Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity Registrant Name | DUDDELL STREET ACQUISITION CORP. | |
Entity File Number | 001-39672 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 8/F Printing House | |
Entity Address, Address Line Two | 6 Duddell Street | |
Entity Address, Country | HK | |
City Area Code | 852 | |
Local Phone Number | 3468 6200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001823466 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Ex Transition Period | false | |
Class A shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | DSAC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 17,500,000 | |
Class B shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,375,000 | |
Units, each consisting of one class A ordinary share and one-half of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |
Trading Symbol | DSACU | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | DSACW | |
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 213,287 | $ 618,138 |
Prepaid expenses | 353,372 | 462,473 |
Total current assets | 566,659 | 1,080,611 |
Investments held in Trust Account | 175,124,335 | 175,101,805 |
Total Assets | 175,690,994 | 176,182,416 |
Current liabilities: | ||
Accounts payable | 1,810,983 | 1,736,244 |
Accrued expenses | 3,973,397 | 2,942,445 |
Note payable - related party | 302,160 | 0 |
Total current liabilities | 6,086,540 | 4,678,689 |
Deferred underwriting commissions | 6,125,000 | 6,125,000 |
Derivative warrant liabilities | 10,552,500 | 19,687,500 |
Total liabilities | 22,764,040 | 30,491,189 |
Commitments and Contingencies (Note 6) | ||
Shareholders' Deficit | ||
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding at March 31, 2022 and December 31, 2021 | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (22,073,483) | (29,309,210) |
Total shareholders' deficit | (22,073,046) | (29,308,773) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 175,690,994 | 176,182,416 |
Class A shares | ||
Shareholders' Deficit | ||
Ordinary shares | 0 | 0 |
Class B shares | ||
Shareholders' Deficit | ||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 4,375,000 shares issued and outstanding at March 31, 2022 and December 31, 2021 | 437 | 437 |
Class A Common Stock Subject to Redemption | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption; 17,500,000 shares at $10.00 per share at March 31, 2022 and December 31, 2021 | $ 175,000,000 | $ 175,000,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, authorized | 1,000,000 | 1,000,000 |
Preferred shares, issued | 0 | 0 |
Preferred shares, outstanding | 0 | 0 |
Class A shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 180,000,000 | 180,000,000 |
Class B shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 20,000,000 | 20,000,000 |
Ordinary shares, issued | 4,375,000 | 4,375,000 |
Ordinary shares, outstanding | 4,375,000 | 4,375,000 |
Class A ordinary shares subject to possible redemption | ||
Shares subject to possible redemption | 17,500,000 | 17,500,000 |
Subject to possible redemption at price per share (in Dollars per share) | $ 10 | $ 10 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
General and administrative expenses | $ 1,921,803 | $ 250,369 |
Loss from operations | (1,921,803) | (250,369) |
Other income (expense) | ||
Interest earned on investments held in Trust Account | 22,530 | 45,521 |
Change in fair value of derivative warrant liabilities | 9,135,000 | 3,705,000 |
Net income | $ 7,235,727 | $ 3,500,152 |
Class A ordinary shares subject to possible redemption | ||
Other income (expense) | ||
Weighted average shares outstanding of ordinary shares, basic | 17,500,000 | 17,500,000 |
Weighted average shares outstanding of ordinary shares, diluted | 17,500,000 | 17,500,000 |
Basic net income per share, ordinary shares | $ 0.33 | $ 0.16 |
Diluted net income per share, ordinary shares | $ 0.33 | $ 0.16 |
Class B shares | ||
Other income (expense) | ||
Weighted average shares outstanding of ordinary shares, basic | 4,375,000 | 4,375,000 |
Weighted average shares outstanding of ordinary shares, diluted | 4,375,000 | 4,375,000 |
Basic net income per share, ordinary shares | $ 0.33 | $ 0.16 |
Diluted net income per share, ordinary shares | $ 0.33 | $ 0.16 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class A Common Stock Not Subject to RedemptionCommon Stock [Member] | Class B sharesCommon Stock [Member] | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning Balance at Dec. 31, 2020 | $ 0 | $ 437 | $ 0 | $ (26,057,955) | $ (26,057,518) |
Beginning Balance (in Shares) at Dec. 31, 2020 | 0 | 4,375,000 | |||
Net income | $ 0 | $ 0 | 0 | 3,500,152 | 3,500,152 |
Ending Balance at Mar. 31, 2021 | $ 0 | $ 437 | 0 | (22,557,803) | (22,557,366) |
Ending Balance (in Shares) at Mar. 31, 2021 | 0 | 4,375,000 | |||
Beginning Balance at Dec. 31, 2021 | $ 0 | $ 437 | 0 | (29,309,210) | (29,308,773) |
Beginning Balance (in Shares) at Dec. 31, 2021 | 0 | 4,375,000 | |||
Net income | $ 0 | $ 0 | 0 | 7,235,727 | 7,235,727 |
Ending Balance at Mar. 31, 2022 | $ 0 | $ 437 | $ 0 | $ (22,073,483) | $ (22,073,046) |
Ending Balance (in Shares) at Mar. 31, 2022 | 0 | 4,375,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 7,235,727 | $ 3,500,152 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Interest income on investments held in Trust Account | (22,530) | (45,520) |
Change in fair value of derivative warrant liabilities | (9,135,000) | (3,705,000) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 109,101 | 98,068 |
Accounts payable | 74,739 | 95,674 |
Accrued expenses | 1,030,952 | (31,580) |
Due to related party | 302,160 | 0 |
Net cash used in operating activities | (404,851) | (88,206) |
Cash Flows from Financing Activities: | ||
Proceeds from settlement of receivable from related party | 0 | 411,692 |
Repayment of note payable to related party | 0 | (175,626) |
Net cash provided by financing activities | 0 | 236,066 |
Net (decrease) increase in cash | (404,851) | 147,860 |
Cash - beginning of the period | 618,138 | 0 |
Cash - end of the period | $ 213,287 | $ 147,860 |
Description of Organization, Bu
Description of Organization, Business Operations, Going Concern and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Description of Organization, Business Operations, Going Concern and Basis of Presentation | |
Description of Organization, Business Operations, Going Concern and Basis of Presentation | Note 1 — Description of Organization and Business Operations Duddell Street Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 28, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). As of March 31, 2022, the Company had not yet commenced operations. All activity for the period from August 28, 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 the search for and due diligence on a potential target for a Business Combination. The Company’s sponsor is Duddell Street Holdings Limited, a Cayman Islands exempted company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 28, 2020. On November 2, 2020, the Company consummated its Initial Public Offering of 17,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $175.0 million, and incurring offering costs of approximately $10.1 million, inclusive of approximately $6.1 million in deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,500,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of $5.5 million (Note 4). On October 18, 2021, the Company and the Sponsor entered into a purchase agreement whereby the Sponsor agreed to purchase an additional 1,500,000 Private Placement Warrants for aggregate proceeds to the Company of $1.5 million, with each warrant having substantially the same terms as the Private Placement Warrants issued concurrent with the Initial Public Offering. Upon the closing of the Initial Public Offering and the Private Placement, $175.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds were placed in the Trust Account and are intended to be applied generally towards consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, 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 1940, as amended, or the Investment Company Act. The Company will provide its holders of the Public Shares (the “Public Shareholders”) 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per 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). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares are recorded at a redemption value and classified as temporary equity following the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal 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. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the founder shares prior to the Initial Public Offering (the “Initial Shareholders”) have agreed to vote their founder shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders have agreed to waive their redemption rights with respect to their founder shares and Public Shares (except with respect to any Public Shares acquired in or after the Initial Public Offering) in connection with the completion of a Business Combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder 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 Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees have agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or November 2, 2022, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders have agreed to waive their liquidation rights with respect to the founder shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares (but not with respect to any Public Shares acquired before the Initial Public Offering) 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 funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share 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 the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On November 7, 2021, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Grassroots Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and FiscalNote Holdings, Inc., a Delaware corporation (“FiscalNote”). The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company, Merger Sub and FiscalNote. The Business Combination Agreement provides for, among other things, the following transactions on the closing date: (i) the Company will domesticate as a Delaware corporation (“Newco”, such transaction, the “Domestication”) and, in connection with the Domestication, (A) each then issued and outstanding Class A ordinary share of the Company will convert automatically into one share of Class A common stock of Newco (the “Newco Class A Common Stock”), (B) each then issued and outstanding Class B ordinary share of the Company will convert automatically into one share of Newco Class A Common Stock, and (C) each then issued and outstanding common warrant of the Company will convert automatically into one warrant to purchase one share of Newco Class A Common Stock; and (ii) at least one day after the Domestication, Merger Sub will merge with and into FiscalNote, with FiscalNote as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of Newco (the “Merger”). The Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Proposed Business Combination.” The time at which the Merger becomes effective are hereinafter referred to as the “Effective Time.” In connection with the Proposed Business Combination, Newco will adopt a dual class stock structure pursuant to which (i) all stockholders of Newco, other than the existing holders of FiscalNote Class B common stock, will hold shares of Newco Class A Common Stock, which will have one vote per share, and (ii) the existing holders of FiscalNote Class B common stock will hold shares of Class B common stock of Newco (the “Newco Class B Common Stock”), which will have 25 votes per share. The Newco Class B Common Stock will be subject to conversion to Newco Class A Common Stock upon any transfers of Newco Class B Common Stock (except for certain permitted transfers) and subject to certain other customary terms and conditions. The Proposed Business Combination is expected to close in the second quarter of 2022, following the receipt of the required approval by the Company’s and FiscalNote’s shareholders and the fulfillment of other customary closing conditions. In accordance with the terms and subject to the conditions of the Business Combination Agreement (i) each share of FiscalNote Class A common stock (other than dissenting shares) will be canceled and converted into the right to receive the applicable portion of the merger consideration comprised of Newco Class A Common Stock, in an amount determined by dividing the quotient of (A) the sum of $1 billion plus the aggregate exercise price payable with respect to vested FiscalNote options and FiscalNote warrants, divided by (B) the total number of issued and outstanding FiscalNote shares, taking into account the total number of shares issued or issuable as a result of any exercise or conversion of all FiscalNote equity securities outstanding immediately prior to the Effective Time (whether issued prior to, at or after the Effective Time), by $10.00 (the “Exchange Ratio”), in accordance with the Business Combination Agreement, (ii) each share of FiscalNote Class B common stock (other than dissenting shares) will be canceled and converted into the right to receive the applicable portion of the merger consideration comprised of Newco Class B Common Stock, as determined pursuant to the Exchange Ratio, (iii) all of the subordinated convertible promissory notes issued by FiscalNote that are outstanding and unconverted immediately prior to the Effective Time will be automatically assumed and converted into a convertible note issued by Newco with a right of conversion into shares of Newco Class A Common Stock, (iv) all of the warrants to purchase FiscalNote Class A common stock or FiscalNote preferred stock outstanding and unexercised or unconverted, as applicable, immediately prior to the Effective Time will be deemed automatically exercised or converted into the right to receive a number of shares of Newco Class A common stock determined in accordance with the Business Combination Agreement, (v) all options to purchase Class A common stock of FiscalNote, vested or unvested, will convert into stock options to purchase shares of Newco Class A Common Stock determined in accordance with the Exchange Ratio, (vi) vested restricted stock units to acquire shares of Class A common stock of FiscalNote will be automatically deemed settled and converted into the right to receive that number of shares of Newco Class A Common Stock determined in the Business Combination Agreement, and (vii) all of the unvested restricted stock units to acquire shares of Class A common stock of FiscalNote outstanding immediately prior to the Effective Time will be automatically assumed and converted into restricted stock units relating to shares of Newco Class A Common Stock, subject to substantially the same terms and conditions as were applicable immediately before the Effective Time. In addition, the Business Combination Agreement contemplates that the holders of common stock, warrants, options and RSUs of FiscalNote outstanding immediately prior to the Effective Time will be entitled to receive earnout consideration in the form of shares of Newco Class A Common Stock and/or restricted stock units of Newco upon occurrence of certain triggering events after the Effective Time as determined in the Business Combination Agreement. Upon consummation of the Proposed Business Combination, the Company will pay its financial advisors a fee of $5 million. Sponsor Agreement Concurrently with the execution of the Business Combination Agreement, the Company, the Sponsor, FiscalNote and certain other persons party thereto entered into a sponsor letter agreement (the “Sponsor Agreement”), pursuant to which the Sponsor has agreed, among other things, to (i) not redeem any ordinary shares in the Company owned by it in connection with the Business Combination, (ii) vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Merger) and (iii) waive any adjustment to the conversion ratio set forth in the Company’s amended and restated memorandum and articles of association with respect to the Class B ordinary shares of the Company held by the Sponsor, in each case, on the terms and subject to the conditions set forth in the Sponsor Agreement. In addition, the Sponsor has agreed that (i) all equity interests of Newco held by the Sponsor immediately after the Effective Time (the “Restricted Securities”) will be subject to a lockup of 180 days from the Effective Time and (ii) 50% of each type of the Restricted Securities held by the Sponsor will be subject to a lockup during the period from the date that is 180 days following after the Effective Time and ending on the first anniversary of the Effective Time, in each case, except to the Permitted Transferees as defined in the Sponsor Agreement. PIPE Financing (Private Placement) In connection with the signing of the Business Combination Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors, including affiliates of Sponsor (the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to such investors, on the closing date of, and immediately prior to (but subject to), the Merger, an aggregate of 10,000,000 shares of Newco Class A Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $100,000,000 (the “PIPE Financing”). The Company will pay placement agent fees aggregating 4% of the aggregate gross proceeds from the PIPE financing, upon consummation of the PIPE financing. In connection with the execution of the First Amendment to the Business Combination Agreement and the Debt Commitment Letter (as defined in Note 11), the parties to the Subscription Agreements agreed to terminate such Subscription Agreements and the transactions contemplated thereby. Voting and Support Agreements Concurrently with the execution of the Business Combination Agreement, certain stockholders of FiscalNote (collectively, the “Voting Stockholders”) entered into a voting and support agreement (collectively, the “Support Agreements”) with the Company and FiscalNote, pursuant to which each Voting Stockholder has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) a lockup of all equity interests of Newco held by such Voting Stockholder immediately after the Effective Time for a period of 180 days from the Effective Time (or 12 months, in the case of the Company’s co-founders), and (iii) be bound by certain other covenants and agreements related to the Business Combination. The Voting Stockholders hold sufficient shares of FiscalNote to cause the approval of the Business Combination on behalf of FiscalNote. Registration Rights Agreement At the closing of the Business Combination, Newco, the Sponsor, the Backstop Purchasers (as defined below) and certain other holders of Newco Class A Common Stock will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) pursuant to which, among other matters, certain stockholders of the Company and FiscalNote will be granted certain customary demand and “piggy-back” registration rights with respect to their respective shares of Newco Class A Common Stock. Backstop Agreement In connection with the signing of the Business Combination Agreement, the Company and certain affiliates of the Sponsor (the “Backstop Purchasers”) entered into a backstop agreement (the “Backstop Agreement”) whereby the Backstop Purchasers have agreed, subject to the other terms and conditions included therein, at the BPS Closing (as defined in the Backstop Agreement), to subscribe for Newco Class A Common Stock in order to fund any redemptions by shareholders of the Company in connection with the Business Combination, in an amount of up to $175,000,000 (the “Sponsor Backstop”). On May 9, 2022, in connection with the execution of the Amendment, the Company and the Backstop Purchasers entered into an Amendment to the Backstop Agreement (the “Backstop Amendment”). Pursuant to the Backstop Amendment, the Company has agreed to a bonus issuance to each Backstop Purchaser of 0.57 shares of Newco Class A Common Stock for each Backstop Purchase Share immediately prior to the effective time of the Merger. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on April 14, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on April 14, 2022. Liquidity and Going Concern As of March 31, 2022, the Company had cash of approximately $ 213,000 The Company’s liquidity needs through March 31, 2022 have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the founder shares (as defined below), the loan under the Note of approximately $176,000 (see Note 5) to the Company, and the net proceeds from the consummation of the Initial Public Offering and the Private Placement of $2.0 million. On October 18, 2021, the Company and the Sponsor entered into a warrant purchase agreement whereby the Sponsor agreed to purchase an additional 1,500,000 Private Placement Warrants for aggregate proceeds to the Company of $1.5 million. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of March 31, 2022, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company has until November 2, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 2, 2022. Over this time period, the Company will be using funds not held in the Trust account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or the consummation of the Proposed Business Combination, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 of 2002, 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 shareholder 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited consolidated 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 consolidated 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 condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2022 and December 31, 2021, the Company did not have any cash equivalents. 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 Coverage limit of $250,000, and investments held in the Trust Account. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account The Company’s portfolio of investments is comprised of 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 investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed consolidated balance sheets. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative warrant liabilities 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 classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations. The fair value of the Public Warrants and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. Subsequently, the value of the Public Warrants are measured based on the trading price since being separately listed and traded, and the Private Placement Warrants are measured at fair value using a Monte Carlo simulation model, or based on the public warrant trading price taking into account certain provisions in the warrant agreement. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs are 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 associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the condensed consolidated statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, 17,500,000 Class A ordinary shares subject to possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets. Effective with the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes FASB ASC Topic 740, “Income Taxes,” 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net incomeby the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income per ordinary shares does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 15,750,000 ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the three months ended March 31, 2022 and 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended For the Three Months Ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 5,788,582 $ 1,447,145 $ 2,800,122 $ 700,030 Denominator: Basic and diluted weighted average ordinary shares outstanding 17,500,000 4,375,000 17,500,000 4,375,000 Basic and diluted net income per ordinary share $ 0.33 $ 0.33 $ 0.16 $ 0.16 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3—Initial Public Offering On November 2, 2020, the Company consummated its Initial Public Offering of 17,500,000 Units, at $10.00 per Unit, generating gross proceeds of $175.0 million, and incurring offering costs of approximately $10.1 million, inclusive of approximately $6.1 million in deferred underwriting commissions. Of the 17,500,000 Units sold in the Initial Public Offering, 4,000,000 Units were purchased by certain funds affiliated with the Sponsor (the “Affiliated Units”). Each Unit consists of one Class A ordinary share and one-half |
Private Placements
Private Placements | 3 Months Ended |
Mar. 31, 2022 | |
Private Placements | |
Private Placements | Note 4—Private Placements Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,500,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of $5.5 million. On October 18, 2021, the Company and the Sponsor entered into a warrants purchase agreement whereby the Sponsor agreed to purchase an aggregate of 1,500,000 Private Placement Warrants for aggregate proceeds to the Company of $1.5 million, with each warrant having substantially the same terms as the Private Placement Warrants issued concurrent with the Initial Public Offering. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors 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 | |
Related Party Transactions | Note 5—Related Party Transactions Founder Shares On August 31, 2020, the Initial Shareholders paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 5,031,250 Class B ordinary shares (the “founder shares”). The Sponsor agreed to surrender for no consideration 656,250 founder shares when the option to purchase additional units was not exercised by the underwriters. The Sponsor transferred 25,000 of its founder shares to each of Marc Holtzman and Bradford Allen The Initial Shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the founder shares will be released from the lockup. Due To Related Party As of March 31, 2022, the Company had a payable of $ 0.3 million due to an affiliate of the Sponsor, resulting from the affiliate paying certain costs on behalf of the Company. Related Party Loans On August 28, 2020, the Sponsor agreed to loan the Company up to $250,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. As of December 31, 2021, the Company borrowed approximately $176,000 under the Note. The Company repaid the Note on March 31, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of 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 will repay such 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. 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. As of March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 6—Commitments and Contingencies Registration and Shareholder Rights The holders of the founder shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and underlying shares) will be entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $3.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $6.1 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 3 Months Ended |
Mar. 31, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption | |
Class A Ordinary Shares Subject to Possible Redemption | Note 7—Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 180,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of March 31, 2022 and December 31, 2021, there were 17,500,000 Class A ordinary shares outstanding, which were all subject to possible redemption and classified outside of permanent equity in the condensed consolidated balance sheets. The Class A ordinary shares subject to possible redemption reflected on the condensed consolidated balance sheets are reconciled on the following table: Gross Proceeds $ 175,000,000 Less: Proceeds allocated to Public Warrants (7,875,000) Class A ordinary shares issuance costs (9,666,677) Plus: Remeasurement adjustment on redeemable common stock 17,541,677 Class A ordinary shares subject to possible redemption $ 175,000,000 |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Shareholder's Deficit | |
Shareholders' Deficit | Note 8—Shareholders’ Deficit Preference Shares Class A Ordinary Shares Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Warrant Liabilities | |
Derivative Warrant Liabilities | Note 9—Derivative Warrant Liabilities As of March 31, 2022 and December 31, 2021, the Company had an aggregate of 15,750,000 warrants outstanding, comprised of 8,750,000 Public Warrants and 7,000,000 Private Placement Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). 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 commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the 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 ordinary shares 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” 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 commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares 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 Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any founder shares held by the Initial Shareholders 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 the initial Business Combination, and (z) the volume-weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30- trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 10—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 as of March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of March 31, 2022 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 175,124,335 $ — $ — $ 175,124,335 Liabilities Derivative public warrant liabilities 5,862,500 — — 5,862,500 Derivative private warrant liabilities — 4,690,000 — 4,690,000 Total Liabilities $ 5,862,500 $ 4,690,000 $ — $ 10,552,500 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 175,101,805 $ — $ — $ 175,101,805 Liabilities Derivative public warrant liabilities 10,937,500 — — 10,937,500 Derivative private warrant liabilities — 8,750,000 — 8,750,000 Total Liabilities $ 10,937,500 $ 8,750,000 $ — $ 19,687,500 Level 1 assets include investments in money market funds or U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. For the Public Warrants issued in connection with the Public Offering, the traded market price was used as fair value. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a level 2 measurement in July 2021, as the key inputs to the valuation model became directly or indirectly observable from the Public Warrants listed price. The Private Placement Warrants were measured at fair value using a Monte Carlo simulation model prior to July 2021. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company identified the following events that require disclosure in the condensed consolidated financial statements. Amendment to the Business Combination Agreement On May 9, 2022, the Company, FiscalNote and Merger Sub entered into a First Amendment to the Business Combination Agreement (the “Amendment”). Pursuant to the Amendment, the parties thereto agreed to (i) an additional triggering event (the volume-weighted average price of the Newco Class A Common Stock for certain trading periods post-Closing reaching $10.50) for issuing an additional tranche of earnout consideration pursuant to the Business Combination Agreement, (ii) an extension of the Termination Date (as defined in the Business Combination Agreement) to August 7, 2022 and (iii) a bonus issuance of 0.57 shares of Newco Class A Common Stock to the holders of the Company’s Class A ordinary shares that do not elect to redeem their shares for each share of Newco Class A Common Stock received by such holders in the Domestication and to the Backstop Purchasers for each Backstop Purchase Share pursuant to the Backstop Amendment. In addition, certain provisions of the Business Combination Agreement were amended to reflect the transactions contemplated by FiscalNote’s execution of a debt commitment letter, the termination of the Subscription Agreements and the removal of the PIPE Financing. Termination of the PIPE Financing The parties to the Subscription Agreements (as described in Note 1) agreed to terminate such agreements and the transactions contemplated thereby. Amendment to Backstop Agreement On May 9, 2022, in connection with the execution of the Amendment, the Company and the Backstop Purchasers (as defined in Note 1) entered into an Amendment to the Backstop Agreement (the “Backstop Amendment”). Pursuant to the Backstop Amendment, the Company has agreed to a bonus issuance to each Backstop Purchaser of 0.57 shares of Newco Class A Common Stock for each Backstop Purchase Share immediately prior to the effective time of the Merger. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard On April 29, 2022, the Company received a letter from the staff of the Listing Qualifications Department of the Nasdaq Stock Market (the “Staff”) stating that due to Mr. Collier’s resignation as a director from the Board and audit committee, the Company no longer complies with the Board Composition and Committee Requirement Rules, which require that a majority of the Board must be independent and the audit committee is required to have a minimum of three members, each of whom must be an independent director. In accordance with Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4), Nasdaq will provide the Company a cure period in order to regain compliance as follows: (i) until the earlier of the Company’s next annual shareholders’ meeting or April 19, 2023; or (ii) if the Company’s next annual shareholders’ meeting is held before October 17, 2022, then the Company must evidence compliance no later than October 17, 2022 (the “Cure Period”). If the Company fails to regain compliance within the Cure Period, the Nasdaq Listing Rules require the Staff to provide written notification to the Company that its securities will be delisted. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on April 14, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on April 14, 2022. |
Liquidity and Going Concern | Liquidity and Going Concern As of March 31, 2022, the Company had cash of approximately $ 213,000 The Company’s liquidity needs through March 31, 2022 have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the founder shares (as defined below), the loan under the Note of approximately $176,000 (see Note 5) to the Company, and the net proceeds from the consummation of the Initial Public Offering and the Private Placement of $2.0 million. On October 18, 2021, the Company and the Sponsor entered into a warrant purchase agreement whereby the Sponsor agreed to purchase an additional 1,500,000 Private Placement Warrants for aggregate proceeds to the Company of $1.5 million. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of March 31, 2022, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company has until November 2, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 2, 2022. Over this time period, the Company will be using funds not held in the Trust account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Risks and Uncertainties | Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or the consummation of the Proposed Business Combination, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
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 of 2002, 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 shareholder 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the unaudited consolidated 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 consolidated 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 condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | 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. As of March 31, 2022 and December 31, 2021, the Company did not have any cash equivalents. 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 Coverage limit of $250,000, and investments held in the Trust Account. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of 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 investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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 the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed consolidated balance sheets. |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative warrant liabilities | Derivative warrant liabilities 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 classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations. The fair value of the Public Warrants and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. Subsequently, the value of the Public Warrants are measured based on the trading price since being separately listed and traded, and the Private Placement Warrants are measured at fair value using a Monte Carlo simulation model, or based on the public warrant trading price taking into account certain provisions in the warrant agreement. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs are 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 associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the condensed consolidated statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, 17,500,000 Class A ordinary shares subject to possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets. Effective with the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Income Taxes | Income Taxes FASB ASC Topic 740, “Income Taxes,” 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Loss Per Ordinary Share | Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net incomeby the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income per ordinary shares does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 15,750,000 ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the three months ended March 31, 2022 and 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended For the Three Months Ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 5,788,582 $ 1,447,145 $ 2,800,122 $ 700,030 Denominator: Basic and diluted weighted average ordinary shares outstanding 17,500,000 4,375,000 17,500,000 4,375,000 Basic and diluted net income per ordinary share $ 0.33 $ 0.33 $ 0.16 $ 0.16 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares | For the Three Months Ended For the Three Months Ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 5,788,582 $ 1,447,145 $ 2,800,122 $ 700,030 Denominator: Basic and diluted weighted average ordinary shares outstanding 17,500,000 4,375,000 17,500,000 4,375,000 Basic and diluted net income per ordinary share $ 0.33 $ 0.33 $ 0.16 $ 0.16 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption | |
Schedule of Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet | Gross Proceeds $ 175,000,000 Less: Proceeds allocated to Public Warrants (7,875,000) Class A ordinary shares issuance costs (9,666,677) Plus: Remeasurement adjustment on redeemable common stock 17,541,677 Class A ordinary shares subject to possible redemption $ 175,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements | |
Schedule of fair value on a recurring basis | Fair Value Measured as of March 31, 2022 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 175,124,335 $ — $ — $ 175,124,335 Liabilities Derivative public warrant liabilities 5,862,500 — — 5,862,500 Derivative private warrant liabilities — 4,690,000 — 4,690,000 Total Liabilities $ 5,862,500 $ 4,690,000 $ — $ 10,552,500 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 175,101,805 $ — $ — $ 175,101,805 Liabilities Derivative public warrant liabilities 10,937,500 — — 10,937,500 Derivative private warrant liabilities — 8,750,000 — 8,750,000 Total Liabilities $ 10,937,500 $ 8,750,000 $ — $ 19,687,500 |
Description of Organization, _2
Description of Organization, Business Operations, Going Concern and Basis of Presentation (Details) | Oct. 28, 2021USD ($)shares | Nov. 02, 2020USD ($)$ / sharesshares | Mar. 31, 2022USD ($)item$ / sharesshares | May 09, 2022 | Nov. 07, 2021USD ($)$ / shares |
Description of Organization, Business Operations, Going Concern Basis of Presentation Line Items | |||||
Consummated sale of units (in Shares) | shares | 17,500,000 | ||||
Initial Public Offering [Member] | |||||
Description of Organization, Business Operations, Going Concern Basis of Presentation Line Items | |||||
Consummated sale of units (in Shares) | shares | 17,500,000 | ||||
Per share (in Dollars per share) | $ / shares | $ 10 | ||||
Gross proceeds from initial public offering | $ 175,000,000 | ||||
Offering costs | 10,100,000 | ||||
Deferred underwriting commissions | $ 6,100,000 | ||||
Maturity, government securities held in Trust | 185 days | ||||
Private Placement Warrants | |||||
Description of Organization, Business Operations, Going Concern Basis of Presentation Line Items | |||||
Additional purchase units (in Shares) | shares | 5,500,000 | ||||
Share price (in Dollars per share) | $ / shares | $ 1 | ||||
Proceeds received from private placement | $ 5,500,000 | ||||
Initial business combination | |||||
Description of Organization, Business Operations, Going Concern Basis of Presentation Line Items | |||||
Condition for future business combination number of businesses minimum | item | 1 | ||||
Minimum percentage of trust account required for business combination | 80.00% | ||||
Outstanding voting percentage | 50.00% | ||||
Redeem shares (in Dollars per share) | $ / shares | $ 10 | ||||
Minimum Net Tangible Assets | $ 5,000,001 | ||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||||
Initial business combination period | 24 months | ||||
Business days to cease operations | 10 days | ||||
Interest earned on Trust assets usable for dissolution expenses | $ 100,000 | ||||
Proposed business combination | |||||
Description of Organization, Business Operations, Going Concern Basis of Presentation Line Items | |||||
Warrants conversion ratio | 1 | ||||
Exchange ratio | $ / shares | $ 10 | ||||
Advisory fee payable | $ 5,000,000 | ||||
Sponsor Warrants Purchase Agreement | Private Placement Warrants | |||||
Description of Organization, Business Operations, Going Concern Basis of Presentation Line Items | |||||
Additional purchase units (in Shares) | shares | 1,500,000 | ||||
Proceeds received from private placement | $ 1,500,000 | ||||
PIPE Financing | |||||
Description of Organization, Business Operations, Going Concern Basis of Presentation Line Items | |||||
Per share (in Dollars per share) | $ / shares | $ 10 | ||||
Newco common shares subscribed, unissued | shares | 10,000,000 | ||||
Proceeds receivable from business combination | $ 100,000,000 | ||||
Advisory fee, percentage | 4.00% | ||||
Voting and Support Agreements | |||||
Description of Organization, Business Operations, Going Concern Basis of Presentation Line Items | |||||
Lock up period | 180 days | ||||
Backstop Agreement | |||||
Description of Organization, Business Operations, Going Concern Basis of Presentation Line Items | |||||
Proceeds receivable from business combination | $ 175,000,000 | ||||
Sponsor Agreement | |||||
Description of Organization, Business Operations, Going Concern Basis of Presentation Line Items | |||||
Lock up period | 180 days | ||||
Percentage of each type of restricted shares subject to lock up | 50.00% | ||||
Subsequent event | Backstop Agreement | |||||
Description of Organization, Business Operations, Going Concern Basis of Presentation Line Items | |||||
Ratio of bonus issuance to each Backstop Purchaser for shares of Newco Class A Common Stock for each Backstop Purchase Share | 0.57 | ||||
Sponsor | Voting and Support Agreements | |||||
Description of Organization, Business Operations, Going Concern Basis of Presentation Line Items | |||||
Lock up period | 12 months | ||||
Class B shares | Proposed business combination | |||||
Description of Organization, Business Operations, Going Concern Basis of Presentation Line Items | |||||
Common stock conversion ratio | 1 | ||||
Votes per common share | 25 | ||||
Class A shares | |||||
Description of Organization, Business Operations, Going Concern Basis of Presentation Line Items | |||||
Share price (in Dollars per share) | $ / shares | $ 12 | ||||
Seeking redemption rights percentage | 20.00% | ||||
Class A shares | Proposed business combination | |||||
Description of Organization, Business Operations, Going Concern Basis of Presentation Line Items | |||||
Common stock conversion ratio | 1 | ||||
Votes per common share | 1 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | ||
Cash | $ 213,287 | $ 618,138 |
Working capital | 5,500,000 | |
Working Capital Loans | 0 | |
Amounts outstanding under any Working Capital Loans | $ 1,500,000 | |
Maturity term of U.S. government securities | 185 days | |
Unrecognized tax benefits | $ 0 | 0 |
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 |
Sponsor | ||
Basis of Presentation and Summary of Significant Accounting Policies | ||
Working Capital Loans | 25,000 | |
Loan Amount From Sponsor | 176,000 | |
Aggregate Expenses | $ 2,000,000 | |
Private Placement Warrants | Sponsor | ||
Basis of Presentation and Summary of Significant Accounting Policies | ||
Agreed to additional warrants purchase | 1,500,000 | |
Proceeds from issuance of warrants | $ 1,500,000 | |
Class A shares | ||
Basis of Presentation and Summary of Significant Accounting Policies | ||
Common stock subject to possible redemption | 17,500,000 | 17,500,000 |
Diluted loss per ordinary share | 15,750,000 | 15,750,000 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Reconciliation of the numerator and denominator used to compute basic and diluted net loss per share (Details) (Imported) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Class A ordinary shares subject to possible redemption | |||
Numerator: | |||
Allocation of net income, basic | $ 5,788,582 | $ 2,800,122 | |
Allocation of net income, diluted | $ 5,788,582 | $ 2,800,122 | |
Denominator: | |||
Weighted average shares outstanding of ordinary shares, basic | 17,500,000 | 17,500,000 | |
Weighted average shares outstanding of ordinary shares, diluted | 17,500,000 | 17,500,000 | |
Basic net income per share, ordinary shares | $ 0.33 | $ 0.16 | |
Diluted net income per share, ordinary shares | $ 0.33 | $ 0.16 | |
Class B shares | |||
Numerator: | |||
Allocation of net income, basic | $ 1,447,145 | $ 700,030 | |
Allocation of net income, diluted | $ 1,447,145 | $ 700,030 | |
Denominator: | |||
Weighted average shares outstanding of ordinary shares, basic | 4,375,000 | 4,375,000 | |
Weighted average shares outstanding of ordinary shares, diluted | 4,375,000 | 4,375,000 | 4,375,000 |
Basic net income per share, ordinary shares | $ 0.33 | $ 0.16 | |
Diluted net income per share, ordinary shares | $ 0.33 | $ 0.16 | $ 0.16 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 02, 2020 | Mar. 31, 2022 |
Initial Public Offering (Details) [Line Items] | ||
Initial public offering unit issued | 17,500,000 | |
Deferred underwriting commissions (in Dollars) | $ 6.1 | |
Exercise price per warrant | $ 11.50 | |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Initial public offering unit issued | 17,500,000 | |
Price per share (in Dollars per share) | $ 10 | |
Generating gross proceeds (in Dollars) | $ 175 | |
Offering cost (in Dollars) | $ 10.1 | |
Exercise price per warrant | $ 11.50 | |
Sponsor | ||
Initial Public Offering (Details) [Line Items] | ||
Initial public offering unit issued | 4,000,000 | |
Class A shares | Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Number of shares in a unit | 1 | |
Number of warrants in a unit | 0.5 | |
Number of shares issuable per warrant | 1 |
Private Placements (Details)
Private Placements (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 28, 2021 | Oct. 18, 2021 | Nov. 02, 2020 | Mar. 31, 2022 |
Sponsor Warrants Purchase Agreement | ||||
Private Placement (Details) [Line Items] | ||||
Proceeds from issuance of warrants | $ 1.5 | |||
Number of warrants issued | 1,500,000 | |||
Private Placement Warrants | ||||
Private Placement (Details) [Line Items] | ||||
Aggregate of purchase shares (in Shares) | 5,500,000 | |||
Warrant price | $ 1 | |||
Gross proceeds private placement warrants | $ 5.5 | |||
Exercise price | $ 11.50 | |||
Threshold period for not to transfer assign or sell any shares or warrants after completion of initial business combination | 30 days | |||
Private Placement Warrants | Sponsor Warrants Purchase Agreement | ||||
Private Placement (Details) [Line Items] | ||||
Gross proceeds private placement warrants | $ 1.5 | |||
Class A shares | Private Placement Warrants | ||||
Private Placement (Details) [Line Items] | ||||
Number of shares issuable per warrant | 1 |
Related Party Transactions (Det
Related Party Transactions (Details) | May 24, 2021shares | Aug. 31, 2020USD ($)shares | Aug. 28, 2020USD ($) | Aug. 31, 2020USD ($)shares | Mar. 31, 2022USD ($)D$ / shares | Dec. 31, 2021USD ($) |
Related Party Transactions (Details) [Line Items] | ||||||
Sponsor, description | The Sponsor agreed to surrender for no consideration 656,250 founder shares when the option to purchase additional units was not exercised by the underwriters. | |||||
Due to affiliate | $ 300,000 | |||||
Working capital loan | $ 1,500,000 | |||||
Warrant price per share (in Dollars per share) | $ / shares | $ 1 | |||||
Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Issuance of aggregate | $ 25,000 | |||||
Number of shares forfeited | shares | 656,250 | |||||
Number of shares not subject to forfeiture when underwriters' over-allotment option was not exercised | 350,000 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||
Class B shares | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Issuance of aggregate shares (in Shares) | shares | 5,031,250 | |||||
Class A shares | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Price per share (in Dollars per share) | $ / shares | $ 12 | |||||
Marc Holtzman | Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Number of shares transferred | shares | 25,000 | |||||
Bradford Allen | Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Number of shares transferred | shares | 25,000 | |||||
Mr. Coker | Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Number of shares transferred | shares | 300,000 | |||||
Mr. Coker | Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Number of shares forfeited | shares | 300,000 | |||||
Related Party Loan [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Loan amount | $ 250,000 | |||||
Borrowed amount | $ 176,000 | |||||
Working capital loan | $ 0 | $ 0 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($)item$ / shares | |
Commitments and Contingencies. | |
Maximum number of demands for registration of securities | item | 3 |
Underwriting discount | $ / shares | $ 0.20 |
Deferred underwriting fees payable | $ | $ 3.5 |
Additional unit per share | $ / shares | $ 0.35 |
Aggregate deferred underwriting commissions | $ | $ 6.1 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) | 3 Months Ended | |
Mar. 31, 2022USD ($)Vote$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | |
Class A shares | ||
Temporary Equity [Line Items] | ||
Number of shares authorized | shares | 180,000,000 | 180,000,000 |
Par value | $ / shares | $ 0.0001 | $ 0.0001 |
Number of votes per share | Vote | 1 | |
Class A Common Stock Subject to Redemption | ||
Temporary Equity [Line Items] | ||
Par value | $ / shares | $ 0.0001 | |
Number of Class A ordinary shares outstanding | shares | 17,500,000 | 17,500,000 |
Gross Proceeds | $ 175,000,000 | |
Proceeds allocated to Public Warrants | (7,875,000) | |
Class A ordinary shares issuance costs | (9,666,677) | |
Remeasurement adjustment on redeemable common stock | 17,541,677 | |
Class A ordinary shares subject to possible redemption | $ 175,000,000 | $ 175,000,000 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) | 3 Months Ended | |
Mar. 31, 2022Vote$ / sharesshares | Dec. 31, 2021$ / sharesshares | |
Shareholder's Deficit (Details) [Line Items] | ||
Preference shares, authorized | 1,000,000 | 1,000,000 |
Preference shares, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred shares, issued | 0 | 0 |
Preferred shares, outstanding | 0 | 0 |
Share per warrant | $ / shares | $ 11.50 | |
Threshold conversion ratio of stock | 1 | |
Class A shares | ||
Shareholder's Deficit (Details) [Line Items] | ||
Ordinary shares, authorized | 180,000,000 | 180,000,000 |
Par value | $ / shares | $ 0.0001 | $ 0.0001 |
Ordinary shares, issued including shares subject to possible redemption | 17,500,000 | 17,500,000 |
Common shares, votes per share | Vote | 1 | |
Conversion percentage | 20.00% | |
Threshold conversion ratio of stock | 1 | |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Number of votes per share | Vote | 1 | |
Class B shares | ||
Shareholder's Deficit (Details) [Line Items] | ||
Ordinary shares, authorized | 20,000,000 | 20,000,000 |
Par value | $ / shares | $ 0.0001 | $ 0.0001 |
Ordinary shares, issued | 4,375,000 | 4,375,000 |
Ordinary shares, outstanding | 4,375,000 | 4,375,000 |
Common shares, votes per share | Vote | 1 | |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Number of votes per share | Vote | 1 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 3 Months Ended | |
Mar. 31, 2022D$ / sharesshares | Dec. 31, 2021shares | |
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | shares | 15,750,000 | 15,750,000 |
Warrants exercisable term from the closing of the Business Combination | 30 days | |
Warrants exercisable term from the closing of the initial public offering | 12 months | |
Threshold period for filling registration statement after business combination | 15 days | |
Share per warrant | $ 11.50 | |
Public Warrants expiration term | 5 years | |
Threshold trading days for calculating Market Value | D | 20 | |
Percentage of gross proceeds on total equity proceeds | 60.00% | |
Number of trading days on which fair market value of shares is reported | D | 10 | |
Threshold issue price per share | $ 9.20 | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 100.00% | |
Adjustment two of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | |
Multiplier used in calculating warrant exercise price | 0.361 | |
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | D | 20 | |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Threshold number of business days before sending notice of redemption to warrant holders | D | 3 | |
Redemption Period | 30 days | |
Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | shares | 8,750,000 | 8,750,000 |
Number of fractional warrants to be issued | shares | 0 | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | shares | 7,000,000 | 7,000,000 |
Threshold period for not to transfer assign or sell any shares or warrants after completion of initial business combination | 30 days | |
Class A shares | ||
Class of Warrant or Right [Line Items] | ||
Maximum threshold period for registration statement to become effective after business combination | 60 days |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of fair value on a recurring basis (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Investments held in Trust Account | $ 175,124,335 | $ 175,101,805 |
Liabilities: | ||
Derivative warrant liabilities | 10,552,500 | 19,687,500 |
Level 1 | ||
Assets | ||
Investments held in Trust Account | 175,124,335 | 175,101,805 |
Liabilities: | ||
Derivative warrant liabilities | 5,862,500 | 10,937,500 |
Level 2 | ||
Liabilities: | ||
Derivative warrant liabilities | 4,690,000 | 8,750,000 |
Public Warrants | ||
Liabilities: | ||
Derivative warrant liabilities | 5,862,500 | 10,937,500 |
Public Warrants | Level 1 | ||
Liabilities: | ||
Derivative warrant liabilities | 5,862,500 | 10,937,500 |
Private Warrants | ||
Liabilities: | ||
Derivative warrant liabilities | 4,690,000 | 8,750,000 |
Private Warrants | Level 2 | ||
Liabilities: | ||
Derivative warrant liabilities | $ 4,690,000 | $ 8,750,000 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Millions | Oct. 18, 2021USD ($)shares | May 09, 2022$ / shares | Mar. 31, 2022$ / shares |
Subsequent Event [Line Items] | |||
Exercise price per warrant | $ 11.50 | ||
Business Combination Agreement | Subsequent event | Sponsor | |||
Subsequent Event [Line Items] | |||
Volume-weighted average price of Newco Class A Common Stock for certain trading periods post-Closing for issuing additional tranche of earnout consideration | $ 10.50 | ||
Ratio of bonus issuance to each Backstop Purchaser for shares of Newco Class A Common Stock for each Backstop Purchase Share | 0.57 | ||
Sponsor Warrants Purchase Agreement | |||
Subsequent Event [Line Items] | |||
Number of warrants issued | shares | 1,500,000 | ||
Proceeds from Issuance of Warrants | $ | $ 1.5 |