Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2022 shares | |
Document and Entity Information | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Sep. 30, 2022 |
Entity File Number | 001-39920 |
Entity Registrant Name | LIBERTY MEDIA ACQUISITION CORPORATION |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 85-3809075 |
Entity Address, Address Line One | 12300 Liberty Boulevard |
Entity Address, City or Town | Englewood |
Entity Address, State or Province | CO |
Entity Address, Postal Zip Code | 80112 |
City Area Code | 720 |
Local Phone Number | 875-5800 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Shell Company | true |
Entity Central Index Key | 0001831992 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | Q3 |
Amendment Flag | false |
Units, each consisting of one share of Series A common stock and one-fifth of one redeemable warrant | |
Document and Entity Information | |
Title of 12(b) Security | Units, each consisting of one share of Series A common stock and one-fifth of one redeemable warrant |
Trading Symbol | LMACU |
Security Exchange Name | NASDAQ |
Series A common stock | |
Document and Entity Information | |
Title of 12(b) Security | Series A common stock, par value $0.0001 per share |
Trading Symbol | LMACA |
Security Exchange Name | NASDAQ |
Entity Common Stock, Shares Outstanding | 57,500,000 |
Redeemable warrants, each whole warrant exercisable for one share of Series A common stock at an exercise price | |
Document and Entity Information | |
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Series A common stock at an exercise price of $11.50 |
Trading Symbol | LMACW |
Security Exchange Name | NASDAQ |
Series F common stock | |
Document and Entity Information | |
Entity Common Stock, Shares Outstanding | 14,375,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 288,669 | $ 287,403 |
Prepaid expenses and other current assets | 243,100 | 694,950 |
Total current assets | 531,769 | 982,353 |
Cash and marketable securities held in Trust Account | 578,373,825 | 575,053,412 |
Prepaid expenses and other assets | 49,102 | |
Total assets | 578,905,594 | 576,084,867 |
Current liabilities: | ||
Accounts payable and accrued expenses | 241,337 | 442,342 |
Sponsor loans (note 4) | 3,300,000 | 727,825 |
Other current liabilities | 239,999 | |
Total current liabilities | 3,541,337 | 1,410,166 |
Noncurrent liabilities: | ||
Deferred offering costs | 20,125,000 | 20,125,000 |
Total liabilities | 23,666,337 | 75,666,032 |
Commitments and contingencies (note 5) | ||
Common stock subject to possible redemption, 57,500,000 shares at redemption value | 578,373,825 | 575,053,412 |
Stockholder's equity (deficit): | ||
Preferred stock, $0.0001 par value; 50,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 23,562 | 23,562 |
Accumulated deficit | (23,159,568) | (74,659,577) |
Total stockholder's equity (deficit) | (23,134,568) | (74,634,577) |
Total liabilities and stockholder's equity (deficit) | 578,905,594 | 576,084,867 |
Public Warrants | ||
Noncurrent liabilities: | ||
Warrants | 20,125,000 | |
Private Placement Warrants | ||
Noncurrent liabilities: | ||
Warrants | 18,600,000 | |
Forward Purchase Agreement | ||
Noncurrent liabilities: | ||
Warrants | 15,405,866 | |
Series A common stock | ||
Stockholder's equity (deficit): | ||
Common stock | ||
Series B common stock | ||
Stockholder's equity (deficit): | ||
Common stock | ||
Series C common stock | ||
Stockholder's equity (deficit): | ||
Common stock | ||
Series F common stock | ||
Stockholder's equity (deficit): | ||
Common stock | $ 1,438 | $ 1,438 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common Stock Shares Subject To Forfeiture | 57,500,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series A common stock | ||
Common Stock Shares Subject To Forfeiture | 57,500,000 | 57,500,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Series B common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Series C common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Series F common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 14,375,000 | 14,375,000 |
Common stock, shares outstanding | 14,375,000 | 14,375,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
General, administrative and formation costs | $ (783,023) | $ (611,430) | $ (2,598,681) | $ (2,203,518) |
Income (loss) from operations | (783,023) | (611,430) | (2,598,681) | (2,203,518) |
Other income (expense) | ||||
Interest expense | (42,571) | (51,853) | (272,175) | (51,853) |
Interest income on marketable securities held in Trust Account | 2,538,748 | 14,495 | 3,320,413 | 38,916 |
Realized and unrealized gains (losses), net | 13,428,921 | 18,575,360 | 54,370,865 | (12,165,753) |
Total other income (expense) | 15,925,098 | 18,538,002 | 57,419,103 | (12,178,690) |
Net earnings (loss) | $ 15,142,075 | $ 17,926,572 | $ 54,820,422 | $ (14,382,208) |
Series A common stock | ||||
Other income (expense) | ||||
Basic net earnings (loss) per share | $ 0.18 | $ 0.25 | $ 0.72 | $ (0.98) |
Diluted net earnings (loss) per share | 0.18 | 0.25 | 0.72 | (0.98) |
Series F common stock | ||||
Other income (expense) | ||||
Basic net earnings (loss) per share | 0.18 | 0.25 | 0.72 | (0.98) |
Diluted net earnings (loss) per share | $ 0.18 | $ 0.25 | $ 0.72 | $ (0.98) |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||||
Net earnings (loss) | $ 54,820,422 | $ (14,382,208) | ||
Adjustments to reconcile net earnings (loss) to net cash used in operating activities: | ||||
Realized and unrealized (gains) losses, net | $ (13,428,921) | $ (18,575,360) | (54,370,865) | 12,165,753 |
Non-cash interest expense | 42,571 | 51,853 | 272,175 | 51,853 |
Interest earned on Trust Account | (2,538,748) | (14,495) | (3,320,413) | (38,916) |
Changes in current assets and current liabilities: | ||||
Prepaid and other assets | 500,952 | (977,562) | ||
Accounts payable and accrued expenses | (201,005) | (275,285) | ||
Net cash used in operating activities | (2,298,734) | (3,456,365) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash into Trust Account | (575,000,000) | |||
Net cash used in investing activities | (575,000,000) | |||
Cash Flows from Financing Activities: | ||||
Proceeds from Initial Public Offering | 575,000,000 | |||
Proceeds from private placement | 15,000,000 | |||
Payments of offering costs | (11,831,708) | |||
Borrowings (payments) on Sponsor loans, net | 2,300,000 | 845,517 | ||
Net cash provided by financing activities | 2,300,000 | 579,013,809 | ||
Net Change in Cash | 1,266 | 557,444 | ||
Cash - Beginning of period | 287,403 | |||
Cash - End of period | $ 288,669 | $ 557,444 | $ 288,669 | 557,444 |
Supplemental Disclosure of Non-cash Financing Activities: | ||||
Deferred underwriters' costs | $ 20,125,000 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock Series F common stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 1,438 | $ 23,562 | $ (1,300) | $ 23,700 |
Stockholder's equity rollforward | ||||
Net earnings (loss) | (14,382,208) | (14,382,208) | ||
Measurement adjustment on redeemable common stock | (50,687,215) | (50,687,215) | ||
Balance at Sep. 30, 2021 | 1,438 | 23,562 | (65,070,723) | (65,045,723) |
Balance at Jun. 30, 2021 | 1,438 | 23,562 | (82,982,800) | (82,957,800) |
Stockholder's equity rollforward | ||||
Net earnings (loss) | 17,926,572 | 17,926,572 | ||
Measurement adjustment on redeemable common stock | (14,495) | (14,495) | ||
Balance at Sep. 30, 2021 | 1,438 | 23,562 | (65,070,723) | (65,045,723) |
Balance at Dec. 31, 2021 | 1,438 | 23,562 | (74,659,577) | (74,634,577) |
Stockholder's equity rollforward | ||||
Net earnings (loss) | 54,820,422 | 54,820,422 | ||
Measurement adjustment on redeemable common stock | (3,320,413) | (3,320,413) | ||
Balance at Sep. 30, 2022 | 1,438 | 23,562 | (23,159,568) | (23,134,568) |
Balance at Jun. 30, 2022 | 1,438 | 23,562 | (35,762,895) | (35,737,895) |
Stockholder's equity rollforward | ||||
Net earnings (loss) | 15,142,075 | 15,142,075 | ||
Measurement adjustment on redeemable common stock | (2,538,748) | (2,538,748) | ||
Balance at Sep. 30, 2022 | $ 1,438 | $ 23,562 | $ (23,159,568) | $ (23,134,568) |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization and Business Operations | |
Organization and Business Operations | (1) Organization and Business Operations Organization and General Liberty Media Acquisition Corporation (the "Company") is a blank check company incorporated in Delaware on November 6, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar initial business combination with one or more businesses. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. On January 21, 2021, the Company filed a restated certificate of incorporation (the “certificate of incorporation”) to increase its authorized shares of Series A common stock from 2 billion shares to 3 billion shares and Series B Common Stock from 300 million shares to 1 billion shares. The Company’s authorized Series C Common Stock remains at 5 billion shares; Series F Common stock remains at 200 million shares and Preferred Stock remains at 50 million shares. As of September 30, 2022, the Company had not commenced any operations. From November 6, 2020 (inception) until the Company’s initial public offering (“IPO”) on January 26, 2021, the Company’s entire activity was in preparation for the Company’s IPO, and following the Company’s IPO through September 30, 2022, the Company’s entire activity has been limited to the search for a prospective initial business combination. The Company will not generate any operating revenue until after the completion of an initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO, and non-operating unrealized gains and losses related to financial instruments initially recorded at the IPO date. The Company has selected December 31 as its fiscal year end. On October 11, 2022, the Company filed a Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) relating to a special meeting of stockholders that will be held on November 14, 2022 to approve an amendment to the Company’s certificate of incorporation (the “Amendment”) which would, if implemented, allow the Company to unwind and redeem all of its outstanding public shares prior to December 30, 2022, in advance of the contractual termination date of January 26, 2023. Since its IPO, the Company has employed a broad set of search criteria for potential target business combinations, however, management has observed what it believes were high valuations in 2021, a declining IPO market in 2022, and significant public and private market volatility, which have prevented the Company from securing an opportunity that it believes will offer a compelling return on investment for its stockholders. In addition, on August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for among other things a new US federal 1% excise tax on certain repurchase of stock by publicly traded US domestic corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. Any redemptions or other repurchased that occurs after December 31, 2022 may be subject to the excise tax. As a result, the Company has determined to seek the approval of its stockholders to complete an early unwind in 2022. Financing The registration statement for the Company’s IPO was declared effective on January 21, 2021 (the "Effective Date"). On January 26, 2021, the Company consummated the IPO of 57,500,000 units, each consisting of one share of Series A common stock of the Company and one with the closing of the IPO, the Company consummated the sale of 10,000,000 warrants (the "Private Placement Warrants") to its Sponsor (as defined below), at a price of $1.50 per Private Placement Warrant, which is discussed in note 4. Additionally, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) under which the Sponsor obtained the right to acquire 25,000,000 Forward Purchase Units (as defined below) for $250,000,000 , in the aggregate, in connection with the Company's initial business combination, which is discussed in note 4. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating an initial business combination. The Company’s initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of signing an agreement to enter into an initial business combination. However, the Company will only complete an initial business combination if the post-business combination 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 of 1940, as amended. There is no assurance that the Company will be able to successfully effect an initial business combination, and the Company has determined that it is not feasible for the Company to complete an initial business combination by January 26, 2023, as further described in the Company’s Proxy Statement. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. Except as required by Delaware Law or stock exchange rule, the decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $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 shares of common stock subject to redemption have been recorded at redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity If the early unwind is not approved at the special meeting of stockholders on November 14, 2022 as described above, the Company will have until January 26, 2023 to consummate an initial business combination (the "Combination Period"). However, if the Company is unable to complete an initial business combination within the Combination Period or 27 months from the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by January 26, 2023 (an “agreement in principle event”), or, if the Amendment is approved and the certificate of incorporation is amended, if the Company is unable to complete an initial business combination prior to a date that is no later than December 30, 2022, as more fully described in the Proxy Statement, the Company will redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company, divided by the number of then outstanding Public Shares, subject to applicable law and as further described in the prospectus filed on January 25, 2021 with the U.S. Securities and Exchange Commission (the “SEC”), and then seek to dissolve and liquidate. The Company’s sponsor, Liberty Media Acquisition Sponsor, LLC (the “Sponsor”), and the Company’s officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in note 4), Private Placement Warrants and Public Shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period, or if the Amendment is approved and the certificate of incorporation is amended, no later than December 30, 2022, although they will be entitled to liquidating distributions from the Trust Account with respect to any Series A Public Shares (as defined below) they hold if the Company fails to complete its initial business combination by the applicable deadline. 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 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 IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. Basis of Presentation The accompanying (a) condensed balance sheet as of December 31, 2021, which has been derived from audited financial statements, and (b) the interim unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. Additionally, certain prior period amounts have been reclassified for comparability with current period presentation. These condensed financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The Company considers the fair value of the Private Placement Warrants and Forward Purchase Agreement to be its most significant accounting estimate. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Liquidity and Going Concern As of September 30, 2022, the Company had cash outside the Trust Account of $288,669 available for working capital needs. All cash and marketable securities held in the Trust Account is generally unavailable for the Company’s use prior to an initial business combination, and is restricted for use either in an initial business combination or to redeem common stock. As of September 30, 2022, none of the amount in the Trust Account was available to be withdrawn as described above. From inception through September 30, 2022, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares, advances from the Sponsor under the Note (as defined in note 4) in an aggregate amount of $169,933, the remaining net proceeds from the IPO, the sale of Private Placement Warrants, and borrowings under the Working Capital Loan with the Sponsor (as defined in note 4). The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimated costs are less than the actual costs, the Company may have insufficient funds available to operate its business. Moreover, the Company will need to raise additional capital through loans from its Sponsor and/or third parties. The Sponsor is not under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with ASC Topic 205-40, Presentation of Financial Statements — Going Concern Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy continue to be impacted by the COVID-19 outbreak, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. |
Net Earnings (Loss) per Share
Net Earnings (Loss) per Share | 9 Months Ended |
Sep. 30, 2022 | |
Net Income (Loss) per Share | |
Net Income (Loss) per Share | (2) Net Earnings (Loss) per Share The Company applies the two-class method in calculating earnings (loss) per share. The Company has not considered the effect of warrants sold in the IPO and the private placement to purchase an aggregate 21.5 million shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net earnings (loss) per common share is the same as basic net earnings (loss) per common share for the periods presented. Basic and diluted net earnings (loss) attributable to shareholders is calculated by adding the adjustment to the Series A redeemable common stock that is recorded directly to retained earnings (deficit) from net earnings (loss). Net earnings (loss) attributable to shareholders is allocated to the Series A redeemable common stock and the Series F non-redeemable common stock on a weighted average shares outstanding pro rata basis. Below is a reconciliation of the net earnings (loss) per common share: Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Net earnings (loss) $ 15,142,075 17,926,572 54,820,422 (14,382,208) Adjustment to Redeemable Series A Common Stock (2,538,748) (14,495) (3,320,413) (50,687,215) Net earnings (loss) attributable to shareholders $ 12,603,327 17,912,077 51,500,009 (65,069,423) Redeemable Series A Common Stock Numerator: Earnings (loss) allocable to Redeemable Series A Common Stock $ 10,082,662 14,329,662 41,200,007 (51,158,647) Denominator: Basic and diluted weighted average shares outstanding 57,500,000 57,500,000 57,500,000 52,234,432 Basic and diluted net earnings (loss) per share, Redeemable Series A Common Stock $ 0.18 0.25 0.72 (0.98) Non-Redeemable Series F Common Stock Numerator: Earnings (loss) allocable to Non-Redeemable Series F Common Stock $ 2,520,665 3,582,415 10,300,002 (13,910,776) Denominator: Basic and diluted weighted average shares outstanding 14,375,000 14,375,000 14,375,000 14,203,297 Basic and diluted net earnings (loss) per share, Non-Redeemable Series F Common Stock $ 0.18 0.25 0.72 (0.98) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | (3) Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, December 31, Description Level 2022 2021 Assets: Marketable securities held in Trust Account 1 $ 578,373,825 575,053,412 Liabilities: Public Warrants 1 $ — 20,125,000 Private Placement Warrants 2 $ — 18,600,000 Forward Purchase Agreement 2 $ — 15,405,866 Conversion feature of Working Capital Loan 2 $ — 239,999 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. The value of the Public Warrants (as defined in note 4) is based on quoted market prices considered to be traded on “active markets” and accordingly are reported in the foregoing table as Level 1 fair value. The fair value of the Forward Purchase Agreement (as described in note 4) is calculated as the difference between the present value of the aggregate $250,000,000 commitment and the fair value of the common stock and warrants to be issued pursuant to the Forward Purchase Agreement, based on the public trading price of the Units issued in the Company’s IPO. The fair value of the Private Placement Warrants is reported in the foregoing table as Level 2 fair value. The fair value of the Private Placement Warrants was derived from a Black-Scholes option pricing model using observable market data as the significant inputs. The assumptions under the model include the underlying stock price, strike price, risk-free interest rate, estimated volatility, and the expected term. Expected stock price volatility is based on the implied volatility of the Public Warrants. The fair value of the underlying shares is the published closing market price on the Nasdaq Capital Market as of each reporting date, as adjusted for significant results, as necessary. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Private Placement Warrants. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Private Placement Warrants. The fair value of the Private Placement Warrants was estimated at September 30, 2022 using the following assumptions: Private Placement Warrants Estimated dividend yield 0.00% Expected volatility 3.0% Risk-free interest rate 3.75% Expected term (years) 0.25 The Company recognized unrealized gains of $13,428,921 and $18,575,360 for the three months ended September 30, 2022 and 2021, respectively, and an unrealized gain of $54,370,865 and an unrealized loss of $12,165,753 for the nine months ended September 30, 2022 and 2021, respectively, related to financial instruments marked to fair value. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | (4) Related Party Transactions Founder Shares On November 6, 2020, the Sponsor purchased 17,250,000 shares of the Company’s Series F common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. On November 18, 2020, the Sponsor contributed an aggregate of 2,875,000 Founder Shares to the Company’s capital for no consideration resulting in the Sponsor holding an aggregate of 14,375,000 Founder Shares, including 1,875,000 Founder Shares that were subject to forfeiture for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part. On January 26, 2021, the underwriter exercised the full over-allotment option and therefore the 1,875,000 Founder Shares are no longer subject to forfeiture. Private Placement Warrants Substantially concurrent with the closing of the IPO, the Sponsor purchased an aggregate of 10,000,000 Private Placement Warrants at a price of $1.50 per warrant ($15,000,000 in the aggregate). The difference between these proceeds and the $17,500,000 fair value of the Private Placement Warrants at the IPO date was recorded to realized and unrealized gains (losses), net in the condensed statements of operations. Each Private Placement Warrant is exercisable to purchase one share of Series A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account. Forward Purchase Agreement The Company entered into the Forward Purchase Agreement under which the Sponsor (the “Forward Purchaser’’) obtained the right to acquire 25,000,000 forward purchase units (each, a “Forward Purchase Unit’’) for $250,000,000, in the aggregate, in connection with the Company's initial business combination. Each Forward Purchase Unit will consist of one share of Series B common stock (the “Forward Purchase Shares”), and one In addition, the Forward Purchaser has reserved the right to provide incremental funding to the Company in connection with the Company’s initial business combination by purchasing additional shares of Series B common stock at a purchase price of $10.00 per share, which shares would be sold in a private placement substantially concurrent with the closing of the initial business combination. An investor rights agreement whose terms are incorporated in the Forward Purchase Agreement also provides that the Sponsor is entitled to registration rights with respect to the Forward Purchase Warrants and the shares of common stock issuable upon exercise of the Forward Purchase Warrants or upon conversion of the Series B common stock. In addition, the investor rights agreement provides that upon certain issuances of equity securities by the Company (other than issuances due to the exercise of warrants) (each such issuance, a “Triggering Event”), the Sponsor has certain contractual preemptive rights which are intended to allow the Sponsor to maintain its percentage ownership interest in the Company’s common stock and voting stock. Services Agreement and Facilities Sharing Agreement The Company entered into agreements that require the Company to pay Liberty Media Corporation (“LMC”) and certain of its subsidiaries a total of $91,666 per month for office space, administrative and support services. In addition, each independent director receives annual cash compensation of $75,000. The Sponsor, officers and directors of the Company, and LMC and its subsidiaries will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable initial business combinations. Promissory Note and Related Party Loans On November 6, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2021 and the completion of the IPO. On January 26, 2021, the outstanding balance on the Note of $169,933 was fully repaid. In addition, in order to finance transaction costs in connection with an initial business combination, the Sponsor, LMC and its subsidiaries or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (as amended and restated, “Working Capital Loan”). If the Company completes an initial business combination, the Company would repay the Working Capital Loan out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loan would be repaid only out of funds held outside the Trust Account. In the event that an initial business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loan, but no proceeds held in the Trust Account would be used to repay the Working Capital Loan. The Working Capital Loan would either be repaid upon consummation of an initial business combination, without interest, or, at the lender’s discretion, up to $2,500,000 of such Working Capital Loan may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. On April 15, 2021, the Company put in place a Working Capital Loan of $2,500,000 with the Sponsor. During the first quarter of 2022, the Company and the Sponsor amended the Working Capital Loan to increase the aggregate principal to $4,000,000. As of September 30, 2022, the Company had borrowed $3,300,000 under the Working Capital Loan. The Company concluded that the Working Capital Loan is a debt host with a conversion feature which is considered a financial instrument required to be bifurcated. The conversion feature will be measured at fair value (Level 2) each period with the change in fair value recorded through the realized and unrealized (gains) losses, net line item in the accompanying statements of operations. The debt balance will be accreted up to its par value using the effective interest rate method from the initial borrowing date to expected maturity. Interest expense for the three and nine months ended September 30, 2022 related entirely to the amortization of the discount. As of September 30, 2022, discount was fully amortized. The maturity date is the expected date of the initial business combination and therefore the conversion feature liability and the debt have been classified as current as of September 30, 2022. The conversion feature has been included in the other current liabilities line item in the accompanying condensed balance sheet. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | (5) Commitments and Contingencies Registration Rights The holders of the Founder Shares, Forward Purchase Shares, Forward Purchase Warrants, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loan, if any (and any shares of Series A common stock issuable upon the exercise of the Forward Purchase Warrants, Private Placement Warrants or warrants issued upon the conversion of the Working Capital Loan and upon conversion of the Founder Shares) will be entitled to registration rights with respect to the Private Placement Warrants, Forward Purchase Warrants, warrants issued upon conversion of the Working Capital Loan, if any, warrants purchased by them in the open market, and shares of Series A common stock purchased by them in the open market or issuable upon (1) conversion of the Founder Shares, (2) exercise of the Private Placement Warrants, (3) conversion of the Forward Purchase Shares and shares of Series B common stock purchased in connection with the Company’s initial business combination (if any), (4) exercise of the Forward Purchase Warrants, and (5) exercise of warrants issued upon conversion of the Working Capital Loan, if any, pursuant to an investor rights agreement entered into at the closing of the IPO requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands in any 12-month period, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of the Company’s initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The holders will also have registration rights in connection with certain hedging and financing transactions that they may enter into with respect to these securities. However, the investor rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Following the consummation of the initial business combination, the Sponsor will have certain rights to maintain its proportionate interest in the Company’s common stock or voting stock by purchasing additional shares as a result of certain issuances by the Company. Upon certain events, the Company’s Sponsor will have the right to purchase such equity securities issuable in connection with the events which will, when added to the issued and outstanding common shares beneficially owned by LMC and its wholly owned subsidiaries immediately prior to the events, result in the Sponsor and LMC and its permitted transferees maintaining their percentage ownership of the Company's outstanding voting stock in the case of issuances of voting stock and other securities convertible, exercisable or exchangeable for voting stock, and maintaining their percentage ownership of the Company's outstanding common stock in the case of issuances of nonvoting stock or other securities convertible, exercisable or exchangeable for nonvoting stock. Such right will not be applicable to the issuance of shares upon the exercise of Public Warrants or Private Placement Warrants which are outstanding prior to or issued in connection with the Company’s initial business combination. Underwriting Agreement On January 26, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $11,500,000 in the aggregate. Additionally, a deferred underwriting discount of $0.35 per Unit, or $20,125,000 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement. |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholder's Equity | |
Stockholder's Equity | (6) Stockholder’s Equity Preferred Stock outstanding Series A Common Stock— issued Series B Common Stock— outstanding Series C Common Stock— Series F Common Stock— issued Prior to the completion of our initial business combination, only holders of Series F common stock will have the right to vote on the election of directors and only holders of a majority of the outstanding shares of our Series F common stock may remove members of our board of directors for any reason. On any vote to approve our initial business combination or any other matter submitted to a vote of our stockholders prior to our initial business combination other than the matters addressed above, holders of Series A, Series B (if any), and Series F common stock will generally vote together as a single class, except as required by Delaware law or stock exchange rule, with each share of common stock entitling the holder to one vote. Following our initial business combination, holders of our Series A and Series B common stock will generally vote together as a single class on matters presented for a stockholder vote, except as required by Delaware law or stock exchange rule, with each share of Series A common stock entitling the holder to one vote per share and each share of Series B common stock entitling the holder to ten votes per share. Holders of Series C common stock will not be entitled to any voting powers, except as (and then only to the extent) otherwise required by Delaware law. Each share of Series B common stock is exchangeable at the option of the holder for one share of Series A common stock of the same group. All series of the Company’s common stock participate on an equal basis with respect to dividends and distributions. Warrants issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or LMC and its subsidiaries, without taking into account any Founder Shares held by the Sponsor or LMC and its subsidiaries, as applicable) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances, excluding the Forward Purchase Units, represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Series A common stock during the 20 The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Series A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an initial business combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its 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. |
Net Earnings (Loss) per Share (
Net Earnings (Loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Net Income (Loss) per Share | |
Reconciliation of the net loss per common share | Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Net earnings (loss) $ 15,142,075 17,926,572 54,820,422 (14,382,208) Adjustment to Redeemable Series A Common Stock (2,538,748) (14,495) (3,320,413) (50,687,215) Net earnings (loss) attributable to shareholders $ 12,603,327 17,912,077 51,500,009 (65,069,423) Redeemable Series A Common Stock Numerator: Earnings (loss) allocable to Redeemable Series A Common Stock $ 10,082,662 14,329,662 41,200,007 (51,158,647) Denominator: Basic and diluted weighted average shares outstanding 57,500,000 57,500,000 57,500,000 52,234,432 Basic and diluted net earnings (loss) per share, Redeemable Series A Common Stock $ 0.18 0.25 0.72 (0.98) Non-Redeemable Series F Common Stock Numerator: Earnings (loss) allocable to Non-Redeemable Series F Common Stock $ 2,520,665 3,582,415 10,300,002 (13,910,776) Denominator: Basic and diluted weighted average shares outstanding 14,375,000 14,375,000 14,375,000 14,203,297 Basic and diluted net earnings (loss) per share, Non-Redeemable Series F Common Stock $ 0.18 0.25 0.72 (0.98) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Summary of assets and liabilities measured at fair value on a recurring basis | September 30, December 31, Description Level 2022 2021 Assets: Marketable securities held in Trust Account 1 $ 578,373,825 575,053,412 Liabilities: Public Warrants 1 $ — 20,125,000 Private Placement Warrants 2 $ — 18,600,000 Forward Purchase Agreement 2 $ — 15,405,866 Conversion feature of Working Capital Loan 2 $ — 239,999 |
Schedule of fair value assumptions | Private Placement Warrants Estimated dividend yield 0.00% Expected volatility 3.0% Risk-free interest rate 3.75% Expected term (years) 0.25 |
Organization and Business Ope_2
Organization and Business Operations (Details) | 9 Months Ended | ||||||
Jan. 26, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) item shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 shares | Oct. 26, 2021 $ / shares | Jan. 21, 2021 shares | Jan. 20, 2021 shares | |
Class of Stock [Line Items] | |||||||
Condition For Future Business Combination Number Of Businesses Minimum | item | 1 | ||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Gross proceeds of underwriters' fees | $ | $ 575,000,000 | ||||||
Condition For Future Business Combination Use Of Proceeds Percentage | 80% | ||||||
Condition For Future Business Combination Threshold Percentage Ownership | 50% | ||||||
Condition For Future Business Combination Threshold Net Tangible Assets | $ | $ 5,000,001 | ||||||
Amount of cash outside the Trust Account | $ | 288,669 | ||||||
Cash held in trust account available for withdrawal | $ | 0 | ||||||
IPO | |||||||
Class of Stock [Line Items] | |||||||
Units Issued During Period | 57,500,000 | ||||||
Issue price per share | $ / shares | $ 10 | ||||||
Redemption price per share | $ / shares | $ 10 | $ 10 | |||||
Gross proceeds of underwriters' fees | $ | $ 575,000,000 | ||||||
Combination period with an executed letter of intent | 27 months | ||||||
Redemption percentage | 100% | ||||||
Founder Shares | |||||||
Class of Stock [Line Items] | |||||||
Issuance of Series F common stock to Sponsor | $ | 25,000 | ||||||
Advances from the sponsor | $ | $ 169,933 | ||||||
Warrant | Private Placement | |||||||
Class of Stock [Line Items] | |||||||
Issue price per share | $ / shares | $ 1.50 | ||||||
Number of warrants or rights issued during the period | 10,000,000 | ||||||
Forward Purchase Agreement | Sponsor | |||||||
Class of Stock [Line Items] | |||||||
Number of forward purchase units the Sponsor has the right to acquire | 25,000,000 | ||||||
Aggregate amount of right to acquire forward purchase units | $ | $ 250,000,000 | ||||||
Series A common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 | 2,000,000,000 | |||
Series A common stock | IPO | |||||||
Class of Stock [Line Items] | |||||||
Number of shares in each unit | 1 | ||||||
Series A common stock | Warrant | IPO | |||||||
Class of Stock [Line Items] | |||||||
Number of shares in each unit | 1 | ||||||
Number of warrants in each unit | 0.20 | ||||||
Warrants exercise price | $ / shares | $ 11.50 | ||||||
Series B common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 300,000,000 | |||
Series C common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 | 5,000,000,000 | ||||
Series F common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Net Earnings (Loss) per Share -
Net Earnings (Loss) per Share - (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net Income (Loss) per Share | ||||
Net earnings (loss) | $ 15,142,075 | $ 17,926,572 | $ 54,820,422 | $ (14,382,208) |
Adjustment to Redeemable Series A Common Stock | (2,538,748) | (14,495) | (3,320,413) | (50,687,215) |
Net earnings (loss) attributable to shareholders | 12,603,327 | 17,912,077 | $ 51,500,009 | (65,069,423) |
Aggregate shares of common stock in the calculation of diluted loss per share | 21,500,000 | |||
Common Stock Subject To Possible Redemption | ||||
Net Income (Loss) per Share | ||||
Net earnings (loss) attributable to shareholders | $ 10,082,662 | $ 14,329,662 | $ 41,200,007 | $ (51,158,647) |
Denominator: Basic and diluted weighted average shares outstanding | 57,500,000 | 57,500,000 | 57,500,000 | 52,234,432 |
Diluted weighted average shares outstanding | 57,500,000 | 57,500,000 | 57,500,000 | 52,234,432 |
Basic net earnings (loss) per share | $ 0.18 | $ 0.25 | $ 0.72 | $ (0.98) |
Diluted net earnings (loss) per share | $ 0.18 | $ 0.25 | $ 0.72 | $ (0.98) |
Series F common stock | ||||
Net Income (Loss) per Share | ||||
Net earnings (loss) attributable to shareholders | $ 2,520,665 | $ 3,582,415 | $ 10,300,002 | $ (13,910,776) |
Denominator: Basic and diluted weighted average shares outstanding | 14,375,000 | 14,375,000 | 14,375,000 | 14,203,297 |
Diluted weighted average shares outstanding | 14,375,000 | 14,375,000 | 14,375,000 | 14,203,297 |
Basic net earnings (loss) per share | $ 0.18 | $ 0.25 | $ 0.72 | $ (0.98) |
Diluted net earnings (loss) per share | $ 0.18 | $ 0.25 | $ 0.72 | $ (0.98) |
Fair Value Measurements - (Deta
Fair Value Measurements - (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |||||
Unrealized gains or losses | $ 13,428,921 | $ 18,575,360 | $ 54,370,865 | $ (12,165,753) | |
Marketable securities held in Trust Account | Level 1 | Recurring | |||||
Summary of Significant Accounting Policies | |||||
Assets | 578,373,825 | 578,373,825 | $ 575,053,412 | ||
Public Warrants | Level 1 | Recurring | |||||
Summary of Significant Accounting Policies | |||||
Liabilities | 20,125,000 | ||||
Forward Purchase Agreement | Sponsor | |||||
Summary of Significant Accounting Policies | |||||
Forward Purchase Agreement Rights To Acquire Forward Purchase Units Aggregate Amount | $ 250,000,000 | $ 250,000,000 | |||
Forward Purchase Agreement | Level 2 | Recurring | |||||
Summary of Significant Accounting Policies | |||||
Liabilities | 15,405,866 | ||||
Private Placement Warrants | Level 2 | Recurring | |||||
Summary of Significant Accounting Policies | |||||
Liabilities | 18,600,000 | ||||
Conversion feature of Working Capital Loan | Level 2 | Recurring | |||||
Summary of Significant Accounting Policies | |||||
Liabilities | $ 239,999 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Assumptions (Details) - Private Placement Warrants | Sep. 30, 2022 Y |
Estimated dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 3 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 3.75 |
Expected Term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.25 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - Series F common stock - USD ($) | Jan. 26, 2021 | Nov. 18, 2020 | Nov. 06, 2020 | Sep. 30, 2022 | Dec. 31, 2021 |
Related Party Transactions | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Founder Shares | Sponsor | |||||
Related Party Transactions | |||||
Issuance of common stock (in shares) | 17,250,000 | ||||
Common stock, par value | $ 0.0001 | ||||
Issuance of Series F common stock to Sponsor | $ 25,000 | ||||
Aggregate number of shares owned | 2,875,000 | ||||
Number of sponsor shares held | 14,375,000 | ||||
Number of Shares Subject To Forfeiture | 1,875,000 | ||||
Number of shares no longer subject to forfeiture | 1,875,000 |
Related Party Transactions - Pr
Related Party Transactions - Private Placement (Details) | Jan. 26, 2021 USD ($) $ / shares shares |
Warrant | Private Placement | |
Class of Warrant or Right [Line Items] | |
Number of warrants or rights issued during the period | shares | 10,000,000 |
Issue price per share | $ 1.50 |
Sponsor | Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Number of warrants or rights issued during the period | shares | 10,000,000 |
Issue price per share | $ 1.50 |
Proceeds from Issuance of Warrants | $ | $ 15,000,000 |
Warrants fair value | $ | $ 17,500,000 |
Sponsor | Private Placement Warrants | Series A common stock | |
Class of Warrant or Right [Line Items] | |
Warrants exercise price | $ 11.50 |
Related Party Transactions - _2
Related Party Transactions - Forward Purchase Agreement (Details) - Sponsor - Forward Purchase Agreement | Sep. 30, 2022 USD ($) $ / shares shares |
Related Party Transactions | |
Number of forward purchase units the Sponsor has the right to acquire | 25,000,000 |
Aggregate amount of right to acquire forward purchase units | $ | $ 250,000,000 |
Series B common stock | |
Related Party Transactions | |
Number of shares in each unit | 1 |
Issue price per share | $ / shares | $ 10 |
Series A common stock | |
Related Party Transactions | |
Issue price per share | $ / shares | $ 10 |
Number of warrants in each unit | 0.20 |
Number of securities called by each warrant or right | 1 |
Related Party Transactions - Se
Related Party Transactions - Services Agreement and Facilities Sharing Agreement (Details) - Administrative Support Agreement | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Liberty Media Corporation And Subsidiaries | |
Related Party Transactions | |
Related party transaction expenses per month | $ 91,666 |
Independent directors | |
Related Party Transactions | |
Annual compensation | $ 75,000 |
Related Party Transactions - _3
Related Party Transactions - Promissory Note and Related Party Loans (Details) - Related Party Loans - Sponsor - USD ($) | 9 Months Ended | ||||
Jan. 26, 2021 | Sep. 30, 2022 | Mar. 31, 2022 | Apr. 15, 2021 | Nov. 06, 2020 | |
Promissory Note | |||||
Related Party Transactions | |||||
Maximum borrowing capacity of promissory note | $ 300,000 | ||||
Outstanding repaid | $ 169,933 | ||||
Working Capital Loan | |||||
Related Party Transactions | |||||
Maximum loans convertible into warrants | $ 2,500,000 | ||||
Price of warrants | $ 1.50 | ||||
Working capital loan | $ 4,000,000 | $ 2,500,000 | |||
Proceeds from issuance of promissory note to related party | $ 3,300,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Jan. 26, 2021 USD ($) $ / shares |
Commitments and Contingencies | |
Underwriting discount per Unit | $ / shares | $ 0.20 |
Underwriting discount | $ | $ 11,500,000 |
Aggregate deferred discount per unit | $ / shares | $ 0.35 |
Deferred offering discount | $ | $ 20,125,000 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) | 9 Months Ended | |||
Sep. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | Jan. 21, 2021 shares | Jan. 20, 2021 shares | |
Stockholder's Deficit | ||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Number of votes per share prior to initial business combination | Vote | 1 | |||
Series A common stock | ||||
Stockholder's Deficit | ||||
Common Stock Shares Subject To Redemption Issued | 57,500,000 | |||
Common Stock Shares Subject To Redemption Outstanding | 57,500,000 | |||
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 | 2,000,000,000 |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding | 0 | 0 | ||
Common stock, shares issued | 0 | 0 | ||
Series B common stock | ||||
Stockholder's Deficit | ||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 300,000,000 |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding | 0 | 0 | ||
Common stock, shares issued | 0 | 0 | ||
Number of votes per share prior to initial business combination | Vote | 10 | |||
Stock Exchangeable Ratio | 1 | |||
Series C common stock | ||||
Stockholder's Deficit | ||||
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 | 5,000,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding | 0 | 0 | ||
Common stock, shares issued | 0 | 0 | ||
Series F common stock | ||||
Stockholder's Deficit | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding | 14,375,000 | 14,375,000 | ||
Common stock, shares issued | 14,375,000 | 14,375,000 |
Stockholder's Equity - Warrants
Stockholder's Equity - Warrants (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Class of Stock [Line Items] | |
Threshold trading days | 20 days |
Public Warrants | |
Class of Stock [Line Items] | |
Warrants exercise price | $ 11.50 |
Period between issuance and expiry of warrants | 5 years |
Effective issue price of shares | $ 9.20 |
Percentage of gross proceeds from issuance as percentage of total equity proceeds | 60% |
Number of days lock in period for warrants | 30 days |
Redemption of Warrants when Price Per Share of Class A Common Stock Equals or Exceeds 18.00 | Public Warrants | |
Class of Stock [Line Items] | |
Effective issue price of shares | $ 9.20 |
Percentage of adjustment to exercise price of warrants | 115% |
Minimum share price of common stock to redeem warrants | $ 18 |
Redemption of Warrants when Price Per Share of Class A Common Stock Equals or Exceeds 10.00 | Public Warrants | |
Class of Stock [Line Items] | |
Percentage of adjustment to exercise price of warrants | 180% |
Minimum share price of common stock to redeem warrants | $ 10 |