Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 12, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | NORTHERN STAR INVESTMENT CORP. II | |
Entity Central Index Key | 0001834518 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | NSTB | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, State or Province | NY | |
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 File Number | 001-39929 | |
Entity Address, Address Line One | The Chrysler Building | |
Entity Address, Address Line Two | 405 Lexington Avenue | |
Entity Address, City or Town | New York | |
Entity Address, Postal Zip Code | 10174 | |
Entity Tax Identification Number | 85-3909728 | |
City Area Code | 212 | |
Local Phone Number | 818-8800 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-fifth of one redeemable warrant | |
Trading Symbol | NSTB.U | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | NSTB WS | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 40,000,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,000,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 19,356 | $ 440,291 |
Prepaid expenses | 3,333 | 3,333 |
Total Current Assets | 22,689 | 443,624 |
Marketable investments held in Trust Account | 400,584,272 | 400,032,399 |
TOTAL ASSETS | 400,606,961 | 400,476,023 |
Current liabilities | ||
Accounts Payable and Accrued expenses | 2,157,455 | 2,178,095 |
Income taxes payable | 59,596 | 0 |
Total current liabilities | 2,217,051 | 2,178,095 |
Warrant liabilities | 1,775,000 | 11,182,500 |
Deferred underwriting fee payable | 14,000,000 | 14,000,000 |
Total Liabilities | 17,992,051 | 27,360,595 |
Commitments | ||
Class A common stock subject to possible redemption 40,000,000 shares at $10.01 and $10.00 per share redemption value as of June 30, 2022 and December 31, 2021, respectively | 400,224,626 | 400,000,000 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Common stock value | 1,000 | 1,000 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (17,610,716) | (26,885,572) |
Total Stockholders' Deficit | (17,609,716) | (26,884,572) |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | $ 400,606,961 | $ 400,476,023 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares, issued | 0 | 0 |
Preferred stock, shares, outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock shares subject to possible redemption | 40,000,000 | 40,000,000 |
Share redemption value | $ 10.01 | $ 10 |
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 125,000,000 | |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares, issued | 10,000,000 | 10,000,000 |
Common stock, shares, outstanding | 10,000,000 | 10,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Formation and operating costs | $ 206,311 | $ 622,563 | $ 400,295 | $ 945,161 |
Loss from operations | (206,311) | (622,563) | (400,295) | (945,161) |
Other income (expense): | ||||
Interest earned on marketable investments held in Trust Account | 545,963 | 4,879 | 551,873 | 17,935 |
Unrealized loss on marketable investments held in Trust Account | 0 | (361) | 0 | 0 |
Transaction expenses attributable to warrant liabilities | 0 | 0 | 0 | (462,969) |
Loss on initial issuance of private warrants | 0 | 0 | 0 | (195,000) |
Change in fair value of warrant liabilities | 5,680,000 | (18,602,500) | 9,407,500 | (25,365,000) |
Total other income (expense), net | 6,225,963 | (18,597,982) | 9,959,373 | (26,005,034) |
Income (loss) before provision for income taxes | 6,019,652 | (19,220,545) | 9,559,078 | (26,950,195) |
Provision for income taxes | (59,596) | 0 | (59,596) | 0 |
Net income (loss) | $ 5,960,056 | $ (19,220,545) | $ 9,499,482 | $ (26,950,195) |
Common Class A [Member] | ||||
Other income (expense): | ||||
Basic weighted average shares outstanding | 40,000,000 | 40,000,000 | 40,000,000 | 33,812,155 |
Diluted weighted average shares outstanding | 40,000,000 | 40,000,000 | 40,000,000 | 33,812,155 |
Basic net income (loss) per common share | $ 0.12 | $ (0.38) | $ 0.19 | $ (0.62) |
Diluted net income (loss) per common share | $ 0.12 | $ (0.38) | $ 0.19 | $ (0.62) |
Common Class B [Member] | ||||
Other income (expense): | ||||
Basic weighted average shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 | 9,806,630 |
Diluted weighted average shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 | 9,806,630 |
Basic net income (loss) per common share | $ 0.12 | $ (0.38) | $ 0.19 | $ (0.62) |
Diluted net income (loss) per common share | $ 0.12 | $ (0.38) | $ 0.19 | $ (0.62) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes In Stockholders' Deficit - USD ($) | Total | Common Stock [Member] Common Class B [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2020 | $ 24,608 | $ 1,006 | $ 23,994 | $ (392) |
Beginning Balance (Shares) at Dec. 31, 2020 | 10,062,500 | |||
Remeasurement adjustment on redeemable common stock | (30,061,494) | (24,000) | (30,037,494) | |
Forfeiture of Founder Shares | $ (6) | 6 | ||
Forfeiture of Founder Shares (Shares) | (62,500) | |||
Net income (loss) | (7,729,650) | (7,729,650) | ||
Ending Balance at Mar. 31, 2021 | (37,766,536) | $ 1,000 | 0 | (37,767,536) |
Ending Balance (Shares) at Mar. 31, 2021 | 10,000,000 | |||
Beginning Balance at Dec. 31, 2020 | 24,608 | $ 1,006 | 23,994 | (392) |
Beginning Balance (Shares) at Dec. 31, 2020 | 10,062,500 | |||
Forfeiture of Founder Shares | (7) | |||
Ending Balance at Jun. 30, 2021 | (56,987,081) | $ 1,000 | 0 | (56,988,081) |
Ending Balance (Shares) at Jun. 30, 2021 | 10,000,000 | |||
Beginning Balance at Mar. 31, 2021 | (37,766,536) | $ 1,000 | 0 | (37,767,536) |
Beginning Balance (Shares) at Mar. 31, 2021 | 10,000,000 | |||
Net income (loss) | (19,220,545) | (19,220,545) | ||
Ending Balance at Jun. 30, 2021 | (56,987,081) | $ 1,000 | 0 | (56,988,081) |
Ending Balance (Shares) at Jun. 30, 2021 | 10,000,000 | |||
Beginning Balance at Dec. 31, 2021 | (26,884,572) | $ 1,000 | 0 | (26,885,572) |
Beginning Balance (Shares) at Dec. 31, 2021 | 10,000,000 | |||
Net income (loss) | 3,539,426 | 3,539,426 | ||
Ending Balance at Mar. 31, 2022 | (23,345,146) | $ 1,000 | 0 | (23,346,146) |
Ending Balance (Shares) at Mar. 31, 2022 | 10,000,000 | |||
Beginning Balance at Dec. 31, 2021 | (26,884,572) | $ 1,000 | 0 | (26,885,572) |
Beginning Balance (Shares) at Dec. 31, 2021 | 10,000,000 | |||
Forfeiture of Founder Shares | 0 | |||
Ending Balance at Jun. 30, 2022 | (17,609,716) | $ 1,000 | 0 | (17,610,716) |
Ending Balance (Shares) at Jun. 30, 2022 | 10,000,000 | |||
Beginning Balance at Mar. 31, 2022 | (23,345,146) | $ 1,000 | 0 | (23,346,146) |
Beginning Balance (Shares) at Mar. 31, 2022 | 10,000,000 | |||
Remeasurement adjustment on redeemable common stock | (224,626) | (224,626) | ||
Net income (loss) | 5,960,056 | 5,960,056 | ||
Ending Balance at Jun. 30, 2022 | $ (17,609,716) | $ 1,000 | $ 0 | $ (17,610,716) |
Ending Balance (Shares) at Jun. 30, 2022 | 10,000,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ 5,960,056 | $ (19,220,545) | $ 9,499,482 | $ (26,950,195) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on marketable investments held in Trust Account | (545,963) | (4,879) | (551,873) | (17,935) |
Loss on initial issuance of private warrants | 0 | 195,000 | ||
Transaction expenses attributable to warrant liabilities | 0 | 462,969 | ||
Change in fair value of warrant liabilities | (5,680,000) | 18,602,500 | (9,407,500) | 25,365,000 |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 0 | (2,000) | ||
Income taxes payable | 59,596 | 0 | ||
Accounts payable and accrued expenses | (20,640) | 356,721 | ||
Net cash used in operating activities | (420,935) | (590,440) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | 0 | (400,000,000) | ||
Net cash used in investing activities | 0 | (400,000,000) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 0 | 392,000,000 | ||
Proceeds from sale of Private Placement Warrants | 0 | 9,750,000 | ||
Repayment of promissory note –related party | 0 | (150,000) | ||
Payment of offering costs | 0 | (458,163) | ||
Net cash provided financing activities | 0 | 401,141,837 | ||
Net Change in Cash | (420,935) | 551,397 | ||
Cash – Beginning of period | 440,291 | 124,983 | ||
Cash – End of period | 19,356 | 676,380 | 19,356 | 676,380 |
Non-Cash investing and financing activities: | ||||
Offering costs included in accrued offering costs | 0 | 13,800 | ||
Remeasurement of Class A common stock subject to possible redemption | 224,626 | 30,061,494 | ||
Deferred underwriting fee payable | $ 14,000,000 | $ 14,000,000 | 14,000,000 | 14,000,000 |
Forfeiture of Founder Shares | $ 0 | $ (7) |
Description of Organization Bus
Description of Organization Business Operations and Going Concern | 6 Months Ended |
Jun. 30, 2022 | |
Business Description And Basis Of Presentation [Abstract] | |
Description of Organization Business Operations and Going Concern | NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Northern Star Investment Corp. II (the “Company”) is a blank check company incorporated in Delaware on November 12, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has two wholly-owned subsidiaries, NSICII-A The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity through June 30, 2022 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, seeking to identify a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statements for the Company’s Initial Public Offering were declared effective on January 25, 2021. On January 28, 2021, the Company consummated the Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which included the partial exercise by the underwriters of the over-allotment option in the amount of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $400,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,750,000 warrants (each, a “Private Warrant” and, collectively, the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to Northern Star II Sponsor LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $9,750,000, which is described in Note 4. Upon issuance, the Company recorded $195,000 representing the amount by which the aggregate fair value of the Private Warrants exceeded the purchase price. Transaction costs amounted to $22,524,463, consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $524,463 of other offering costs. Following the closing of the Initial Public Offering on January 28, 2021, an amount of $400,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”), located in the United States and held as cash items or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule2a-7of While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account, substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, which are placed in the Trust Account, are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (net of amounts previously disbursed to management for tax obligations and working capital purposes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the agreement to enter into an initial Business Combination. Notwithstanding the foregoing, if the Company is not then listed on the NYSE for whatever reason, it would no longer be required to meet the foregoing 80% fair market value test. The Company intends to only complete a 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 (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company). There will be no conversion rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon the consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the conversions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or 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. If the Company seeks stockholder approval in connection with a Business Combination, the holders of Founder Shares (as defined below in Note 5) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct conversions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The holders of Founder Shares (as defined below in Note 5) have agreed (a) to waive their conversion rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business If the Company is unable to complete a Business Combination by January 28, 2023 (the “Combination Period”) and such period is not extended by stockholders, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten per-share The holders of Founder Shares 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 holders of Founder Shares acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters are expected to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor will a Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 Liquidity and Going Concern As of June 30, 2022, the Company had $19,356 in its operating bank accounts, $400,584,272 in investments held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common shares in connection therewith. As of June 30, 2022, $584,272 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. 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 a potential transaction, 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. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. Marketable Investments Held in Trust Account At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable investments held in the 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. Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the condensed consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity and warrants upon the completion of the Initial Public Offering. Offering costs amounted to $22,524,463, of which $22,061,494 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $462,969 were charged to operations. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement adjustment from carrying value to redemption value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital (to the extent available) and accumulated deficit. Components of Equity Upon the Initial Public Offering, the Company issued Class A common stock and Public Warrants. The Company also issued Private Placement Warrants. The Company allocated the proceeds received from the issuance using the with-and-without Warrant Liabilities The Company assessed its warrants under ASC 480-25, “Distinguishing liabilities from equity” and ASC 815-40 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 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 June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. 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 (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Remeasurement adjustment associated with the redeemable shares of Class A common shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement. The warrants are exercisable to purchase 17,750,000 Class A common shares in the aggregate. As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended June 30, 2021 Six Months Ended Six Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss) $ 4,768,045 $ 1,192,011 $ (15,376,436 ) (3,844,109 ) $ 7,599,586 $ 1,899,896 $ (20,891,095 ) $ (6,059,100 ) Denominator: Basic and diluted weighted average shares outstanding 40,000,000 10,000,000 40,000,000 10,000,000 40,000,000 10,000,000 33,812,155 9,806,630 Basic and diluted net income (loss) per common stock $ 0.12 $ 0.12 $ (0.38 ) (0.38 ) $ 0.19 $ 0.19 $ (0.62 ) $ (0.62 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 8). Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 40,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 5,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-fifth |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Private Placement | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,750,000 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $9,750,000, in a private placement. Each Private Warrant will be exercisable to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the sale of Private Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On November 25, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 shares of the Company’s Class B common stock (the “Founder Shares”). Our Sponsor subsequently transferred certain shares to our officers and directors and other third parties, in each case at the same per-share one-for-one The Founder Shares included an aggregate of up to 1,312,500 of Class B common stock that were subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. As a result of the underwriter’s decision to partially exercise their over-allotment provision, 62,500 Founder shares were forfeited and 1,250,000 Founder Shares are no longer subject to forfeiture. The holders of Founder Shares will agree, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s officer, directors, Sponsor or an affiliate of the foregoing, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Warrants. As of June 30, 2022 and December 31, 2021, there were no amounts outstanding under the Working Capital Loans. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 6 — COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration Rights Pursuant to a registration rights agreement entered into on January 25, 2021, the holders of the Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Warrants), and warrants (and any shares of Class A common stock issuable upon exercise of such warrants) that may be issued upon conversion of working capital loans will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to two demands, excluding short form 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 completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements . Consulting Agreement On January 21, 2021, the Company entered into an agreement with a consultant for advisory services related to a Business Combination. The agreement specified that the consultant would assist with due diligence, deal structuring, documentation and obtaining stockholder approval for a Business Combination. The consultant would receive a fee of 100,000 shares of the Company’s Class A common stock upon the successful consummation of a Business Combination. In March 2022, the agreement was terminated, and the Company will not incur expenses under this agreement. On February 1, 2022, the Company entered into an agreement with a consultant for advisory services. The agreement specifies that the Company pays $8,333.33 a month plus any out-of-pocket expenses to the consultant. The agreement is terminable within 30 days written notice. As of June 30, 2022 the Company incurred $41,667 in related expenses. Underwriting Agreement The underwriters from the Initial Public Offering are entitled to a deferred fee of $0.35 per Unit, or $14,000,000 in the aggregate. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' (Deficit) Equity | NOTE 7 — STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock — The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one as-converted of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, net of conversions, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent securities issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the initial stockholders or their affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At June 30, 2022 and December 31, 2021, assets held in the Trust Account $400,584,272 and $400,032,399, held in money market funds which are invested primarily in U.S. Treasury securities. During the period ended June 30, 2022 and December 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level December 31, June 30, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 400,032,399 $ 400,584,272 Liabilities: Warrant liability – Public Warrants (1) 1 $ 5,040,000 $ 800,000 Warrant liability – Private Placement Warrants (1) 2 $ 6,142,500 $ 975,000 (1) Measured at fair value on a recurring basis. Warrants The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Public and Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable inputs utilized in determining the fair value of the Private Warrants are the expected volatility of the common stock and the probability and expected timing to consummate a business combination. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public stock pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for the initial measurement, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the closing price of the Public Warrants was used as the fair value of the Public Warrants as of each relevant date. At December 31, 2021, the Private Warrants were transferred to Level 2 due to the use of an observable market quote for a similar asset in an active market. As of June 30, 2022, the aggregate values of the Public Warrants and Private Placement Warrants were $800,000 and $975,000, respectively, based on a fair value of $0.10 per warrant. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was $8,000,000. The estimated value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 measurements during the year ended December 31, 2021 was $13,747,500. There were no transfers during the three and six months ended June 30, 2022. The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Liabilities Fair value as of January 1, 2022 6,142,500 5,040,000 11,182,500 Change in valuation inputs or other assumptions (2,047,500 ) (1,680,000 ) (3,727,500 ) Fair value as of March 31, 2022 4,095,000 3,360,000 7,455,000 Change in valuation inputs or other assumptions (3,120,000 ) (2,560,000 ) (5,680,000 ) Fair value as of June 30, 2022 975,000 800,000 1,775,000 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9. 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 did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Investments Held in Trust Account At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable investments held in the 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. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the condensed consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity and warrants upon the completion of the Initial Public Offering. Offering costs amounted to $22,524,463, of which $22,061,494 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $462,969 were charged to operations. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement adjustment from carrying value to redemption value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital (to the extent available) and accumulated deficit. |
Components of Equity | Components of Equity Upon the Initial Public Offering, the Company issued Class A common stock and Public Warrants. The Company also issued Private Placement Warrants. The Company allocated the proceeds received from the issuance using the with-and-without |
Warrant Liabilities | Warrant Liabilities The Company assessed its warrants under ASC 480-25, “Distinguishing liabilities from equity” and ASC 815-40 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 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 June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. 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 (Loss) per Common Share | Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Remeasurement adjustment associated with the redeemable shares of Class A common shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement. The warrants are exercisable to purchase 17,750,000 Class A common shares in the aggregate. As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended June 30, 2021 Six Months Ended Six Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss) $ 4,768,045 $ 1,192,011 $ (15,376,436 ) (3,844,109 ) $ 7,599,586 $ 1,899,896 $ (20,891,095 ) $ (6,059,100 ) Denominator: Basic and diluted weighted average shares outstanding 40,000,000 10,000,000 40,000,000 10,000,000 40,000,000 10,000,000 33,812,155 9,806,630 Basic and diluted net income (loss) per common stock $ 0.12 $ 0.12 $ (0.38 ) (0.38 ) $ 0.19 $ 0.19 $ (0.62 ) $ (0.62 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 8). |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of basic and diluted net income (loss) per common share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended June 30, 2021 Six Months Ended Six Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss) $ 4,768,045 $ 1,192,011 $ (15,376,436 ) (3,844,109 ) $ 7,599,586 $ 1,899,896 $ (20,891,095 ) $ (6,059,100 ) Denominator: Basic and diluted weighted average shares outstanding 40,000,000 10,000,000 40,000,000 10,000,000 40,000,000 10,000,000 33,812,155 9,806,630 Basic and diluted net income (loss) per common stock $ 0.12 $ 0.12 $ (0.38 ) (0.38 ) $ 0.19 $ 0.19 $ (0.62 ) $ (0.62 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of the Company's financial assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level December 31, June 30, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 400,032,399 $ 400,584,272 Liabilities: Warrant liability – Public Warrants (1) 1 $ 5,040,000 $ 800,000 Warrant liability – Private Placement Warrants (1) 2 $ 6,142,500 $ 975,000 (1) Measured at fair value on a recurring basis. |
Summary of change in the fair value of the derivative warrant liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Liabilities Fair value as of January 1, 2022 6,142,500 5,040,000 11,182,500 Change in valuation inputs or other assumptions (2,047,500 ) (1,680,000 ) (3,727,500 ) Fair value as of March 31, 2022 4,095,000 3,360,000 7,455,000 Change in valuation inputs or other assumptions (3,120,000 ) (2,560,000 ) (5,680,000 ) Fair value as of June 30, 2022 975,000 800,000 1,775,000 |
Description of Organization B_2
Description of Organization Business Operations and Going Concern - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Jan. 28, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Adjustments to additional paid in capital stock issuance costs | $ 22,061,494 | ||
Payment made towards restricted investments | $ 400,000,000 | $ 0 | $ 400,000,000 |
Payments to acquire restricted investments per share | $ 10 | ||
Term of restricted investments | 185 days | ||
Equity method investment ownership percentage | 50% | ||
Networth needed post business combination | $ 5,000,001 | ||
Estimated expenses payable on dissolution | $ 100,000 | ||
Period within which the public shares shall be redeemed after the cut off date for consummating business combination in case the combination does not occur | 10 days | ||
Class of warrants or rights expenses | $ 195,000 | ||
Cash and Due from Banks | 19,356 | ||
Assets Held-in-trust | 400,584,272 | ||
Deposits | $ 584,272 | ||
Maximum [Member] | |||
Per share amount to be maintained in the trust account | $ 10 | ||
Minimum [Member] | |||
Percentage of the fair value of assets in the trust account of the prospective acquiree excluding deferred underwriting commission and discount | 80% | ||
Percentage Of The Fair Value Of Assets In The Trust Account Of The Prospective Acquiree Excluding Deferred Underwriting Commission And Discount No Longer Required For Market Value Test | 80% | ||
Temporary equity redemption price per share | $ 10 | ||
Per share amount to be maintained in the trust account | $ 10 | ||
Common Class A [Member] | |||
Percentage of the public shareholding eligible for transfer without restrictions | 20% | ||
Percentage of the public shareholding to be redeemed in case the business combination is not consummated | 100% | ||
IPO [Member] | |||
Sale of stock issue price per share | $ 10 | ||
Adjustments to additional paid in capital stock issuance costs | $ 22,524,463 | ||
Underwriting fee | 8,000,000 | ||
Deferred underwriting fee payable | $ 14,000,000 | ||
Other offering costs | $ 524,463 | ||
IPO [Member] | Common Class A [Member] | |||
Stock shares issued during the period shares | 40,000,000 | 40,000,000 | |
Sale of stock issue price per share | $ 10 | ||
Proceeds from initial public offering | $ 400,000,000 | ||
Over-Allotment Option [Member] | |||
Stock shares issued during the period shares | 5,000,000 | ||
Over-Allotment Option [Member] | Common Class A [Member] | |||
Stock shares issued during the period shares | 5,000,000 | ||
Private Placement [Member] | |||
Proceeds from issuance of warrants | $ 9,750,000 | ||
Class of warrants or rights issue price per share | $ 1 | ||
Class of warrants or rights issue of warrants during the period | 9,750,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Class A common stock issuance costs | $ 22,061,494 | ||||
Cash insured with federal depository insurance | $ 250,000 | $ 250,000 | |||
Effective Income Tax Rate Reconciliation, Percent | 21% | 21% | 21% | 21% | |
Initial fair value measurement | $ 17,945,000 | ||||
Class A common stock subject to possible redemption | $ 400,224,626 | 400,224,626 | $ 400,000,000 | ||
Payments of Stock Issuance Costs | $ 22,524,463 | ||||
Effective income tax rate reconciliation federal statutory tax rate | 0.99% | 0% | 0.629% | 0% | |
Common Class A [Member] | |||||
Class A common stock subject to possible redemption | $ 40,000,000 | $ 40,000,000 | |||
Warrant [Member] | Common Class A [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 17,750,000 | ||||
IPO [Member] | |||||
Class A common stock issuance costs | $ 22,524,463 | ||||
Offering costs charged to income statement | $ 462,969 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary Of Basic And Diluted Net Income (Loss) Per Common Share (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Common Class A [Member] | ||||
Numerator: | ||||
Allocation of net income (loss), as adjusted | $ 4,768,045 | $ (15,376,436) | $ 7,599,586 | $ (20,891,095) |
Denominator: | ||||
Basic weighted average shares outstanding | 40,000,000 | 40,000,000 | 40,000,000 | 33,812,155 |
Diluted weighted average shares outstanding | 40,000,000 | 40,000,000 | 40,000,000 | 33,812,155 |
Basic net income (loss) per common share | $ 0.12 | $ (0.38) | $ 0.19 | $ (0.62) |
Diluted net income (loss) per common share | $ 0.12 | $ (0.38) | $ 0.19 | $ (0.62) |
Common Class B [Member] | ||||
Numerator: | ||||
Allocation of net income (loss), as adjusted | $ 1,192,011 | $ (3,844,109) | $ 1,899,896 | $ (6,059,100) |
Denominator: | ||||
Basic weighted average shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 | 9,806,630 |
Diluted weighted average shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 | 9,806,630 |
Basic net income (loss) per common share | $ 0.12 | $ (0.38) | $ 0.19 | $ (0.62) |
Diluted net income (loss) per common share | $ 0.12 | $ (0.38) | $ 0.19 | $ (0.62) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | 6 Months Ended | |
Jan. 28, 2021 | Jun. 30, 2022 | |
Initial Public Offering Disclosure [Line Items] | ||
Class of warrants or rights exercise price per share | $ 0.1 | |
IPO [Member] | ||
Initial Public Offering Disclosure [Line Items] | ||
Sale of stock issue price per share | $ 10 | |
Over-Allotment Option [Member] | ||
Initial Public Offering Disclosure [Line Items] | ||
Stock shares issued during the period shares | 5,000,000 | |
Common Class A [Member] | Public Warrant [Member] | ||
Initial Public Offering Disclosure [Line Items] | ||
Class of warrants or rights exercise price per share | $ 11.5 | |
Description of class of warrant or right | Each Unit consists of one share of Class A common stock and one-fifth of one redeemable warrant (“Public Warrant”) | |
Common Class A [Member] | IPO [Member] | ||
Initial Public Offering Disclosure [Line Items] | ||
Stock shares issued during the period shares | 40,000,000 | 40,000,000 |
Sale of stock issue price per share | $ 10 | |
Common Class A [Member] | Over-Allotment Option [Member] | ||
Initial Public Offering Disclosure [Line Items] | ||
Stock shares issued during the period shares | 5,000,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Disclosure Of Private Placement [Line Items] | |
Class of warrants or rights exercise price per share | $ 0.1 |
Private Placement [Member] | |
Disclosure Of Private Placement [Line Items] | |
Class of warrants or rights issue of warrants during the period | shares | 9,750,000 |
Class of warrants or rights issue price per share | $ 1 |
Proceeds from issuance of warrants | $ | $ 9,750,000 |
Class of warrants or rights exercise price per share | $ 11.5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 6 Months Ended | ||||
Nov. 25, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | May 31, 2021 | Jan. 25, 2021 | |
Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, shares, outstanding | 10,000,000 | 10,000,000 | |||
Over-Allotment Option [Member] | Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock shares outstanding subject to forfeiture | 1,312,500 | ||||
Founder Shares [Member] | |||||
Related Party Transaction [Line Items] | |||||
Period after consummation of business combination within which shares shall not be transferred | 1 year | ||||
Number of consecutive trading days for determining the share price | 20 days | ||||
Number of trading days | 30 days | ||||
Founder Shares [Member] | Restriction Period One [Member] | |||||
Related Party Transaction [Line Items] | |||||
Period after consummation of business combination within which shares shall not be transferred | 150 days | ||||
Founder Shares [Member] | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Dividends payable amount per share | $ 0.167 | ||||
Common stock, shares, outstanding | 10,062,500 | ||||
Founder Shares [Member] | Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage Of Common Stock issued and Outstanding After IPO | 20% | ||||
Founder Shares [Member] | Common Class B [Member] | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period, founder shares | 8,625,000 | ||||
Proceeds from issue of common stock to the sponsor | $ 25,000 | ||||
Founder Shares [Member] | Common Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share price | $ 12 | ||||
Founder Shares [Member] | Over-Allotment Option [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, shares, outstanding | 1,250,000 | ||||
Forfeited shares | 62,500 | ||||
Warrant [Member] | Working Capital Loans [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument conversion amount | $ 1,500,000 | ||||
Debt conversion price per share | $ 1 |
Commitments - Additional Infor
Commitments - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Feb. 01, 2022 | Jan. 21, 2021 | Jun. 30, 2022 | |
Consulting Agreement [Member] | |||
Commitments [Line Items] | |||
Stock Issued During Period, Shares, Issued for Services | 100,000 | ||
Consultant Agreement Amount Pays Per Month Plus Out Of Pocket Expenses | $ 8,333.33 | ||
Agreement Termination Written Notice Period | 30 days | ||
Expenses Incurred As Per Agreement | $ 41,667 | ||
Underwriting Agreement [Member] | |||
Commitments [Line Items] | |||
Deferred underwriting fee per unit | $ 0.35 | ||
Aggregate Deferred Fee Amount | $ 14,000,000 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
us-gaap_Temporary equity shares outstanding | ||
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
us-gaap_Temporary equity shares outstanding | ||
Common stock shares authorized | 125,000,000 | |
Common stock par or stated value per share | $ 0.0001 | |
Temporary equity, shares outstanding | 40,000,000 | 40,000,000 |
Common Class A [Member] | Future Conversion From Class B To Class A [Member] | ||
us-gaap_Temporary equity shares outstanding | ||
Percentage of the common stock shares outstanding on conversion from one class to another | 20% | |
Common Class A [Member] | Common Stock [Member] | ||
us-gaap_Temporary equity shares outstanding | ||
Common stock shares issued | 40,000,000 | 40,000,000 |
Common stock shares outstanding | 40,000,000 | 40,000,000 |
Common Class B [Member] | ||
us-gaap_Temporary equity shares outstanding | ||
Common stock shares authorized | 25,000,000 | 25,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock voting rights | one vote for each share | |
Common stock shares issued | 10,000,000 | 10,000,000 |
Common stock shares outstanding | 10,000,000 | 10,000,000 |
Common Class B [Member] | Common Stock [Member] | ||
us-gaap_Temporary equity shares outstanding | ||
Common stock shares issued | 10,000,000 | 10,000,000 |
Common stock shares outstanding | 10,000,000 | 10,000,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of the Company's financial assets that are measured at fair value on a recurring basis (Detail) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | |
Assets: | |||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 400,584,272 | $ 400,032,399 | |
Private Placement Warrants [Member] | |||
Liabilities: | |||
Warrant liability | 975,000 | ||
Level 1 [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Warrant liability | [1] | 800,000 | 5,040,000 |
Level 1 [Member] | US Treasury Securities Money Market Fund [Member] | |||
Assets: | |||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | 400,584,272 | 400,032,399 | |
Level 2 [Member] | Private Placement Warrants [Member] | |||
Liabilities: | |||
Warrant liability | [1] | $ 975,000 | $ 6,142,500 |
[1]Measured at fair value on a recurring basis. |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of change in the fair value of the derivative warrant liabilities (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |||||
Change in valuation inputs or other assumptions | $ (5,680,000) | $ 18,602,500 | $ (9,407,500) | $ 25,365,000 | |
Private Placement Warrants [Member] | Level 3 [Member] | |||||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |||||
Fair value Beginning Balance | 4,095,000 | $ 6,142,500 | 6,142,500 | ||
Change in valuation inputs or other assumptions | (3,120,000) | (2,047,500) | |||
Fair Value Ending Balance | 975,000 | 4,095,000 | 975,000 | ||
Public Warrants [Member] | Level 3 [Member] | |||||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |||||
Fair value Beginning Balance | 3,360,000 | 5,040,000 | 5,040,000 | ||
Change in valuation inputs or other assumptions | (2,560,000) | (1,680,000) | |||
Fair Value Ending Balance | 800,000 | 3,360,000 | 800,000 | ||
Warrant Liabilities [Member] | Level 3 [Member] | |||||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |||||
Fair value Beginning Balance | 7,455,000 | 11,182,500 | 11,182,500 | ||
Change in valuation inputs or other assumptions | (5,680,000) | (3,727,500) | |||
Fair Value Ending Balance | $ 1,775,000 | $ 7,455,000 | $ 1,775,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Assets Held-in-trust | $ 400,584,272 | $ 400,584,272 | |
Fair value Level 3 to Level 1 transfer amount | $ 8,000,000 | ||
Class of warrants or rights exercise price per share | $ 0.1 | $ 0.1 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | $ 0 | $ 0 | |
Public Warrants [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants and Rights Outstanding | 800,000 | 800,000 | |
Private Placement Warrants [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value, Measurement with unobservable inputs reconciliation, Liability, Transfers out of level three to two | 13,747,500 | ||
Warrants and Rights Outstanding | 975,000 | 975,000 | |
US Treasury Securities [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Assets Held-in-trust | $ 400,584,272 | $ 400,584,272 | $ 400,032,399 |