Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | HUDSON EXECUTIVE INVESTMENT CORP. III | |
Entity Central Index Key | 0001823034 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2617306 | |
Entity File Number | 001-40100 | |
City Area Code | 212 | |
Local Phone Number | 521-8495 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | HIII | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 60,000,000 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | HIIIU | |
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | HIIIW | |
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | |
Security Exchange Name | NASDAQ | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 15,000,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 322,022 | $ 709,182 |
Prepaid expenses | 202,137 | 227,173 |
Total Current Assets | 524,159 | 936,355 |
Forward purchase agreement derivative asset | 105,200 | 107,000 |
Cash and Investments held in Trust Account | 600,302,692 | 600,166,685 |
TOTAL ASSETS | 600,932,051 | 601,210,040 |
Current liabilities | ||
Accrued expenses | 396,129 | 427,817 |
Accrued offering costs | 25,000 | 25,000 |
Income taxes payable | 4,060 | |
Due to related party | 20,099 | 1,753 |
Total Current Liabilities | 445,288 | 454,570 |
Warrant liabilities | 8,428,800 | 16,853,334 |
Deferred underwriting fee payable | 21,000,000 | 21,000,000 |
Total Liabilities | 29,874,088 | 38,307,904 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption 60,000,000 shares at $10.00 per share redemption value as of March 31, 2022 and December 31, 2021 | 600,000,000 | 600,000,000 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (28,943,537) | (37,099,364) |
Total Stockholders' Deficit | (28,942,037) | (37,097,864) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 600,932,051 | 601,210,040 |
Common Class A | ||
Stockholders' Deficit | ||
Common stock | 0 | 0 |
Common Class B | ||
Stockholders' Deficit | ||
Common stock | $ 1,500 | $ 1,500 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Feb. 26, 2021 |
Class A common stock, subject to possible redemption, shares | 60,000,000 | 60,000,000 | |
Class A Common stock, Subject to possible redemption, per share | $ 10 | ||
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 | |||
Class A common stock, subject to possible redemption, shares | 60,000,000 | 60,000,000 | |
Class A Common stock, Subject to possible redemption, per share | $ 10 | $ 10 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 380,000,000 | 380,000,000 | |
Common stock, shares issued | 0 | 0 | |
Common stock, shares outstanding | 0 | 0 | |
Common Class B | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, shares issued | 15,000,000 | 15,000,000 | |
Common stock, shares outstanding | 15,000,000 | 15,000,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Formation and operating costs | $ 398,854 | $ 1,299,835 |
Loss from operations | (398,854) | (1,299,835) |
Other income | ||
Change in fair value of warrant liabilities and forward purchase agreement derivative asset | 8,422,734 | 196,400 |
Interest earned on marketable securities held in Trust Account | 136,007 | 15,104 |
Total other income | 8,558,741 | 211,504 |
Income (loss) before provision for income taxes | 8,159,887 | (1,088,331) |
Provision for income taxes | (4,060) | 0 |
Net income (loss) | 8,155,827 | (1,088,331) |
Common Class A | ||
Other income | ||
Net income (loss) | $ 6,524,662 | $ (668,573) |
Weighted average shares outstanding | 60,000,000 | 22,000,000 |
Basic and diluted net income (loss) per share, Class A common stock | $ 0.11 | $ (0.03) |
Basic net income (loss) per share, Class B common stock | $ 0.11 | $ (0.03) |
Common Class B | ||
Other income | ||
Net income (loss) | $ 1,631,165 | $ (419,758) |
Weighted average shares outstanding | 15,000,000 | 13,812,500 |
Basic net income (loss) per share, Class B common stock | $ 0.11 | $ (0.03) |
Weighted average shares outstanding of Class B common stock | 15,000,000 | 15,000,000 |
Diluted net income (loss) per share, Class B common stock | $ 0.11 | $ (0.03) |
Condensed Statements of Changes
Condensed Statements of Changes In Stockholders' Equity (Deficit) - USD ($) | Total | Class A Common Stock | Class B Common Stock | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance, shares at Dec. 31, 2020 | 0 | 15,093,750 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 23,732 | $ 0 | $ 1,509 | $ 23,491 | $ (1,268) | ||
Proceeds in excess of fair value Private Placement Warrants | 1,663,200 | 1,663,200 | |||||
Forfeiture of Founder Shares, shares | (93,750) | ||||||
Forfeiture of Founder Shares, value | $ (9) | 9 | |||||
Accretion for Class A Common shares redemption value, value | (48,179,719) | (1,686,700) | (46,493,019) | ||||
Net income (loss) | (1,088,331) | $ (668,573) | $ (419,758) | (1,088,331) | |||
Ending balance, shares at Mar. 31, 2021 | 0 | 15,000,000 | |||||
Ending balance, value at Mar. 31, 2021 | (47,581,118) | $ 0 | $ 1,500 | 0 | (47,582,618) | ||
Beginning balance, shares at Dec. 31, 2021 | 0 | 15,000,000 | 0 | 15,000,000 | |||
Beginning balance, value at Dec. 31, 2021 | (37,097,864) | $ 0 | $ 1,500 | 0 | (37,099,364) | ||
Net income (loss) | 8,155,827 | $ 6,524,662 | $ 1,631,165 | 8,155,827 | |||
Ending balance, shares at Mar. 31, 2022 | 0 | 15,000,000 | 0 | 15,000,000 | |||
Ending balance, value at Mar. 31, 2022 | $ (28,942,037) | $ 0 | $ 1,500 | $ 0 | $ (28,943,537) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 8,155,827 | $ (1,088,331) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of warrant liabilities and forward purchase agreement derivative asset | (8,422,734) | (196,400) |
Transaction costs incurred in connection with Initial Public Offering | 878,490 | |
Interest earned on marketable securities held in Trust Account | (136,007) | (15,104) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 25,036 | (556,461) |
Due to related party | 18,346 | |
Accrued expenses | (31,688) | 336,965 |
Income taxes payable | 4,060 | |
Net cash used in operating activities | (387,160) | (640,841) |
Cash Flows from Investing Activities: | ||
Investment of cash into trust Account | (600,000,000) | |
Net cash used in investing activities | (600,000,000) | |
Cash Flows from Financing Activities | ||
Proceeds from sale of Units, net of underwriting discounts paid | 588,000,000 | |
Proceeds from sale of Private Placements Warrants | 14,000,001 | |
Repayment of promissory note—related party | (189,155) | |
Payment of offering costs | (254,054) | |
Net cash provided by Financing Activities | 601,556,792 | |
Net Change in Cash | (387,160) | 915,951 |
Cash – Beginning of period | 709,182 | 185 |
Cash – End of period | $ 322,022 | 916,136 |
Non-Cash Investing and Financing Activities: | ||
Offering costs paid by Sponsor in exchange for issuance of founder shares | 25,000 | |
Offering costs paid through promissory note | 163,505 | |
Payment of prepaid expenses through promissory note | 8,483 | |
Accretion for Class A Common Stock to redemption amount | 48,179,719 | |
Deferred underwriting fee payable | $ 21,000,000 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Description Of Organisation And Business Operation [Abstract] | |
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Hudson Executive Investment Corp. III (the “Company”) is a blank check company incorporated in Delaware on August 18, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector 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 period from August 18, 2020 (inception) through March 31, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account (as defined below). The registration statement for the Company’s Initial Public Offering was declared effective on February 23, 2021. On February 26, 2021 , Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,333,334 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to HEC Sponsor III LLC (the “Sponsor”), generating gross proceeds of $14,000,001, which is described in Note 4. Transaction costs amounted to $33,493,009, consisting of $12,000,000 in cash underwriting fees, $21,000,000 of deferred underwriting fees, net of reimbursement, and $493,009 of other offering costs. Following the closing of the Initial Public Offering on February 26, 2021, an amount of $600,000,000 ($10.00 per Unit)from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule2a-7 of The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial The Company will have until February 26, 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 The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual 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, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors (other than the independent registered public accounting firm), service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of March 31, 2022, the Company had $322,022 in its operating bank account and working capital of $317,639. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors, may provide the Company with Working Capital Loans (as defined below) (see Note 5). Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities and forward purchase agreement (“FPA”) (as described in Note 5). Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption, if any, are classified as a liability instrument and is measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, 60,000,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock, if any, are affected by charges against additional paid in capital and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 600,000,000 Less: Proceeds allocated to Public Warrants (15,565,200 ) Class A common stock issuance costs (32,614,519 ) Plus: Accretion of carrying value to redemption value 48,179,719 Class A common stock subject to possible redemption $ 600,000,000 Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A common stock issued the amount of $493,009 were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Offering costs amounting to $878,490 were charged to the condensed statements of operations upon the completion of the Initial Public Offering (see Note 1). Warrant Liabilities and Forward Purchase Agreement Asset The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants (as defined in Note 3) and the Private Placement Warrants (collectively, the “Warrants”) and FPA in accordance with the guidance contained in ASC 815-40, under which the Warrants and Forward Purchase Agreement (as described in Note 5) do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants and FPA as assets or liabilities at their fair value and adjust the Warrants and FPA to fair value at each reporting period. These assets or liabilities are subject tore-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The initial fair value of the Public Warrants and the Private Placement Warrants was estimated using a Monte Carlo simulation model and the Black-Scholes-Meron model, respectively. At March 31, 2022 and December 31, 2021, the fair value of the Public Warrants and the Private Placement Warrants has been estimated using the Public Warrants’ quoted market price. The FPA’s fair value was estimated using the reconstructed unit price, the net present value of per forward purchase unit commitment, and the forward purchase unit. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2022 and December 31, 2021, the Company had a deferred tax asset of approximately $245,000 and $186,000, which had a full valuation allowance recorded against it, respectively. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 21,333,334 shares of Class A common stock in the aggregate. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended March 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 6,524,662 $ 1,631,165 $ (668,573 ) $ (419,758 ) Denominator: Basic weighted average stock outstanding 60,000,000 15,000,000 22,000,000 13,812,500 Basic net income (loss) per common stock $ 0.11 $ 0.11 $ (0.03 ) $ (0.03 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature other than the warrant liabilities and FPA (see Note 9). Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Public Offering
Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Public Offering [Abstract] | |
Public Offering | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 60,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 7,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-fifth . |
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 9,333,334 Private Placement Warrants, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per warrant, or $14,000,001 in the aggregate in a private placement. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On August 21, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 14,375,000 shares of the Company’s Class B common stock (the “Founder Shares”). On February 23, 2021, the Company effected a 718,750 stock dividend resulting in 15,093,750 Founder Shares outstanding. The Founder Shares included an aggregate of up to 1,968,750 shares of Class B common stock that were subject to forfeiture by the Sponsor. As a result of the underwriters’ election to partially exercise their over-allotment option, a total of 1,875,000 shares are no longer subject to forfeiture and 93,750 shares were forfeited as the underwriters did not exercise their overallotment option in full before its expiration. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the closing 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 In February 23, 2021, the Sponsor transferred an aggregate of 100,000 Founder Shares to four of the Company’s director nominees. The allocation of the Founders Shares to the Company’s director nominees is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 100,000 shares allocated to the Company’s director nominee on February 23, 2021 was $749,979 or $7.50 per share. The Founders Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. Administrative Services Agreement The Company entered into an agreement, commencing February 26, 2021 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. For the three months ended March 31, 2022 and 2021, the Company incurred $30,000 and $10,000 in fees for these services, respectively. As of March 31, 2022 and December 31, 2021, the Company has recorded $130,000 and $100,000, respectively in its condensed balance sheets. Promissory Note—Related Party On August 18, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity. The warrants would be identical to the Private Placement Warrants. As of March 31, 2022 and December 31, 2021, there were no Working Capital Loans outstanding. Due to Related Party From time to time, the Sponsor or an affiliate of the Sponsor will make payments on behalf of the Company for operating expenses that may include annual or quarterly subscriptions. At March 31, 2022 and December 31, 2021, the amount owed to the related party was $20,099 and $1,763, repectively. Forward Purchase Agreement Following the Initial Public Offering on February 23, 2021, the Company entered into a forward purchase agreement with HEC Master Fund LP (“HEC Master”) pursuant to which HEC Master will commit to purchase from the Company up to 5,000,000 forward purchase units (the “Forward Purchase Units”), consisting of one share of Class A common stock (the “Forward Purchase Shares”) and one-fifth |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 6. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Furthermore, the impact of this action and related sanctions on the world economy are not determinable as of the date of these condensed financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements. Registration Rights Pursuant to a registration rights agreement entered into on February 26, 2021, the holders of the Founder Shares, Private Placement Warrants, Forward Purchase Securities and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants, Forward Purchase Warrants and warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-dayoption The underwriters are entitled to a deferred fee of $0.35 per Unit, or $21,000,000 in the aggregate. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 7. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock — Class A Common Stock 380,000,000 0.0001 Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of a Business Combination on a one-for-one as-converted one-for-one |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Warrants | NOTE 8. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60thbusiness day after the closing of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable 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 to each warrant holder; and • if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day If and when the warrants become redeemable by the Company for cash, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination (excluding any issuance of Forward Purchase Securities) 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, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable |
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 fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At March 31, 2022, assets held in the Trust Account were comprised of $ 65,895 of cash and At December 31, 2021, assets held in the Trust Account were comprised of $600,166,685 in money market funds, which are invested primarily in U.S. Treasury securities. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Held-To-Maturity Level Amortized Cost Gross Fair Value Assets: March 31, 2022 U.S. Treasury Securities (Mature on 6/14/2022) 1 $ 600,236,797 $ (79,330 ) $ 600,157,467 March 31, 2022 FPA Derivative Asset 3 $ 105,200 December 31, 2021 Marketable Securities held in Trust Account – Treasury Trust Money Market Fund 1 $ 600,166,685 December 31, 2021 FPA Derivative Asset 3 $ 107,000 Liabilities: March 31, 2022 Warrant Liability – Public Warrants 1 $ 4,741,200 March 31, 2022 Warrant Liability – Private Placement Warrants 2 $ 3,687,600 December 31, 2021 Warrant Liability – Public Warrants 1 $ 9,480,000 December 31, 2021 Warrant Liability – Private Placement Warrants 2 $ 7,373,334 The Warrants and FPA were accounted for as assets or liabilities in accordance with ASC 815-40 and are presented within FPA derivative asset and warrant liabilities on the accompanying condensed balance sheets. The Warrants and FPA are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the change in fair value of warrant liabilities and FPA in the condensed statements of operations. The Public Warrants were initially valued using a Monte Carlo simulation model. The Public Warrants were subsequently valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The Private Placement Warrants were initially valued using a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement. The primary significant unobservable input used in the fair value measurement of the Private Placement Warrants is the expected volatility of the common stock. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The subsequent measurements of the Private Placement Warrants are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. The FPA’s fair value was estimated using the reconstructed unit price, the net present value of per forward purchase unit commitment, and the forward purchase unit, which is considered to be a Level 3 fair value measurement. The following table presents the quantitative information regarding Level 3 fair value measurements input: March 31, 2022 December 31, 2021 Forward Purchase Price (per unit) $ 10.00 $ 10.00 Implied Stock Price Range (per share) $ 9.77 $ 9.72 Number of Warrants per unit 0.20 0.20 Concluded Unit Value $ 9.85 $ 9.88 Time to Initial Business Combination 0.45 0.58 Risk free rate 0.96 % 0.22 % The following table presents the changes in the fair value of the Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 28, 2021 12,336,801 15,565,200 27,902,001 Change in fair value (4,963,467 ) (66,000 ) (5,029,467 ) Transfer to Level 1 — (15,499,200 ) (15,499,200 ) Transfer to Level 2 (7,373,334 ) — (7,373,334 ) Fair value as of March 31, 2022 $ — $ — $ — Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no changes in levels during the three months ended March 31, 2022. The following table presents the changes in the fair value of FPA, which utilizes Level 3 measurements: Forward Purchase Agreement Derivative Fair value as of December 31, 2021 $ (107,000 ) Change in valuation inputs or other assumptions 1,800 Fair value as of March 31, 2022 $ (105,200 ) |
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 balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities and forward purchase agreement (“FPA”) (as described in Note 5). Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption, if any, are classified as a liability instrument and is measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, 60,000,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock, if any, are affected by charges against additional paid in capital and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 600,000,000 Less: Proceeds allocated to Public Warrants (15,565,200 ) Class A common stock issuance costs (32,614,519 ) Plus: Accretion of carrying value to redemption value 48,179,719 Class A common stock subject to possible redemption $ 600,000,000 |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A common stock issued the amount of $493,009 were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Offering costs amounting to $878,490 were charged to the condensed statements of operations upon the completion of the Initial Public Offering (see Note 1). |
Warrant Liabilities and Forward Purchase Agreement Asset | Warrant Liabilities and Forward Purchase Agreement Asset The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants (as defined in Note 3) and the Private Placement Warrants (collectively, the “Warrants”) and FPA in accordance with the guidance contained in ASC 815-40, under which the Warrants and Forward Purchase Agreement (as described in Note 5) do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants and FPA as assets or liabilities at their fair value and adjust the Warrants and FPA to fair value at each reporting period. These assets or liabilities are subject tore-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The initial fair value of the Public Warrants and the Private Placement Warrants was estimated using a Monte Carlo simulation model and the Black-Scholes-Meron model, respectively. At March 31, 2022 and December 31, 2021, the fair value of the Public Warrants and the Private Placement Warrants has been estimated using the Public Warrants’ quoted market price. The FPA’s fair value was estimated using the reconstructed unit price, the net present value of per forward purchase unit commitment, and the forward purchase unit. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2022 and December 31, 2021, the Company had a deferred tax asset of approximately $245,000 and $186,000, which had a full valuation allowance recorded against it, respectively. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 21,333,334 shares of Class A common stock in the aggregate. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended March 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 6,524,662 $ 1,631,165 $ (668,573 ) $ (419,758 ) Denominator: Basic weighted average stock outstanding 60,000,000 15,000,000 22,000,000 13,812,500 Basic net income (loss) per common stock $ 0.11 $ 0.11 $ (0.03 ) $ (0.03 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature other than the warrant liabilities and FPA (see Note 9). |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Table) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of class A common stock reflected in the condensed balance sheets are reconciled | At March 31, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 600,000,000 Less: Proceeds allocated to Public Warrants (15,565,200 ) Class A common stock issuance costs (32,614,519 ) Plus: Accretion of carrying value to redemption value 48,179,719 Class A common stock subject to possible redemption $ 600,000,000 |
Summary of Earnings Per Share, Basic, by Common Class | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended March 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 6,524,662 $ 1,631,165 $ (668,573 ) $ (419,758 ) Denominator: Basic weighted average stock outstanding 60,000,000 15,000,000 22,000,000 13,812,500 Basic net income (loss) per common stock $ 0.11 $ 0.11 $ (0.03 ) $ (0.03 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Held-To-Maturity Level Amortized Cost Gross Fair Value Assets: March 31, 2022 U.S. Treasury Securities (Mature on 6/14/2022) 1 $ 600,236,797 $ (79,330 ) $ 600,157,467 March 31, 2022 FPA Derivative Asset 3 $ 105,200 December 31, 2021 Marketable Securities held in Trust Account – Treasury Trust Money Market Fund 1 $ 600,166,685 December 31, 2021 FPA Derivative Asset 3 $ 107,000 Liabilities: March 31, 2022 Warrant Liability – Public Warrants 1 $ 4,741,200 March 31, 2022 Warrant Liability – Private Placement Warrants 2 $ 3,687,600 December 31, 2021 Warrant Liability – Public Warrants 1 $ 9,480,000 December 31, 2021 Warrant Liability – Private Placement Warrants 2 $ 7,373,334 |
Summary of Fair Value Measurement Inputs and Valuation Techniques | March 31, 2022 December 31, 2021 Forward Purchase Price (per unit) $ 10.00 $ 10.00 Implied Stock Price Range (per share) $ 9.77 $ 9.72 Number of Warrants per unit 0.20 0.20 Concluded Unit Value $ 9.85 $ 9.88 Time to Initial Business Combination 0.45 0.58 Risk free rate 0.96 % 0.22 % |
Summary of warrants | The following table presents the changes in the fair value of the Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 28, 2021 12,336,801 15,565,200 27,902,001 Change in fair value (4,963,467 ) (66,000 ) (5,029,467 ) Transfer to Level 1 — (15,499,200 ) (15,499,200 ) Transfer to Level 2 (7,373,334 ) — (7,373,334 ) Fair value as of March 31, 2022 $ — $ — $ — The following table presents the changes in the fair value of FPA, which utilizes Level 3 measurements: Forward Purchase Agreement Derivative Fair value as of December 31, 2021 $ (107,000 ) Change in valuation inputs or other assumptions 1,800 Fair value as of March 31, 2022 $ (105,200 ) |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Feb. 26, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Description Of Organisation And Business Operation [Line Items] | ||||
Initial public offering, price per unit | $ 10 | $ 10 | ||
Proceeds from issuance initial public offering | $ 588,000,000 | |||
Other offering costs | $ 493,009 | |||
Operating bank account | $ 322,022 | |||
Assets Held-in-trust | $ 600,000,000 | |||
Temporary equity redemption price per share | $ 10 | |||
Minimum tangible assets for business combination | $ 5,000,001 | |||
Interest to pay dissolution expenses | 100,000 | |||
Working capital | 317,639 | |||
IPO | ||||
Description Of Organisation And Business Operation [Line Items] | ||||
Transaction cost | 33,493,009 | |||
Underwriting fees | 12,000,000 | |||
Deferred Offering Costs | 21,000,000 | |||
Private Placement | ||||
Description Of Organisation And Business Operation [Line Items] | ||||
Proceeds from issuance initial public offering | $ 9,333,334 | |||
Issue price of warrants | $ 1.50 | |||
Proceeds from sale of Private Placements Warrants | $ 14,000,001 | |||
Common Class A | ||||
Description Of Organisation And Business Operation [Line Items] | ||||
Proceeds from issuance initial public offering | 600,000,000 | |||
Proceeds from sale of Private Placements Warrants | $ 15,565,200 | |||
Temporary equity redemption price per share | $ 10 | $ 10 | ||
Common Class A | IPO | ||||
Description Of Organisation And Business Operation [Line Items] | ||||
Initial public offering, units issued | 60,000,000 | 60,000,000 | ||
Initial public offering, price per unit | $ 10 | $ 10 | ||
Class of warrant or right issued during the period | 600,000,000 | |||
Common Class A | Over-Allotment Option | ||||
Description Of Organisation And Business Operation [Line Items] | ||||
Initial public offering, units issued | 7,500,000 | 7,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Feb. 26, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Class A common stock, subject to possible redemption, shares | 60,000,000 | 60,000,000 | |
Federal depository insurance coverage | $ 250,000 | ||
Other offering costs | $ 493,009 | ||
Transaction costs incurred in connection with warrant liabilities | 878,490 | ||
Deferred Tax Assets, Net of Valuation Allowance | $ 245,000 | $ 186,000 | |
Warrant | |||
Anti dilutive securities | 21,333,334 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Class A Common Stock Reflected in the Condensed Balance Sheets are Reconciled (Detail) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | May 31, 2022 | Dec. 31, 2021 | |
Gross proceeds | $ 588,000,000 | |||
Class A common stock issuance costs | (254,054) | |||
Accretion of carrying value to redemption value | $ 48,179,719 | |||
Class A common stock subject to possible redemption | $ 600,000,000 | $ 600,000,000 | ||
Common Class A [Member] | ||||
Gross proceeds | 600,000,000 | |||
Proceeds allocated to Public Warrants | (15,565,200) | |||
Class A common stock issuance costs | (32,614,519) | |||
Accretion of carrying value to redemption value | $ 48,179,719 | |||
Class A common stock subject to possible redemption | $ 600,000,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Earnings Per Share, Basic, by Common Class (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 8,155,827 | $ (1,088,331) |
Common Class A | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 6,524,662 | $ (668,573) |
Denominator: | ||
Basic weighted average stock outstanding | 60,000,000 | 22,000,000 |
Basic net income (loss) per common stock | $ 0.11 | $ (0.03) |
Common Class B | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 1,631,165 | $ (419,758) |
Denominator: | ||
Basic weighted average stock outstanding | 15,000,000 | 13,812,500 |
Basic net income (loss) per common stock | $ 0.11 | $ (0.03) |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - $ / shares | Feb. 26, 2021 | Mar. 31, 2022 |
Initial public offering, price per unit | $ 10 | $ 10 |
Warrant exercise price | $ 11.50 | |
Common Class A | IPO | ||
Initial public offering, units issued | 60,000,000 | 60,000,000 |
Initial public offering, price per unit | $ 10 | $ 10 |
Common Class A | Over-Allotment Option | ||
Initial public offering, units issued | 7,500,000 | 7,500,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Feb. 26, 2021 | Mar. 31, 2022 |
Class of Warrant or Right [Line Items] | ||
Class of warrant, exercise price | $ 11.50 | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right issued during the period | 9,333,334 | |
Class of warrant, exercise price | $ 11.50 | |
Class of warrants or rights issue price per unit | $ 1.50 | |
Proceeds from issuance of warrants | $ 14,000,001 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Feb. 26, 2021 | Feb. 23, 2021 | Aug. 21, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | May 31, 2022 | Aug. 18, 2021 |
Related Party Transaction [Line Items] | ||||||||
Payments of offering costs | $ 254,054 | |||||||
Share issue price | $ 10 | $ 10 | ||||||
Repayments of related party notes | 189,155 | |||||||
Due to related parties, current | $ 20,099 | $ 1,753 | ||||||
Fair value shares allocated | 100,000 | |||||||
Fair value shares, amount | 749,979 | |||||||
Fair Value per share | $ 7.50 | |||||||
Due to related party | $ 1,763 | $ 20,099 | ||||||
Stock dividends, shares | 718,750 | |||||||
Temporary equity shares outstanding | 60,000,000 | 60,000,000 | ||||||
Founder Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Temporary equity shares outstanding | 15,093,750 | |||||||
Accrued Liabilities [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party expense for administrative services | $ 130,000 | $ 100,000 | ||||||
Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payments of offering costs | $ 25,000 | |||||||
Debt Instrument, face amount | $ 300,000 | |||||||
Repayments of related party notes | $ 189,155 | |||||||
Temporary equity shares outstanding | 1,875,000 | |||||||
Working Capital Loans | ||||||||
Related Party Transaction [Line Items] | ||||||||
Threshold on conversion of working capital loan | 1,500,000 | |||||||
Due to related parties, current | 0 | $ 0 | ||||||
Administrative Support Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party expense for administrative services | 30,000 | $ 10,000 | ||||||
Related party transaction general and administration expenses incurred | $ 10,000 | |||||||
HEC Master Fund LP | Forward Purchase Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Forward purchase agreement, quantity agreed to purchase | 5,000,000 | |||||||
Forward purchase agreement, purchase price per unit | $ 10 | |||||||
Founder [Member] | Director [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Transfer of shares | 100,000 | |||||||
Common Class A | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payments of offering costs | $ 32,614,519 | |||||||
Temporary equity shares outstanding | 60,000,000 | 60,000,000 | ||||||
Common Class A | Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Founder shares, conditions on transfer, threshold consecutive trading days | 30 days | |||||||
Founder shares, conditions on transfer, threshold number of days from business combination date | 150 days | |||||||
Common Class A | Sponsor | Minimum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share issue price | $ 12 | |||||||
Founder shares, conditions on transfer, threshold consecutive trading days | 20 days | |||||||
Common Class B | Founder Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during the period shares share based compensation forfeited | 1,968,750 | |||||||
Common Class B | Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issued for services | 14,375,000 | |||||||
Stock issued during the period shares share based compensation forfeited | 93,750 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) | Feb. 26, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments And Contingencies Disclosure [Line Items] | |||
Under writing deferred fee per unit | $ 0.35 | ||
Deferred underwriting fee payable | $ 21,000,000 | $ 21,000,000 | |
Common Class A [Member] | Over-Allotment Option [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Stock Issued during Period New Shares, Shares | 7,500,000 | 7,500,000 | |
Common stock shares subscribed but not issued | 7,875,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Temporary equity, shares outstanding | 60,000,000 | 60,000,000 |
Common Class A | ||
Common stock, shares authorized | 380,000,000 | 380,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | one vote for each share | |
Common stock, shares Issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Temporary equity, shares outstanding | 60,000,000 | 60,000,000 |
Threshold percentage on conversion of common stock | 20.00% | |
Common Class B | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | one vote for each share | |
Common stock, shares Issued | 15,000,000 | 15,000,000 |
Common stock, shares outstanding | 15,000,000 | 15,000,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Class of warrant, exercise price | $ 11.50 |
Redemption trigger share price | 18 |
Common Class A | Business Combination [Member] | |
Business acquisition, share price | $ 9.20 |
Public Warrants | |
Class of warrant or right, threshold trading days for exercise | 12 months |
Class of warrant, exercise price | $ 0.01 |
Class of warrant or right minimum notice period for redemption | 30 days |
Class of warrant or right redemption threshold consecutive trading days | 20 days |
Minimum percentage of equity proceeds for fund business combination | 60.00% |
Class of warrant or right exercise price adjustment percentage | 115.00% |
Class of warrant or right redemption price adjustment percentage | 180.00% |
Class of warrant or right, threshold trading days for exercise | 30 days |
Private Placement Warrants | |
Class of warrant or right, threshold trading days for exercise | 30 days |
Maximum | Public Warrants | |
Class of warrant or right redemption threshold consecutive trading days | 30 days |
Minimum | Public Warrants | |
Number of days required to file registration statement for stock issuance | 15 days |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Money Market Funds | ||
Cash and marketable securities held in trust account | $ 65,895 | |
US Treasury Securities | ||
Cash and marketable securities held in trust account | $ 600,302,692 | $ 600,166,685 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements (Detail) - Fair Value, Recurring [Member] - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | $ 600,236,797 | |
Gross Holding Gain | (79,330) | |
Fair Value | 600,157,467 | |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | $ 600,166,685 | |
Fair Value, Inputs, Level 1 [Member] | Public Warrant [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 4,741,200 | 9,480,000 |
Fair Value, Inputs, Level 3 [Member] | FPA Derivative [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 105,200 | 107,000 |
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrant [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | $ 3,687,600 | $ 7,373,334 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Fair Value, Inputs, Level 3 [Member] | Mar. 31, 2022 | Dec. 31, 2021 |
Measurement Input Forward Purchase Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 10 | 10 |
Measurement Input Implied Stock Price Range | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.77 | 9.72 |
Measurement Input Number Of Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.20 | 0.20 |
Measurement Input Concluded Unit Value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.85 | 9.88 |
Measurement Input, Maturity | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.45 | 0.58 |
Measurement Input, Risk Free Interest Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.96 | 0.22 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of warrants (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Fair value as of January 1, 2021 | $ (16,853,334) | |
Fair value | (8,428,800) | |
Private Placement Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Initial measurement | $ 12,336,801 | |
Transfer to Level 1 | (7,373,334) | |
Change in valuation inputs or other assumptions | (4,963,467) | |
Fair value | 0 | |
Public Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Initial measurement | 15,565,200 | |
Transfer to Level 1 | (15,499,200) | |
Change in valuation inputs or other assumptions | (66,000) | |
Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Initial measurement | 27,902,001 | |
Transfer to Level 1 | (7,373,334) | (15,499,200) |
Change in valuation inputs or other assumptions | $ (5,029,467) | |
Fair value | 0 | |
FPA Derivative [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value as of January 1, 2021 | (107,000) | |
Change in valuation inputs or other assumptions | 1,800 | |
Fair value | $ (105,200) |