initial Business Combination and the Company does not conduct redemptions in connection with the Initial Business Combination pursuant to the tender offer rules, the Company’s 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive (i) redemption rights with respect to any Founder Shares and Public Shares held in connection with the completion of an initial Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held in connection with a stockholder vote to approve an amendment to an amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other provisions relating to stockholders’ rights or pre-initial The Company will have until March 4, 2023 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 business days thereafter, redeem the Public Shares, at a per-share If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, all such shares of Class A common stock are recorded at redemption amount and classified as temporary equity since the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480—Distinguishing Liabilities from Equity. Business Combination Agreement On December 13, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with the Sponsor, BioTe Holdings, LLC, a Nevada limited liability company (“Biote”), BioTe Management, LLC, a Nevada limited liability company, Dr. Gary Donovitz, in his individual capacity, and Teresa S. Weber, in her capacity as the members’ representative (in such capacity, the “Members’ Representative”). Upon the closing of the Business Combination (the “Closing”), the Company will change its name to “ B “UP-C” Prior to the Closing, the Company may issue up to $100,000,000 in shares of Class A common stock in a private placement (an “Equity Financing”), so long as the price per share in such Equity Financing is not less than $10.00. Pursuant to the terms and conditions of the amended and restated certificate of incorporation, in connection with the Closing of the Business Combination, all then-outstanding shares of Class B common stock will be converted into shares of Class A common stock on a one-for-one one-to-one. Immediately prior to the Closing, Biote will (i) effectuate a recapitalization, pursuant to which all its Class A Units, Class AA Units, Class AAA Units and Class AAAA Units held by the Members will be converted or exchanged (whether by direct exchange, merger or otherwise) into a number of equity interests in Biote designated as “Class A Common Units” (“Biote Units”) in the amounts determined in accordance with Biote’s Second Amended and Restated Operating Agreement (the “Biote A&R OA”), which will be entered into prior to the Closing, the result of which will be that the Members will hold a single class of Biote Units as of immediately prior to the Closing and (ii) convert into a Delaware limited liability company. In connection with the Business Combination, BioTE Medical, LLC (“Biote Medical”), a subsidiary of Biote, has entered into a debt commitment letter with Truist Bank and Truist Securities, Inc. to obtain (i) a $50,000,000 senior secured revolving credit facility in favor of Biote Medical and (ii) a $125,000,000 senior secured term loan A facility in favor of Biote Medical (together, the “Debt Facilities,” and any such financing, together with any alternative financing obtained by the Company, Biote or any Biote subsidiary, the “Debt Financing”). Each holder of phantom equity in any of Biote or its direct or indirect subsidiaries (each, a “Phantom Equity Holder”) has entered into a phantom equity acknowledgement (each, a “Phantom Equity Acknowledgement”) effective as of the Closing, which shall, among other things, confirm the number of shares of Class A common stock to be issued to such Phantom Equity Holder pursuant to the B Pursuant to the Business Combination Agreement, subject to the satisfaction or waiver of certain conditions set forth therein, at the time of the Closing, (x) in exchange for the Closing Biote Units (as defined below), the Company will transfer cash in an amount equal to (i) the cash in the trust account and any cash held by the Company outside of the trust account, less (ii) the amounts required by the redemptions of Class A common stock by the public stockholders, plus (iii) the aggregate proceeds to be received by the Company pursuant to any Equity Financing, (y) the Biote Companies will receive the aggregate proceeds from the Debt Financing (the aggregate amounts described in (x) and (y), the “Closing Date Cash”) in accordance with and in the priority set forth in the Business Combination Agreement and as described further below, and (z) the Company will issue to Biote a number of shares of its Class V common stock, par value $0.0001 per share (the “Class V Voting Stock”) equal to the number of Retained Biote Units (as defined below), which will entitle the holder thereof to one vote per share but no right to dividends or distributions. Biote will immediately thereafter distribute the Class V Voting Stock to its Members pursuant to the Biote A&R OA. The “Cash Consideration” will be equal to the portion of the aggregate consideration paid or payable to the Gary S. Donovitz 2012 Irrevocable Trust (the “Selling Member”) that is paid in cash, which amount shall in no event exceed $199,000,000. At the Closing and in consideration for the acquisition of Biote Units by the Company, the Company and the Biote Companies will, subject to the Business Combination Agreement and the Trust Agreement (as defined in the Business Combination Agreement), disburse the Closing Date Cash for the following purposes and in the following order of priority: (a) first, payment of unpaid Transaction Expenses (as defined in the Business Combination Agreement), (b) second, payment to Biote (for use by the Biote Companies) in the amount of $75,000,000, (c) third, payment of Cash Consideration to the Selling Member in the amount of $50,000,000, (d) fourth, payment to Biote (for use by the Biote Companies) in the amount of $75,000,000, (e) fifth, payment of Cash Consideration to the Selling Member in the amount of $75,000,000, (f) sixth, payment to Biote and the Selling Member such that Biote and the Selling Member receive 37.8% and 62.2%, respectively, of the remaining Closing Date Cash until Biote and the Selling Member have received aggregate payments pursuant to this clause (f) equal to $45,000,000 and $74,000,000, respectively, and (g) seventh, payment to Biote (for use by the Biote Companies). At the Closing, Biote will issue to the Company a number of Biote Units (the “Closing Biote Units”) equal to the aggregate number of shares of Class A common stock issued and outstanding as of immediately prior to the Closing (after giving effect to any redemptions of Class A common stock, any Equity Financing, the Class B Common Stock Conversion and the forfeiture of up to 793,750 shares of Class B common stock held by the S In connection with the Closing, on the date of the Closing (the “Closing Date”) (a) the Members on a pro rata basis will subject (i) 10,000,000 Retained Biote Units held by them (the “Member Earnout Units”) and (ii) 10,000,000 shares of Class V Voting Stock distributed to them by Biote (the “Earnout Voting Shares”), (b) the Sponsor will subject 1,587,500 shares of Class A common stock held by it after giving effect to the Class B Common Stock Conversion (the “Sponsor Earnout Shares”), and (c) the Company will subject a number of Biote Units equal to the number of Sponsor Earnout Shares (the “Sponsor Earnout Units,” and, together with the Sponsor Earnout Shares, the Earnout Voting Shares and the Member Earnout Units, the “Earnout Securities”), to certain restrictions and potential forfeiture pending the achievement (if any) of certain earnout targets pursuant to the terms of the Business Combination Agreement or the occurrence of a Change of Control (as defined in the Business Combination Agreement). The Earnout Securities will have voting rights but no right to dividends or distributions (except for certain tax distributions from Biote in accordance with the Biote A&R OA) until such restrictions and potential forfeiture have lapsed. One third of each of the Member Earnout Units, Earnout Voting Shares, Sponsor Earnout Shares and Sponsor Earnout Units will vest upon the occurrence of each of the following events: (i) the first time, prior to the five-year anniversary of the Closing Date (the “Earnout Deadline”), the volume-weighted average share price of the Class A common stock (the “VWAP”) equals or exceeds $12.50 per share for 20 Trading Days (as defined in the Business Combination Agreement) of any 30 consecutive Trading Day period following the Closing, (ii) the first time, prior to the Earnout Deadline, the VWAP equals or exceeds $15.00 per share for 20 Trading Days of any 30 consecutive Trading Day period following the Closing, and (iii) the first time, prior to the Earnout Deadline, the VWAP equals or exceeds $17.50 per share for 20 Trading Days of any 30 consecutive Trading Day period following the Closing. If a definitive agreement with respect to a Change of Control (as defined in the Business Combination Agreement) is entered into on or prior to the Earnout Deadline, then effective as of immediately prior to closing of such Change of Control, unless previously vested pursuant to clauses (i) through (iii) of the preceding sentence, each of the Member Earnout Units, Earnout Voting Shares, Sponsor Earnout Shares and Sponsor Earnout Units will vest. Assuming that none of the Company’s current stockholders exercise their right to redeem their shares of Class A common stock of the Company and Company Transaction Expenses (as defined in the Business Combination Agreement) equal $9,887,000, as of immediately following the Closing and without giving effect to the outstanding warrants to purchase Class A common stock or issuance of any shares under the Incentive Plan or biote Corp. 2022 Employee Stock Purchase Plan, but including the Earnout Securities, the Combined Company is expected to own, directly or indirectly, approximately 49.8% of the Biote Units and will control Biote as the sole manager of Biote in accordance with the terms of the Biote A&R OA and all remaining Biote Units will be owned by the Members. The Members are expected to hold a controlling interest in the Company after the Closing and will therefore have the ability to control Biote. Beginning on the six month anniversary of the Closing, each Retained Biote Unit held by the Members may be redeemed, together with one share of Class V Voting Stock and subject to certain conditions, in exchange for either one share of Class A common stock or in certain circumstances, at the election of the Company in its capacity as the sole manager of Biote, the cash equivalent of the market value of one share of Class A common stock, pursuant to the terms and conditions of the Biote A&R OA (such exchange rights, as further described in the Biote A&R OA, the “Exchange Rights”). Consummation of the Business Combination is subject to customary mutual conditions and covenants of the respective parties, including the receipt of the requisite approval of the Company’s stockholders. The Business Combination Agreement may be terminated at any time prior to the consummation of the Business Combination by mutual written consent of the Company and Biote and in certain other limited circumstances, including if the consummation of the Business Combination has not occurred on or before June 13, 2022. The Business Combination Agreement contains usual and customary representations and warranties for transactions of this nature by the parties thereto. The Business Combination Agreement has been approved by the Company’s board of directors, and the board has recommended that the Company’s stockholders adopt the Business Combination Agreement and approve the Business Combination. On February 11, 2022, the Company filed a preliminary proxy statement with the SEC setting forth all of the above information and inviting the Company’s stockholders to attend the special meeting in lieu of the 2022 annual meeting of the stockholders to approve, among other things, the Business Combination Agreement and the Business Combination. On May 5, 2022, the Company filed a definitive proxy statement with the SEC setting forth all of the above information and inviting the Company’s stockholders to attend the special meeting in lieu of the 2022 annual meeting of the stockholders on May 24, 2022, at 10:00 a.m., Eastern time, to approve, among other things, the Business Combination Agreement and the Business Combination. Other Agreements - Business Combination The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following: Tax Receivable Agreement Simultaneously with the Closing, the Company, BioTE, the Members and the Members’ Representative will enter into a tax receivable agreement (the “Tax Receivable Agreement”), which will provide for, among other things, payment by the Company to the Members of 85% of the U.S. federal, state and local income tax savings realized by the Company as a result of the increases in tax basis and certain other tax benefits related to the transactions contemplated under the Business Combination Agreement and the exchange of Retained BioTE Units for Class A Common Stock or cash. Second Amended and Restated Certificate of Incorporation of the Company and Amended and Restated Bylaws of the Company In connection with the Closing, the Company will amend and restate (i) subject to receipt of Company Stockholder Approval, its current Certificate of Incorporation by adopting the Second Amended and Restated Certificate of Incorporation of the Company (the “Second A&R Certificate of Incorporation”) and (ii) the current Bylaws of the Company by adopting the Amended and Restated Bylaws of Company (the “A&R Bylaws”), to establish a structure containing Class A Common Stock, which will carry such economic and voting rights as set forth in the Second A&R Certificate of Incorporation and A&R Bylaws, and Class V Voting Stock, which will carry only such voting rights as set forth in the Second A&R Certificate of Incorporation and A&R Bylaws. Second Amended and Restated Operating Agreement of Biote At the Closing, the Combined Company, Biote and the Members will enter into the Biote A&R OA, which will, among other things, permit the issuance and ownership of Biote Units as contemplated to be issued and owned upon the consummation of the Business Combination, designate the Combined Company as the sole manager of Biote, provide for the Exchange Rights, set forth the rights and preferences of the Biote Units, and establish the ownership of the Biote Units by the persons or entities indicated in the Biote A&R OA. Sponsor Letter In connection with the execution of the Business Combination Agreement, certain of the Company’s officers and directors, the Company, the Sponsor, Biote and the Members’ Representative entered into a letter agreement (the “Sponsor Letter”), pursuant to which, among other things, the Sponsor agreed to (i) vote, at any duly called meeting of stockholders of the Company, in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) subject to certain exceptions, not to effect any sale or distribution of any of its shares of Class B common stock or private placement warrants and (iii) waive any and all anti-dilution rights described in the amended and restated certificate of incorporation or otherwise with respect to the shares of Class B common stock held by the Sponsor that may be implicated by the Business Combination such that the Class B Common Stock Conversion will occur as discussed herein. Investor Rights Agreement At the Closing, the Company, the Members, the Sponsor, the Members’ Representative and certain other parties will enter into an Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which, among other things, (i) the Registration Rights Agreement, dated as of March 1, 2021, entered into in connection with the Company’s Initial Public Offering will be terminated, (ii) the lock-up lock-up The Trust Account The proceeds held in the Trust Account are invested only in U.S. government treasury bills with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 The Company’s certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Public Shares sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of such shares of Class A common stock if it does not complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering; and (iii) the redemption of 100 % of the shares of Class A common stock included in the Units being sold in the Initial Public Offering if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering (subject to the requirements of law). The proceeds held in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. During the three months ended March 31, 2022, the Company used interest income from the Trust Account in the amount of $63,747 to pay taxes. Indemnity 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 (i) $10.00 per Public Share or (ii) 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. 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 underwriter of the Initial Public Offering against certain liabilities, including liabilities under 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, prospective target businesses or other entities with which the Company does business (except for the Company’s independent registered public accountant), execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration As of March 31, 2022, the Company had $67,898 in cash held outside of the Trust Account and working capital deficit of $2,811,153 (excluding franchise tax payable). The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above and potential Working Capital Loans, as discussed in Note 5. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period, which will end on March 4, 2023, at which time the Company will cease all operations except for the purpose of liquidating, or if the Sponsor will commit to the Working Capital Loans, by which, in February 2022, the Company entered into a promissory note with the Sponsor in the amount of $350,000 (see Note 5). The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the recent invasion of Ukraine by Russia in February 2022. In response to such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. In addition, the recent invasion of Ukraine by Russia, and the impact of sanctions against Russia and the potential for retaliatory acts from Russia, could result in increased cyber-attacks against U.S. companies. Management continues to evaluate the impacts 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 of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations 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 comprehensive 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 condensed financial statements should be read in conjunction with the Company’s Form 10-K th 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 auditor 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 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, liabilities, and expenses, and disclosure of contingent assets, liabilities, and expenses at the date of the condensed financial statements. 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 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, 2022 or December 31, 2021. Investments Held in Trust Account At March 31, 2022 and December 31, 2021, the assets held in the Trust Account were invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Such trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in net gain (loss) on investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Class A Common Stock Subject to Possible Redemption All of the 31,750,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, 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 As of March 31, 2022 and December 31 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds from the Initial Public Offering $ 317,500,000 Less: Proceeds allocated to Public Warrants (16,748,125 ) Issuance costs allocated to Class A common stock (17,019,720 ) Plus: Accretion of carrying value to redemption value 33,767,845 Class A common stock subject to possible redemption $ 317,500,000 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 of other offering costs). As such, during the three months ended March 31, 2021, the Company recorded of offering costs as a reduction of temporary equity in connection with the shares of Class A common stock included in the Units, and the Company expensed 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 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 stock, 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 non-cash Working Capital Loans - Related Party The Company accounts for the Working Capital Loans under ASC 815. The Company has made the election under 815-15-25 to account for the notes under the fair value option. Using the fair value option, the Working Capital Loans are required to be recorded at their initial fair value on the date of issuance, and each balance sheet thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the condensed statement of operations. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740—Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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 Interim income taxes are based on the estimated expected tax rate for the year. During the three months ended March 31, 2022 and 2021, the Company recorded no income tax expense. The Company’s effective tax rate for the three months ended March 31, 2022 and 2021 was 0%, which differs from the statutory income tax rate of 21% due to the change in fair value of the warrant liabilities and the change in valuation allowance. Net Income (Loss) Per Share of Common Stock Net income (loss) per common share is computed by dividing net earnings or losses by the weighted-average number of shares of common stock outstanding during the period (for all periods during which these shares were subject to forfeiture, the calculation of weighted average shares outstanding excludes an aggregate of 1,125,000 shares held by the Sponsor that were subject to forfeiture to the extent that the underwriter’s over-allotment was not exercised in full). Net income (loss) is allocated between Class A and Class B shares based on weighted average shares outstanding. The Company has not considered the effect of the Warrants sold in the Initial Public Offering and private placement, along with the warrants issuable upon conversion of the Working Capital Loan (as defined in Note 5) to purchase an aggregate of 13,643,384 shares in the calculation of diluted income (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 calculation does not include the remeasurement of Class A common stock to possible redemption amount because redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except share amounts): Three Months Ended March 31 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Net income (loss) $ 939,586 $ 234,896 $ (2,187,957 ) $ (1,755,417 ) Denominator: Basic and diluted weighted average shares outstanding 31,750,000 7,937,500 9,505,556 7,626,389 Basic and diluted net income (loss) per share $ 0.03 $ 0.03 $ (0.23 ) $ (0.23 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration 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 and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheets for cash, prepaid expenses, accrued expense, and franchise tax payable approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. 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 financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Public Offering [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-fourth In addition, the 8,625,000 shares of Class B common stock of the Company (the “Founder Shares”) held by the Sponsor (prior to the exercise of the over-allotment) included an aggregate of up to 1,125,000 Founder Shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full, so that the Sponsor would own 20% of issued and outstanding common stock after the Initial Public Offering. As a result of the partial exercise of the over-allotment option to purchase 1,750,000 Units, the Sponsor forfeited 687,500 Founder Shares on March 5, 2021 in order to maintain ownership of 20% of issued and outstanding shares of the Company. The Founder Shares forfeited by the Sponsor were cancelled by the Company. |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,333,333 warrants at a price of $1.50 per warrant in a private placement (the “Private Placement Warrants”), generating proceeds of $8,000,000 in the aggregate. On March 4, 2021, the underwriters notified the Company of their intention to exercise the over-allotment option in part, resulting in the Sponsor paying an aggregate of $350,000 in exchange for an additional 233,333 Private Placement Warrants. 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 sale of the Private Placement Warrants were added to the net 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 from 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. The excess of fair value of the Private Placement Warrants over the cash received for such warrants totaled $3,507,000, which was expensed at the date of the Initial Public Offering. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. |
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 In July 2020, the Company issued an aggregate of 8,625,000 shares of Class B common stock to the Sponsor (“Founder Shares”) for an aggregate purchase price of $25,000. The Founder Shares will automatically convert into Class A common stock upon the consummation of the Initial Business Combination on a one-for-one The Initial Stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Pursuant to the letter agreement, the Sponsor, officers and directors have agreed to vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the Initial Business Combination. Administrative Services Agreement The Company entered into an agreement whereby, commencing on March 4, 2021 through the earlier of the consummation of the Initial Business Combination or the Company’s liquidation, the Company will pay the Sponsor a monthly fee of $20,000 for office space, utilities and administrative support. The total amounts of administrative service fees expensed for the three months ended March 31, 2022 and March 31, 202 1 Accrued Expenses – Related Party Accrued expenses – related party consists of accrued monthly Administrative Services Agreement fees (as noted in the Administrative Services Agreement section above) that have not yet been paid, as well as amounts due to the Company’s Sponsor for franchise taxes paid on behalf of the Company. These amounts are payable when invoiced. Promissory Note – Related Party On July 6, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest Related Party Loans In order to finance transaction costs in connection with the Initial Business Combination, the Sponsor, the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (the “Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of the Initial Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into warrants at a price of $1.50 per warrant that would be identical to Placement Warrants, including as to exercise price, exercisability and exercise period. On February 28, 2022, the Company entered into a Working Capital Loan with the Sponsor (the “Sponsor Working Capital Loan”) in the amount of $350,000, pursuant to which the Company received proceeds of $208,827 , during the three months ended March 31, 2022. The Sponsor Working Capital Loan is non-interest per warrant. The warrants would be identical to the Private Placement Warrants. Using the fair value option, the Working Capital Loans are required to be recorded at their initial fair value on the date of issuance, and each balance sheet thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the statement of operations. The fair value of the Working Capital Loan was estimated to be at initial measurement. The fair value of the Working Capital Loan was estimated to b |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of Founder Shares, Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. The holders of Founder Shares, Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans will not be able to sell these securities until the termination of the applicable lock-up Underwriting Agreement The underwriters were paid a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Initial Public Offering and over-allotment of $317,500,000, or $6,350,000. In addition, the underwriters have earned an additional three and one half percent (3.50%) on $317,500,000 of the gross proceeds of the Initial Public Offering and over-allotment, or $11,112,500 (“Deferred Underwriting Commission”) that will be paid upon consummation of the Company’s Initial Business Combination. This commitment of $11,112,500 has been recorded as deferred underwriting fee payable on the balance sheet as of March 31, 2022 and December 31, 2021. The underwriting agreement provides that the Deferred Underwriting Commission will be waived by the underwriter if the Company does not complete its Initial Business Combination. Placement and Advisory Fees On September 9, 2021, the Company entered into an agreement (which was amended on November 1, 2021) with an advisor for placement and advisory services in connection with the Business Combination. The agreement calls for the Company to pay the advisor an amount of $3,000,000 only upon the closing of the Business Combination. On September 12, 2021, the Company entered into an agreement with a second advisor for placement and advisory services in connection with the Business Combination. The agreement calls for the Company to pay the advisor an amount of $6,500,000 only upon the closing of the Business Combination. On September 30, 2021, the Company entered into an agreement with a third advisor for placement and advisory services in connection with the Business Combination. In exchange for such services, the Company will pay the M&A advisor an amount of $4,000,000 upon successful completion of the Business Combination. On November 4, 2021, the Company entered into an agreement with a fourth advisor for placement and advisory services in connection with the Business Combination. The agreement calls for the Company to pay the advisor an amount equal to the greater of 4.0% of the total gross proceeds received by the Company from the sale of securities from investors first introduced to the Company by the advisor, or $200,000 payable only upon the closing of the Business Combination. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 7. WARRANTS Redeemable Warrants Each whole Redeemable Warrant is exercisable to purchase one share of Class A common stock and only whole warrants are exercisable. The Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering. Each whole Redeemable Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants were issued upon separation of the units and only whole warrants were traded, requiring a purchase of at least four units to receive or trade a whole warrant. The warrants will expire five years after the completion of the Initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. If the shares issuable upon exercise of the warrants are not registered under the Securities Act within 60 business days following the Initial Business Combination, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. In the event that the conditions in the immediately preceding sentence are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Initial Business Combination, the Company will use its reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to cause the same to become effective within 60 business days following its Initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies 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 so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may call the warrants for redemption: • 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 (the “30-day • if, and only if, the closing price of shares of our Class A common stock equals or exceeds $10.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading 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 the Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (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, inclusive of interest earned on equity held in trust, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Initial Business Combination is consummated (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 $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Private Placement Warrants The Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at a price of $1.50 per whole warrant in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Subsequently, the Sponsor purchased an additional 233,333 Private Placement Warrants for an aggregate purchase price of $350,000 in conjunction with the partial exercise of the underwriters’ overallotment option. Each whole Private Placement Warrant is exercisable for one share of the Company’s Class A common stock at a price of $11.50 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering and held in the Trust Account. If the Initial Business Combination is not completed within 24 months from the closing of the Initial Public Offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account 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. The Private Placement Warrants will be non-redeemable The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or saleable until 30 days after the completion of the Initial Business Combination and they will not be redeemable so long as they are held by the Company’s Sponsor or its permitted transferees. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Redeemable Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Redeemable Warrants. If holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that the Company has agreed that these warrants will be exercisable on a cashless basis so long as they are held by the Sponsor, or its permitted transferees is because it is not known at this time whether they will be affiliated with us following the Initial Business Combination. If they remain affiliated with the Company, their ability to sell the Company’s securities in the open market will be significantly limited. The Company expects to have policies in place that prohibit insiders from selling the Company’s securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell the Company’s securities, an insider cannot trade in the Company’s securities if he or she is in possession of material non-public The Company’s Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants (including the Class A common stock issuable upon exercise of any of these warrants) until the date that is 30 days after the date the Company completes its Initial Business Combination. At March 31, 2022 and December 31, 2021, there were 7,937,500 Public Warrants and 5,566,666 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to their fair value. The warrant liabilities are subject to re-measurement re-measurement, |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 8. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred stock Class A common stock Class B common stock 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 shareholders except as required by law. Prior to an initial Business Combination, holders of Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of an initial Business Combination, or earlier at the option of the holder, on a one-for-one as-converted one-for-one |
Fair value measurements
Fair value measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets 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 Amount at Fair Value Level 1 Level 2 Level 3 March 31, 2022 Assets Investments held in Trust Account: Money Market investments $ 317,582,318 $ 317,582,318 $ — $ — Liabilities Warrant liability – Public Warrants $ 4,365,625 $ 4,365,625 $ — $ — Warrant liability – Private Placement Warrants $ 3,061,666 $ — $ — $ 3,061,666 Convertible promissory note - related party $ 72,800 $ — $ — $ 72,800 December 31, 2021 Assets Investments held in Trust Account: Money Market investments $ 317,581,791 $ 317,581,791 $ — $ — Liabilities Warrant liability – Public Warrants $ 5,715,000 $ 5,715,000 $ — $ — Warrant liability – Private Placement Warrants $ 4,063,666 $ — $ — $ 4,063,666 The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of March 31, 2022 and December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker HYACW. The quoted price of the Public Warrants, on NASDAQ, beginning on April 29, 2021, was $0.55 and $0.72 per warrant as of March 31, 2022 and December 31, 2021, respectively. The Company utilizes a Black-Scholes Option Pricing Model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the condensed statements of operations. The estimated fair value of the Private Placement warrant liability is determined using Level 3 inputs. Inherent in a binomial lattice model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The aforementioned warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in April 2021 after the Public Warrants were separately listed and traded. The following table provides the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants: At March 4, 2021 (Initial Measurement) Stock Price on Valuation Date $ 10.00 Strike price (Exercise Price per Share) $ 11.50 Probability of completing a Business Combination 85.0 % Term (in years) 6.6 Volatility 4% pre-merger/34% post-merger Risk-free rate 1.1 % Fair value per warrant $ 2.11 The following table provides the significant inputs to the Modified Black Scholes model for the fair value of the Private Placement Warrants: As of March 31, 2022 As of December 31, 2021 Stock price $ 9.88 $ 9.80 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination N/A * N/A * Dividend yield — % — % Term (in years) 5.3 5.8 Volatility 7.3 % 11.3 % Risk-free rate 2.4 % 1.3 % Fair value per warrant $ 0.55 $ 0.73 * The probability of completing a Business Combination is considered within the volatility implied by the traded price of the Public Warrants which is used to value the Private Placement Warrants. The convertible promissory note - related party was valued using a Black-Scholes method, which is considered to be a Level 3 fair value measurement. The estimated fair value of each draw of the convertible promissory note - related party was based on the following significant inputs: As of March 31, As of February 14, 2022 (Initial Measurement) As of February 9, (Initial Measurement) As of February 4, (Initial Measurement) Warrant price $ 0.55 $ 0.36 $ 0.44 $ 0.47 Conversion price $ 1.50 $ 1.50 $ 1.50 $ 1.50 Expected term 0.3 0.4 0.4 0.4 Warrant volatility 123.0 % 91.0 % 89.0 % 89.0 % Risk free rate 0.5 % 0.6 % 0.4 % 0.4 % Discount rate 9.9 % 9.8 % 9.9 % 9.9 % Probability of completing initial Business Combination 35 % 35 % 35 % 35 % Fair value convertible promissory note - related party $ 72,800 $ 14,800 $ 27,600 $ 29,600 The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: Fair value as of December 31, 2020 $ — Initial measurement of Public Warrants and Private Placement Warrants as of March 4, 2021 27,185,000 Additional warrants issued in over-allotment 1,420,125 Transfer of Public Warrants to Level 1 measurement (16,748,125 ) Change in valuation inputs or other assumptions (7,793,334 ) Fair value as of December 31, 2021 4,063,666 Initial measurement of draw on convertible promissory note - related party on February 4, 2022 29,600 Initial measurement of draw on convertible promissory note - related party on February 9, 2022 27,600 Initial measurement of draw on convertible promissory note - related party on February 14, 2022 14,800 Change in valuation inputs or other assumptions (1,001,200 ) Fair value as of March 31, 2022 $ 3,134,466 The Company recognized gains in connection with changes in the fair value of warrant liabilities of $2,351,375 and $619,543 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than those identified below, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the condensed financial statements. On May 5, 2022, the Company filed a definitive proxy statement with the SEC setting forth all of the information relating to the Business Combination, as disclosed in Note 1, and inviting the Company’s stockholders to attend the special meeting in lieu of the 2022 annual meeting of the stockholders on May 24, 2022, at 10:00 a.m., Eastern time, to approve, among other things, the Business Combination Agreement and the Business Combination. |
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 of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations 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 comprehensive 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 condensed financial statements should be read in conjunction with the Company’s Form 10-K th |
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 auditor 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 |
Use of Estimates | 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, liabilities, and expenses, and disclosure of contingent assets, liabilities, and expenses at the date of the condensed financial statements. 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 events. 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 or December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account At March 31, 2022 and December 31, 2021, the assets held in the Trust Account were invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Such trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in net gain (loss) on investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 31,750,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, 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 As of March 31, 2022 and December 31 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds from the Initial Public Offering $ 317,500,000 Less: Proceeds allocated to Public Warrants (16,748,125 ) Issuance costs allocated to Class A common stock (17,019,720 ) Plus: Accretion of carrying value to redemption value 33,767,845 Class A common stock subject to possible redemption $ 317,500,000 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 of other offering costs). As such, during the three months ended March 31, 2021, the Company recorded of offering costs as a reduction of temporary equity in connection with the shares of Class A common stock included in the Units, and the Company expensed |
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 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 stock, 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 non-cash Working Capital Loans - Related Party The Company accounts for the Working Capital Loans under ASC 815. The Company has made the election under 815-15-25 to account for the notes under the fair value option. Using the fair value option, the Working Capital Loans are required to be recorded at their initial fair value on the date of issuance, and each balance sheet thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the condensed statement of operations. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740—Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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 Interim income taxes are based on the estimated expected tax rate for the year. During the three months ended March 31, 2022 and 2021, the Company recorded no income tax expense. The Company’s effective tax rate for the three months ended March 31, 2022 and 2021 was 0%, which differs from the statutory income tax rate of 21% due to the change in fair value of the warrant liabilities and the change in valuation allowance. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock Net income (loss) per common share is computed by dividing net earnings or losses by the weighted-average number of shares of common stock outstanding during the period (for all periods during which these shares were subject to forfeiture, the calculation of weighted average shares outstanding excludes an aggregate of 1,125,000 shares held by the Sponsor that were subject to forfeiture to the extent that the underwriter’s over-allotment was not exercised in full). Net income (loss) is allocated between Class A and Class B shares based on weighted average shares outstanding. The Company has not considered the effect of the Warrants sold in the Initial Public Offering and private placement, along with the warrants issuable upon conversion of the Working Capital Loan (as defined in Note 5) to purchase an aggregate of 13,643,384 shares in the calculation of diluted income (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 calculation does not include the remeasurement of Class A common stock to possible redemption amount because redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except share amounts): Three Months Ended March 31 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Net income (loss) $ 939,586 $ 234,896 $ (2,187,957 ) $ (1,755,417 ) Denominator: Basic and diluted weighted average shares outstanding 31,750,000 7,937,500 9,505,556 7,626,389 Basic and diluted net income (loss) per share $ 0.03 $ 0.03 $ (0.23 ) $ (0.23 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration 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 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 Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheets for cash, prepaid expenses, accrued expense, and franchise tax payable approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Recent Accounting Standards | 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 financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Basic And Diluted Net Income | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except share amounts): Three Months Ended March 31 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Net income (loss) $ 939,586 $ 234,896 $ (2,187,957 ) $ (1,755,417 ) Denominator: Basic and diluted weighted average shares outstanding 31,750,000 7,937,500 9,505,556 7,626,389 Basic and diluted net income (loss) per share $ 0.03 $ 0.03 $ (0.23 ) $ (0.23 ) |
Summary of Class A Ordinary Shares Reflected in the Condensed Balance Sheets are Reconciled | As of March 31, 2022 and December 31 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds from the Initial Public Offering $ 317,500,000 Less: Proceeds allocated to Public Warrants (16,748,125 ) Issuance costs allocated to Class A common stock (17,019,720 ) Plus: Accretion of carrying value to redemption value 33,767,845 Class A common stock subject to possible redemption $ 317,500,000 |
Fair value measurements (Tables
Fair value measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Summary financial assets measured at fair value on a recurring basis | The following table presents information about the Company’s financial assets 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 Amount at Fair Value Level 1 Level 2 Level 3 March 31, 2022 Assets Investments held in Trust Account: Money Market investments $ 317,582,318 $ 317,582,318 $ — $ — Liabilities Warrant liability – Public Warrants $ 4,365,625 $ 4,365,625 $ — $ — Warrant liability – Private Placement Warrants $ 3,061,666 $ — $ — $ 3,061,666 Convertible promissory note - related party $ 72,800 $ — $ — $ 72,800 December 31, 2021 Assets Investments held in Trust Account: Money Market investments $ 317,581,791 $ 317,581,791 $ — $ — Liabilities Warrant liability – Public Warrants $ 5,715,000 $ 5,715,000 $ — $ — Warrant liability – Private Placement Warrants $ 4,063,666 $ — $ — $ 4,063,666 |
Summary of changes in the fair value of warrant liabilities | The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: Fair value as of December 31, 2020 $ — Initial measurement of Public Warrants and Private Placement Warrants as of March 4, 2021 27,185,000 Additional warrants issued in over-allotment 1,420,125 Transfer of Public Warrants to Level 1 measurement (16,748,125 ) Change in valuation inputs or other assumptions (7,793,334 ) Fair value as of December 31, 2021 4,063,666 Initial measurement of draw on convertible promissory note - related party on February 4, 2022 29,600 Initial measurement of draw on convertible promissory note - related party on February 9, 2022 27,600 Initial measurement of draw on convertible promissory note - related party on February 14, 2022 14,800 Change in valuation inputs or other assumptions (1,001,200 ) Fair value as of March 31, 2022 $ 3,134,466 |
Convertible Promissory Note [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Summary of the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants | As of March 31, As of February 14, 2022 (Initial Measurement) As of February 9, (Initial Measurement) As of February 4, (Initial Measurement) Warrant price $ 0.55 $ 0.36 $ 0.44 $ 0.47 Conversion price $ 1.50 $ 1.50 $ 1.50 $ 1.50 Expected term 0.3 0.4 0.4 0.4 Warrant volatility 123.0 % 91.0 % 89.0 % 89.0 % Risk free rate 0.5 % 0.6 % 0.4 % 0.4 % Discount rate 9.9 % 9.8 % 9.9 % 9.9 % Probability of completing initial Business Combination 35 % 35 % 35 % 35 % Fair value convertible promissory note - related party $ 72,800 $ 14,800 $ 27,600 $ 29,600 |
Public Warrants | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Summary of the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants | The following table provides the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants: At March 4, 2021 (Initial Measurement) Stock Price on Valuation Date $ 10.00 Strike price (Exercise Price per Share) $ 11.50 Probability of completing a Business Combination 85.0 % Term (in years) 6.6 Volatility 4% pre-merger/34% post-merger Risk-free rate 1.1 % Fair value per warrant $ 2.11 The following table provides the significant inputs to the Modified Black Scholes model for the fair value of the Private Placement Warrants: As of March 31, 2022 As of December 31, 2021 Stock price $ 9.88 $ 9.80 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination N/A * N/A * Dividend yield — % — % Term (in years) 5.3 5.8 Volatility 7.3 % 11.3 % Risk-free rate 2.4 % 1.3 % Fair value per warrant $ 0.55 $ 0.73 |
Description of Organization a_2
Description of Organization and Business Operations And Liquidity - Additional Information (Detail) - USD ($) | Mar. 04, 2023 | Dec. 13, 2021 | Mar. 05, 2021 | Mar. 04, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Feb. 28, 2022 | Dec. 31, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Entity incorporation date | Jul. 6, 2020 | |||||||
Stock issued during period shares | 31,750,000 | |||||||
Proceeds from issuance of IPO | $ 0 | $ 311,150,000 | ||||||
Payments to acquire restricted investments | $ 317,500,000 | |||||||
Share price | $ 10 | |||||||
Restricted investments term | 185 days | |||||||
Cash | $ 67,898 | $ 130,359 | ||||||
Percentage of public shares to be redeemed on non completion of business combination | 100.00% | |||||||
Lock in period for redemption of public shares after closing of IPO | 24 months | |||||||
Working capital | $ 2,811,153 | |||||||
Realized gain on investments held in Trust Account | 63,747 | |||||||
Senior Secured Revolving Credit Facility [Member] | Debt Commitment Letter [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 50,000,000 | |||||||
Senior Secured Term Loan A Facility [Member] | Debt Commitment Letter [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Debt face amount | $ 125,000,000 | |||||||
Business Combination [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Share price | $ 10 | |||||||
Business combination transaction expenses | $ 9,887,000 | |||||||
Percentage of interest own directly or indirectly | 49.80% | |||||||
Business Combination [Member] | Share Price Equals Or Exceeds Twelve Point Five Per Share [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Share price | $ 12.50 | |||||||
Common Stock Transfers Threshold Trading Days | 20 days | |||||||
Number of consecutive trading days for determining the share price. | 30 days | |||||||
Business Combination [Member] | Share Price Equals Or Exceeds Fifteen Per Share [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Share price | $ 15 | |||||||
Common Stock Transfers Threshold Trading Days | 20 days | |||||||
Number of consecutive trading days for determining the share price. | 30 days | |||||||
Business Combination [Member] | Share Price Equals Or Exceeds Seventeen Point Five Per Share [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Share price | $ 17.50 | |||||||
Common Stock Transfers Threshold Trading Days | 20 days | |||||||
Number of consecutive trading days for determining the share price. | 30 days | |||||||
Business Combination [Member] | Business Combination Agreement [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Business combination consideration transferred | $ 555,000,000 | |||||||
Biote [Member] | Priority One [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Business combination, consideration in cash | $ 75,000,000 | |||||||
Biote [Member] | Priority Three [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Business combination, consideration in cash | $ 75,000,000 | |||||||
Biote [Member] | Priority Four [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 37.80% | |||||||
Biote [Member] | Priority Five [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Business combination, consideration in cash | $ 45,000,000 | |||||||
Selling [Member] | Priority Two [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Business combination, consideration in cash | 50,000,000 | |||||||
Selling [Member] | Priority Four [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Business combination, consideration in cash | $ 75,000,000 | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 62.20% | |||||||
Selling [Member] | Priority Six [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Business combination, consideration in cash | $ 74,000,000 | |||||||
Other Business Combination [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Income tax percentage of federal state and local income tax savings | 85.00% | |||||||
US Treasury and Government [Member] | Other Business Combination [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Restricted investments term | 180 days | |||||||
Forecast [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Dissolution expense | $ 100,000 | |||||||
Minimum [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Percentage of fair market value of target business to asset held in trust account | 80.00% | |||||||
Net tangible assets required for consummation of business combination | $ 5,000,001 | |||||||
Minimum cash for forfeiture of shares | $ 206,400,000 | |||||||
Sponsor [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Shares subject to forfeiture | 1,125,000 | |||||||
Percentage of shares held to total shares outstanding | 20.00% | |||||||
Number of shares forfeited during the period | 793,750 | |||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Debt face amount | $ 350,000 | |||||||
Private Placement Warrants [Member] | Sponsor [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Proceeds from issuance of warrants | $ 8,000,000 | |||||||
Class of warrant or right, issued during the period | 5,333,333 | |||||||
Class of warrant or right, issue price | $ 1.50 | |||||||
Class A Common Stock [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Proceeds from issuance of IPO | $ 317,500,000 | |||||||
Common stock, conversion basis | one vote | |||||||
Class A Common Stock [Member] | Business Combination [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Share price | $ 10 | |||||||
Common Class B [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Common stock, conversion basis | one vote | |||||||
Class B Common Stock Conversion [Member] | Amended And Restated Certificate Of Incorporation [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Common stock, conversion basis | one-for-one basis | |||||||
Common Class V [Member] | Business Combination [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Business Acquisition, Share Price | $ 0.0001 | |||||||
Business combination, consideration in cash | $ 199,000,000 | |||||||
Business combination transaction expenses | $ 555,000,000 | |||||||
Member Earn Out Units [Member] | Business Combination [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 10,000,000 | |||||||
Earnout Voting Shares [Member] | Business Combination [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Business combination, consideration through equity value | $ 10,000,000 | |||||||
Sponsor Earn Out Shares [Member] | Business Combination [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,587,500 | |||||||
IPO [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Proceeds from issuance of IPO | $ 317,500,000 | |||||||
IPO [Member] | Class A Common Stock [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Stock issued during period shares | 30,000,000 | |||||||
Shares issued price per share | $ 10 | |||||||
Proceeds from issuance of IPO | $ 300,000,000 | |||||||
Over-Allotment Option [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Stock issued during period shares | 233,333 | |||||||
Payments to acquire restricted investments | $ 17,500,000 | |||||||
Deferred underwriting discount | 612,500 | |||||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | Sponsor [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Proceeds from issuance of warrants | $ 350,000 | |||||||
Class of warrant or right, issued during the period | 233,333 | |||||||
Class of warrant or right, issue price | $ 1.50 | |||||||
Over-Allotment Option [Member] | Class A Common Stock [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Stock issued during period shares | 1,750,000 | |||||||
Shares issued price per share | $ 10 | |||||||
Proceeds from issuance of IPO | $ 17,500,000 | |||||||
Over-Allotment Option [Member] | Common Class B [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Shares subject to forfeiture | 687,500 | |||||||
Private Placement [Member] | Class A Common Stock [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Sale of stock number of shares issue | 100,000,000 | |||||||
Sale of stock price per share | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule Of Basic And Diluted Net Income (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net income (loss) | $ 1,174,482 | $ (3,943,374) |
Common Class A [Member] | ||
Numerator: | ||
Net income (loss) | $ 939,586 | $ (2,187,957) |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 31,750,000 | 9,505,556 |
Basic and diluted net income (loss) per share | $ 0.03 | $ (0.23) |
Common Class B [Member] | ||
Numerator: | ||
Net income (loss) | $ 234,896 | $ (1,755,417) |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 7,937,500 | 7,626,389 |
Basic and diluted net income (loss) per share | $ 0.03 | $ (0.23) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
FDIC Insured Amount | $ 250,000 | ||
Unrecognized Tax Benefits | 0 | $ 0 | |
Accrued for interest and penalties | 0 | 0 | |
Stock issuance Costs | 17,986,366 | ||
Payments for underwriting expense | 6,350,000 | ||
Deferred underwriting fees | 11,112,500 | ||
Other offering costs | 523,866 | ||
Cash Equivalents | $ 0 | $ 0 | |
Stock issued during period, shares, new issues | 31,750,000 | ||
Effective Income Tax Rate Reconciliation, Percent | 0.00% | 21.00% | |
Sponsor [Member] | |||
Shares Subject To Forfeiture | 1,125,000 | ||
Warrant [Member] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 13,643,384 | ||
Public Warrants [Member] | |||
Offering Costs | $ 966,646 | ||
Class A Common Stock [Member] | |||
Offering Costs | $ 17,019,720 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Class A Ordinary Shares Reflected in the Condensed Balance Sheets are Reconciled (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Gross proceeds from the Initial Public Offering | $ 0 | $ 311,150,000 | |
Class A common stock subject to possible redemption | 317,500,000 | $ 317,500,000 | |
Common Class A [Member] | |||
Gross proceeds from the Initial Public Offering | 317,500,000 | ||
Proceeds allocated to Public Warrants | (16,748,125) | ||
Issuance costs allocated to Class A common stock | (17,019,720) | ||
Accretion of carrying value to redemption value | 33,767,845 | ||
Class A common stock subject to possible redemption | $ 317,500,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Mar. 05, 2021 | Mar. 04, 2021 | Jul. 31, 2020 | Jun. 11, 2019 | Mar. 31, 2022 | Dec. 31, 2021 |
Stock issued during period shares | 31,750,000 | |||||
Class A Common Stock [Member] | ||||||
Temporary equity shares outstanding | 31,750,000 | 31,750,000 | ||||
Founder Shares [Member] | Class B Common Stock [Member] | ||||||
Stock issued during period shares | 8,625,000 | 8,625,000 | ||||
Sponsor [Member] | ||||||
Percentage of minimum shares to be maintained | 20.00% | |||||
Shares subject to forfeiture | 1,125,000 | |||||
Sponsor [Member] | Founder Shares [Member] | Class B Common Stock [Member] | ||||||
Temporary equity shares outstanding | 1,125,000 | |||||
Redeemable Warrant [Member] | ||||||
Description of number of securities in each warrant | Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant (“Redeemable Warrant”). | |||||
Requisites for warrants to become exercisable | The Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering. | |||||
IPO [Member] | ||||||
Capital units sold | 30,000,000 | |||||
Price per capital unit | $ 10 | |||||
IPO [Member] | Class A Common Stock [Member] | ||||||
Stock issued during period shares | 30,000,000 | |||||
Private Placement [Member] | ||||||
Exercise price of warrant | $ 11.50 | |||||
Over-Allotment Option [Member] | ||||||
Stock issued during period shares | 233,333 | |||||
Over-Allotment Option [Member] | Class A Common Stock [Member] | ||||||
Stock issued during period shares | 1,750,000 | |||||
Over-Allotment Option [Member] | Class B Common Stock [Member] | ||||||
Shares subject to forfeiture | 687,500 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Mar. 05, 2021 | Mar. 04, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Stock issued during period, shares, new issues | 31,750,000 | |||
Excess of private placement warrants fair value over purchase price | $ 0 | $ 3,507,000 | ||
Private Placement Warrants [Member] | ||||
Number of warrants or rights outstanding | 8,000,000 | |||
Sponse [Member] | ||||
Class of warrant or right, threshold period for exercise from date of closing public offering | 30 days | |||
Sponse [Member] | Private Placement Warrants [Member] | ||||
Number of warrants or rights outstanding | 5,566,666 | |||
Common Class A [Member] | ||||
Class of warrant or right, threshold period for exercise from date of closing public offering | 15 days | |||
Common Class A [Member] | Sponse [Member] | ||||
Class of warrant or right, threshold period for exercise from date of closing public offering | 30 days | |||
Private Placement Warrants [Member] | ||||
Stock issued during period, shares, new issues | 233,333 | 5,333,333 | ||
Shares Issued, Price Per Share | $ 1.50 | |||
Stock Issued During Period, Value, Issued for Services | $ 350,000 | |||
Private Placement Warrants [Member] | Common Class A [Member] | ||||
Shares Issued, Price Per Share | $ 11.50 | |||
Over-Allotment Option [Member] | ||||
Stock issued during period, shares, new issues | 233,333 | |||
Over-Allotment Option [Member] | Common Class A [Member] | ||||
Stock issued during period, shares, new issues | 1,750,000 | |||
Shares Issued, Price Per Share | $ 10 |
Related Party Transactions-Addi
Related Party Transactions-Additional Information (Detail) - USD ($) | Dec. 31, 2021 | Mar. 05, 2021 | Mar. 04, 2021 | Jul. 31, 2020 | Jul. 06, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Feb. 28, 2022 |
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, shares, new issues | 31,750,000 | |||||||
Share price | $ 10 | |||||||
Stockholders equity reverse stock split | one-for-one basis | one-for-one basis | ||||||
Accrued Expenses [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction expenses from transactions with related party | $ 0 | $ 40,000 | ||||||
Office Space Secretarial And Administrative Services [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total amounts of administrative service fees expensed | 60,000 | $ 18,000 | ||||||
Sponse [Member] | Office Space Secretarial And Administrative Services [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, amounts of transaction | $ 20,000 | |||||||
Sponse [Member] | Related Party Loan [Member] | IPO [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt face amount | $ 300,000 | |||||||
Debt instrument maturity date | Jun. 30, 2021 | |||||||
Sponse [Member] | Prommissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Promissory note- related party | $ 164,000 | |||||||
Sponse [Member] | Working Capital Loans [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt face amount | $ 1,500,000 | |||||||
Debt conversion price per share | $ 1.50 | |||||||
Sponsor [Member] | Sponsor Working Capital Loan [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt face amount | $ 350,000 | |||||||
Debt conversion price per share | $ 1.50 | |||||||
Proceeds from working capital loan | $ 208,827 | |||||||
Fair value of working capital loan | $ 72,800 | $ 72,000 | ||||||
Founder Shares [Member] | Share Price Equal Or Exceeds 12 Rs per dollar [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share price | $ 12 | |||||||
Common stock transfers, restriction on number of days from the date of business combination | 150 days | |||||||
Founder Shares [Member] | Share Price Equal Or Exceeds 12 Rs per dollar [Member] | Maximum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common Stock transfers threshold trading days | 30 days | |||||||
Founder Shares [Member] | Share Price Equal Or Exceeds 12 Rs per dollar [Member] | Minimum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common Stock transfers threshold trading days | 20 days | |||||||
Common Class B [Member] | Founder Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, shares, new issues | 8,625,000 | 8,625,000 | ||||||
Stock issued during period value new issues | $ 25,000 |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | |||||
Mar. 31, 2022 | Mar. 31, 2021 | Nov. 04, 2021 | Sep. 30, 2021 | Sep. 12, 2021 | Sep. 09, 2021 | |
Commitments [Line Items] | ||||||
Under writing discount percentage | (2.00%) | |||||
Proceeds from issuance initial public offering | $ 0 | $ 311,150,000 | ||||
Under writing additional discount percentage | (3.50%) | |||||
Deferred underwriting commission | $ 11,112,500 | |||||
Payments for underwriting expense | 6,350,000 | |||||
Advisor One [Member] | Placement And Advisory Fees [Member] | ||||||
Commitments [Line Items] | ||||||
Commitment fee to pay only upon the closing of the business combination | $ 3,000,000 | |||||
Second Advisor [Member] | Placement And Advisory Fees [Member] | ||||||
Commitments [Line Items] | ||||||
Commitment fee to pay only upon the closing of the business combination | $ 6,500,000 | |||||
Third Advisor [Member] | Placement And Advisory Fees [Member] | ||||||
Commitments [Line Items] | ||||||
Commitment fee to pay only upon the closing of the business combination | $ 4,000,000 | |||||
Fourth Advisor [Member] | Placement And Advisory Fees [Member] | ||||||
Commitments [Line Items] | ||||||
Commitment fee to pay only upon the closing of the business combination | $ 200,000 | |||||
Percentage of fee to pay equal to greater of total gross received from sale of securities from investors | 4.00% | |||||
Deferred Underwriting Commission Payable [Member] | ||||||
Commitments [Line Items] | ||||||
Deferred compensation liability, classified noncurrent | 11,112,500 | |||||
IPO [Member] | ||||||
Commitments [Line Items] | ||||||
Proceeds from issuance initial public offering | $ 317,500,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) | Mar. 04, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Warrants and rights outstanding term | 5 years | ||
Number of days following its Initial Business Combination until the expiration of the warrants | 60 days | ||
Class of warrants redemption price per unit | $ 0.01 | ||
Share Price | $ 10 | ||
Stock issued during period, shares, new issues | 31,750,000 | ||
Sponse [Member] | |||
Class of warrant or right, threshold period for exercise from date of closing public offering | 30 days | ||
Private Placement Warrants [Member] | |||
Stock issued during period, shares, new issues | 233,333 | 5,333,333 | |
Shares issued, price per share | $ 1.50 | ||
Stock issued during period value issued for services | $ 350,000 | ||
Number of Months restricted after business combination from the date of Intial public offering | 24 months | ||
Common Class A [Member] | |||
Class of warrants or rights transfers restriction on number of days from the date of business combination | 60 days | ||
Class of warrant or right, threshold period for exercise from date of closing public offering | 15 days | ||
Common Class A [Member] | Sponse [Member] | |||
Class of warrant or right, threshold period for exercise from date of closing public offering | 30 days | ||
Common Class A [Member] | Private Placement Warrants [Member] | |||
Shares issued, price per share | $ 11.50 | ||
Common Class A [Member] | Share price equal or exceeds 18.00 Rs per dollar [Member] | |||
Share Price | $ 18 | ||
Number of consecutive trading days for determining the share price | 20 days | ||
Number of trading days for determining the share price | 30 days | ||
Share redemption trigger price | $ 18 | ||
Class of warrant or right exercise price adjustment percentage higher of market value | 180.00% | ||
Common Class A [Member] | Share Price Equal or Less 9.2 Rs per dollar [Member] | |||
Exercise price of warrants or rights outstanding | $ 9.20 | ||
Share redemption trigger price | $ 9.20 | ||
Minimum gross proceeds required from issuance of equity | 60.00% | ||
Class of warrant or right minimum notice period For Redemption | 20 days | ||
Class of warrant or right exercise price adjustment percentage higher of market value | 115.00% | ||
Common Class A [Member] | Share Price Equal Or Exceeds 10.00 Rupees Per Dollar [Member] | |||
Share Price | $ 10 | ||
Number of consecutive trading days for determining the share price | 20 days | ||
Number of trading days for determining the share price | 30 days | ||
Redeemable Warrants [Member] | Share price equal or exceeds 18.00 Rs per dollar [Member] | |||
Number of days of notice to be given for the redemption of warrants | 30 days | ||
Redeemable Warrants [Member] | Common Class A [Member] | |||
Class of warrant or right redemption threshold consecutive trading days | 30 days | ||
Exercise price of warrants or rights outstanding | $ 11.50 | ||
Number of securities called by warrants or rights | 1 | ||
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | ||
Public Warrants [Member] | |||
Exercise price of warrants or rights outstanding | $ 0.55 | $ 0.72 | |
Number of warrants or rights outstanding. | 7,937,500 | ||
Private Placement Warrants [Member] | |||
Number of warrants or rights outstanding. | 8,000,000 | ||
Private Placement Warrants [Member] | Sponse [Member] | |||
Number of warrants or rights outstanding. | 5,566,666 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Additional Information (Detail) - $ / shares | 3 Months Ended | |
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, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value | $ 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 |
Common stock, conversion basis | one vote | |
Common stock shares subject to possible redemption | 31,750,000 | 31,750,000 |
Percentage of common stock outstanding after conversion | 20.00% | |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 7,937,500 | 7,937,500 |
Common stock, shares outstanding | 7,937,500 | 7,937,500 |
Common stock, conversion basis | one vote |
Fair value measurements - Summa
Fair value measurements - Summary financial assets measured at fair value on a recurring basis (Detail) - USD ($) | Mar. 31, 2022 | Feb. 14, 2022 | Feb. 09, 2022 | Feb. 04, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Convertible Promissory Note [Member] | ||||||
Liabilities | ||||||
Convertible promissory note | $ 72,800 | $ 14,800 | $ 27,600 | $ 29,600 | ||
Level 3 | ||||||
Liabilities | ||||||
Warrant liability | 3,134,466 | $ 4,063,666 | $ 0 | |||
Level 3 | Convertible Promissory Note [Member] | ||||||
Liabilities | ||||||
Convertible promissory note | $ 14,800 | $ 27,600 | $ 29,600 | |||
Money Market investments | ||||||
Assets | ||||||
Money market investments | 317,582,318 | 317,581,791 | ||||
Money Market investments | Level 1 | ||||||
Assets | ||||||
Money market investments | 317,582,318 | 317,581,791 | ||||
Money Market investments | Level 3 | ||||||
Assets | ||||||
Money market investments | ||||||
Public Warrants | ||||||
Liabilities | ||||||
Warrant liability | 4,365,625 | 5,715,000 | ||||
Public Warrants | Level 1 | ||||||
Liabilities | ||||||
Warrant liability | 4,365,625 | 5,715,000 | ||||
Public Warrants | Level 3 | ||||||
Liabilities | ||||||
Warrant liability | ||||||
Private Placement Warrants | ||||||
Liabilities | ||||||
Warrant liability | 3,061,666 | 4,063,666 | ||||
Private Placement Warrants | Level 1 | ||||||
Liabilities | ||||||
Warrant liability | ||||||
Private Placement Warrants | Level 3 | ||||||
Liabilities | ||||||
Warrant liability | $ 3,061,666 | $ 4,063,666 |
Fair value measurements - Sum_2
Fair value measurements - Summary of the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants (Detail) | Mar. 31, 2022yr | Feb. 14, 2022yr | Feb. 09, 2022yr | Feb. 04, 2022yr | Mar. 04, 2021$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and rights outstanding term | 5 years | ||||
Term (in years) | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and rights outstanding measurement input | yr | 0.3 | 0.4 | 0.4 | 0.4 | |
Risk-free rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and rights outstanding measurement input | 0.5 | 0.6 | 0.4 | 0.4 | |
Public Warrants | Maximum [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and rights outstanding measurement input | 34 | ||||
Public Warrants | Minimum [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and rights outstanding measurement input | 4 | ||||
Public Warrants | Stock Price on Valuation Date | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Sale of stock price per share | $ 10 | ||||
Public Warrants | Strike price (Exercise Price Share) | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Average price risk option strike price | 11.50 | ||||
Public Warrants | Probability of completing a Business Combination | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Business combination contingent consideration, liability measurement input | 85 | ||||
Public Warrants | Term (in years) | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and rights outstanding term | 6 years 7 months 6 days | ||||
Public Warrants | Risk-free rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and rights outstanding measurement input | 1.1 | ||||
Public Warrants | Fair value of warrants | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and rights outstanding measurement input | 2.11 |
Fair value measurements - Sum_3
Fair value measurements - Summary of the significant inputs to the Monte Carlo Simulation for the fair value of the Private Warrants (Detail) | Mar. 31, 2022yr$ / shares | Feb. 14, 2022yr | Feb. 09, 2022yr | Feb. 04, 2022yr | Dec. 31, 2021$ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and rights outstanding term | 5 years | |||||
Dividend yield | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 9.9 | 9.8 | 9.9 | 9.9 | ||
Term (in years) | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | yr | 0.3 | 0.4 | 0.4 | 0.4 | ||
Risk-free rate | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 0.5 | 0.6 | 0.4 | 0.4 | ||
Private Placement Warrants | Stock price | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Sale of stock price per share | $ 9.88 | $ 9.80 | ||||
Private Placement Warrants | Strike price | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Average price risk option strike price | 11.50 | 11.50 | ||||
Private Placement Warrants | Probability of completing a Business Combination | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Business combination contingent consideration, liability measurement input | [1] | |||||
Private Placement Warrants | Dividend yield | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | ||||||
Private Placement Warrants | Term (in years) | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and rights outstanding term | 5 years 3 months 18 days | 5 years 9 months 18 days | ||||
Private Placement Warrants | Volatility | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 7.3 | 11.3 | ||||
Private Placement Warrants | Risk-free rate | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 2.4 | 1.3 | ||||
Private Placement Warrants | Fair value of warrants | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 0.73 | |||||
[1] | The probability of completing a Business Combination is considered within the volatility implied by the traded price of the Public Warrants which is used to value the Private Placement Warrants. |
Fair value measurements - Sum_4
Fair value measurements - Summary of changes in the fair value of warrant liabilities (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Feb. 14, 2022 | Feb. 09, 2022 | Feb. 04, 2022 | Mar. 04, 2021 | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |||||||
Change in valuation inputs or other assumptions | $ (2,351,375) | $ (619,543) | |||||
Fair Value, Inputs, Level 3 [Member] | |||||||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |||||||
Beginning balance | 4,063,666 | $ 0 | $ 0 | ||||
Additional warrants issued in over-allotment | 1,420,125 | ||||||
Transfer of Public Warrants to Level 1 measurement | (16,748,125) | ||||||
Change in valuation inputs or other assumptions | (1,001,200) | (7,793,334) | |||||
Ending balance | 3,134,466 | 4,063,666 | |||||
Convertible Promissory Note [Member] | |||||||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |||||||
Initial measurement of draw on convertible promissory note - related party | 72,800 | $ 14,800 | $ 27,600 | $ 29,600 | |||
Convertible Promissory Note [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |||||||
Initial measurement of draw on convertible promissory note - related party | $ 14,800 | $ 27,600 | $ 29,600 | ||||
Private Placement Warrants | |||||||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |||||||
Beginning balance | 4,063,666 | ||||||
Ending balance | 3,061,666 | 4,063,666 | |||||
Private Placement Warrants | Fair Value, Inputs, Level 3 [Member] | |||||||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |||||||
Beginning balance | 4,063,666 | ||||||
Initial measurement of Public Warrants and Private Placement Warrants as of March 4, 2021 | $ 27,185,000 | ||||||
Ending balance | $ 3,061,666 | $ 4,063,666 |
Fair Value Measurements - Sum_5
Fair Value Measurements - Summary of estimated fair value of the convertible promissory Note (Detail) | Mar. 31, 2022USD ($)$ / sharesyr | Feb. 14, 2022USD ($)$ / sharesyr | Feb. 09, 2022USD ($)$ / sharesyr | Feb. 04, 2022USD ($)yr$ / shares |
Measurement Input Warrant Price [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 0.55 | 0.36 | 0.44 | 0.47 |
Measurement Input, Conversion Price [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 1.50 | 1.50 | 1.50 | 1.50 |
Measurement Input, Expected Term [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | yr | 0.3 | 0.4 | 0.4 | 0.4 |
Measurement Input Warrant Volatility [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 123 | 91 | 89 | 89 |
Measurement Input, Risk Free Interest Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 0.5 | 0.6 | 0.4 | 0.4 |
Measurement Input, Discount Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 9.9 | 9.8 | 9.9 | 9.9 |
Probability of completing initial Business Combination [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 35 | 35 | 35 | 35 |
Convertible Promissory Note [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Convertible Debt, Fair Value Disclosures | $ | $ 72,800 | $ 14,800 | $ 27,600 | $ 29,600 |
Fair value measurements - Addit
Fair value measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Gain recognized on change in fair value of warrants liabilities | $ 619,543 | $ 2,351,375 | |
Proceeds received in excess of initial fair value of convertible promissory note related party | $ 136,827 | ||
Public Warrants [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.55 | $ 0.72 |