Cover Page
Cover Page | 3 Months Ended |
Mar. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-4/A |
Amendment Flag | true |
Entity Registrant Name | Gores Holdings VIII, Inc. |
Entity Central Index Key | 0001841080 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. PRELIMINARY — SUBJECT TO COMPLETION, DATED MAY 27, 2022 EXPLANATORY NOTE This proxy statement/prospectus relates to an Agreement and Plan of Merger, dated December 13, 2021 (as amended by that certain amendment to the Merger Agreement, dated May 20, 2022, and as may be further amended, the “Merger Agreement,” and the transactions contemplated thereby, the “Business Combination”)), by and among Gores Holdings VIII, Inc., a Delaware corporation (“we,” “us,” “our” or the “Company”), Frontier Merger Sub, Inc., a Delaware corporation (“First Merger Sub”), Frontier Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub”), and Footprint International Holdco, Inc., a Delaware corporation (“Footprint”), a copy of which is attached to this proxy statement/prospectus as Annex A. Pursuant to the Merger Agreement, at the closing of the Business Combination, First Merger Sub will merge with and into Footprint, with Footprint continuing as the surviving corporation, and, immediately following such merger and as part of the same overall transaction, the surviving corporation will merge with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity. The total consideration issuable in connection with the closing of the Business Combination is an aggregate of 164,526,925 shares, or equity awards exercisable for shares, of Class A common stock, par value $0.0001 per share, of the Company (“Class A Stock”) (deemed to have a value of $10.00 per share). Such shares, or equity awards exercisable for shares of, Class A Stock will be issuable to holders of Footprint Common Stock, Footprint Class A Preferred Stock, Footprint Class B Preferred Stock and Footprint Class C Preferred Stock (collectively, “Footprint Stockholders”), holders of Footprint warrants and options and holders of any convertible promissory note that entitles the holder thereof to convert outstanding amounts thereunder into common stock or preferred stock of Footprint (collectively, “Footprint Equity Holders”) in exchange for their shares or equity awards of Footprint. Holders of Footprint common stock, Footprint Class A Preferred Stock or Footprint warrants (collectively, “Footprint Securityholders”) may additionally receive a portion of an aggregate of up to 17,584,125 shares of Class A Stock (“Earn Out Shares”) to be issued following the Business Combination upon the occurrence of certain triggering events, subject to adjustment based on shares of Class A Stock redeemed in connection with the Business Combination. This proxy statement/prospectus serves as (a) a proxy statement for the special meeting of the Company in lieu of the 2022 annual meeting of the Company being held on [●], 2022, where Company stockholders will vote on, among other things, proposals to approve the Merger Agreement and the transactions contemplated thereby, including the Business Combination and (b) a prospectus for Class A Stock issuable in connection with the Business Combination to Footprint Stockholders who did not deliver a written consent adopting the Merger Agreement in connection with the execution of the Merger Agreement. In connection with the execution of the Merger Agreement, the Company entered into subscription agreements with certain investors (“Subscribers”), including Gores Sponsor VIII LLC (our “Sponsor”), pursuant to which the Subscribers have agreed to purchase an aggregate of 28,555,000 shares of Class A Stock in a private placement for $10.00 per share. The units (“Public Units”) issued as part of the Company’s IPO, comprising one share of Class A Stock (“Public Share”) and one-eighth of a warrant (“Public Warrant”), as well as the Public Shares and the Public Warrants are currently listed on Nasdaq under the symbols “GIIXU,” “GIIX” and “GIIXW,” respectively. We intend to apply to continue the listing of our Class A Stock and Public Warrants on Nasdaq under the symbols “FOOT” and “FOOTW,” respectively, upon the closing of the Business Combination. Additionally, in connection with the closing of the Business Combination, the name of the Company will be changed to Footprint International, Inc. Upon consummation of the Business Combination and without giving effect to any issuance of Earn Out Shares, the exercise of warrants of the Company or any issuance pursuant to the any incentive plans, it is expected that, based on the various redemption scenarios shown below, the holders (the “Public Stockholders”) of Public Shares, our Initial Stockholders and Footprint Equity Holders will hold shares of the Company as set forth below: Holders NoRedemptionScenario(1) % ofTotal IllustrativeRedemptionScenario(1) % ofTotal ContractualMaximumRedemptionScenario(1) % ofTotal CharterRedemptionLimitationScenario(1) % ofTotal Public Stockholders 34,500,000 14.7 % 21,721,654 9.8 % 8,943,307 4.3 % 499,906 0.2 % Initial Stockholders (including Sponsor) 16,323,075 7.0 % 16,323,075 7.4 % 16,323,075 7.8 % 16,323,075 8.1 % Subscribers (Aggregate; excluding Sponsor) 19,105,000 8.1 % 19,105,000 8.6 % 19,105,000 9.1 % 19,105,000 9.5 % Footprint Equity Holders 164,526,925 70.2 % 164,526,925 74.2 % 164,526,925 78.7 % 164,526,925 82.1 % (1) For additional information on each redemption scenario and applicable assumptions, see “Risk Factors—Risks Related to the Company and the Business Combination—Our Public Stockholders will experience dilution as a consequence of, among other transactions, the issuance of Class A Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that our current stockholders have on the management of the Post-Combination Company.” |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 68,184 | $ 317,220 | |
Prepaid assets | 896,826 | 1,090,278 | |
Total current assets | 965,010 | 1,407,498 | |
Cash, cash equivalents and other investments held in Trust Account | 345,065,339 | 345,030,739 | |
Total assets | 346,030,349 | 346,438,237 | |
Current liabilities: | |||
Accrued expenses, formation and offering costs | 4,286,278 | 3,175,067 | $ 750 |
State franchise tax accrual | 50,000 | 200,000 | 450 |
Notes and advances payable – related party | 1,750,000 | 1,350,000 | |
Total current liabilities | 15,403,610 | 19,501,774 | 1,200 |
Deferred underwriting compensation | 12,075,000 | 12,075,000 | |
Total liabilities | 27,478,610 | 31,576,774 | 1,200 |
Commitments and contingencies | |||
Class A Common Stock subject to possible redemption, 34,500,000 and -0- shares at December 31, 2021 and December 31, 2020, respectively (at redemption value of $10 per share) | 345,000,000 | 345,000,000 | |
Stockholders' equity (deficit): | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding at March 31, 2022 and December 31, 2021, respectively | 0 | ||
Additional paid-in-capital | 0 | 0 | |
Accumulated deficit | (26,449,124) | (30,139,400) | (1,200) |
Total stockholders' equity (deficit) | (26,448,261) | (30,138,537) | (1,200) |
Total liabilities and stockholders' equity (deficit) | 346,030,349 | 346,438,237 | |
Public Warrants | |||
Current liabilities: | |||
Warrants derivative liability | 5,520,000 | 8,754,375 | |
Private Placement Warrants | |||
Current liabilities: | |||
Warrants derivative liability | 3,797,332 | 6,022,332 | |
Class A Common Stock | |||
Stockholders' equity (deficit): | |||
Common stock value | 0 | 0 | |
Class F Common Stock | |||
Stockholders' equity (deficit): | |||
Common stock value | $ 863 | $ 863 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Class A subject to possible redemption, redemption value per share | $ 10 | $ 10 | $ 10 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, shares authorized | 440,000,000 | ||
Class A Common Stock | |||
Class A subject to possible redemption, shares | 34,500,000 | 34,500,000 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 |
Common stock, shares issued | 34,500,000 | 34,500,000 | |
Common stock, shares outstanding | 34,500,000 | 34,500,000 | |
Class F Common Stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 | 40,000,000 |
Common stock, shares issued | 8,625,000 | 8,625,000 | 0 |
Common stock, shares outstanding | 8,625,000 | 8,625,000 | 0 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 4 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Revenues | $ 0 | $ 0 | ||
Professional fees and other expenses | (1,753,699) | (370,818) | $ (750) | $ (4,710,584) |
State franchise taxes, other than income tax | (50,000) | (50,000) | (450) | (200,000) |
Gain from change in fair value of warrant liabilities | 5,459,375 | 4,149,125 | 0 | (3,421,208) |
Allocated expense for warrant issuance cost | 0 | (378,361) | 0 | (378,413) |
Net income from operations | 3,655,676 | 3,349,946 | (1,200) | (8,710,205) |
Other income - interest income | 34,600 | 6,678 | 30,739 | |
Net income before income taxes | 3,690,276 | 3,356,624 | (1,200) | (8,679,466) |
Provision for income tax | 0 | 0 | 0 | |
Net loss attributable to common shares | $ 3,690,276 | $ 3,356,624 | $ (1,200) | $ (8,679,466) |
Class A Common Stock | ||||
Net loss per ordinary share: | ||||
Common Stock - basic and diluted | $ 0.09 | $ (1.15) | $ (0.92) | |
Class F Common Stock | ||||
Net loss per ordinary share: | ||||
Common Stock - basic and diluted | $ 0.09 | $ (1.15) | $ 0 | $ (0.92) |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Common StockClass A Common Stock | Common StockClass F Common Stock | Additional Paid-in Capital | Retained Earnings |
Beginning Balance at Sep. 13, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Net loss | (1,200) | (1,200) | |||
Ending Balance at Dec. 31, 2020 | $ (1,200) | $ 0 | $ 0 | $ 0 | (1,200) |
Ending Balance (in shares) at Dec. 31, 2020 | 0 | 0 | |||
Sale of Class F Common Stock to Sponsor on January 11, 2021 at $0.0001 par value | $ 8,625,000 | ||||
Sale of Class F Common Stock to Sponsor on January 11, 2021 at $0.0001 par value (in shares) | 25,000 | 863 | 24,137 | ||
Excess of fair value paid by founders for warrants | $ 4,272,001 | $ 4,272,001 | |||
Subsequent measurement of Class A Common Stock subject to redemption against additional paid-in capital | (4,296,138) | (4,296,138) | |||
Subsequent measurement of Class A Common Stock subject to redemption against accumulated deficit | (21,456,137) | (21,456,137) | |||
Net loss | 3,356,624 | 3,356,624 | |||
Ending Balance at Mar. 31, 2021 | (18,099,850) | $ 0 | $ 863 | 0 | (18,100,713) |
Ending Balance (in shares) at Mar. 31, 2021 | 0 | 8,625,000 | |||
Beginning Balance at Dec. 31, 2020 | (1,200) | $ 0 | $ 0 | 0 | (1,200) |
Beginning Balance (in shares) at Dec. 31, 2020 | 0 | 0 | |||
Sale of Class F Common Stock to Sponsor on January 11, 2021 at $0.0001 par value | 25,000 | $ 863 | 24,137 | ||
Sale of Class F Common Stock to Sponsor on January 11, 2021 at $0.0001 par value (in shares) | 8,625,000 | ||||
Excess of fair value paid by founders for warrants | 4,272,001 | 4,272,001 | |||
Subsequent measurement of Class A Common Stock subject to redemption against additional paid-in capital | (4,296,138) | (4,296,138) | |||
Subsequent measurement of Class A Common Stock subject to redemption against accumulated deficit | (21,458,734) | (21,458,734) | |||
Net loss | (8,679,466) | (8,679,466) | |||
Ending Balance at Dec. 31, 2021 | (30,138,537) | $ 0 | $ 863 | 0 | (30,139,400) |
Ending Balance (in shares) at Dec. 31, 2021 | 0 | 8,625,000 | |||
Net loss | 3,690,276 | 3,690,276 | |||
Ending Balance at Mar. 31, 2022 | $ (26,448,261) | $ 0 | $ 863 | $ 0 | $ (26,449,124) |
Ending Balance (in shares) at Mar. 31, 2022 | 0 | 8,625,000 |
STATEMENTS OF CHANGES IN STOC_2
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Jan. 11, 2021 | Dec. 31, 2020 |
Class F Common Stock | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 4 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ 3,690,276 | $ 3,356,624 | $ (1,200) | $ (8,679,466) |
Changes in state franchise tax accrual | (150,000) | 49,550 | 450 | 199,550 |
Changes in prepaid assets | 193,452 | (1,868,596) | 0 | (1,090,278) |
Changes in accrued expenses, formation and offering costs | 1,111,211 | 404,334 | 750 | 3,174,317 |
Issuance costs related to warrant liabilities | 0 | 378,361 | 0 | 378,413 |
Changes in fair value warrants derivative liabilities | (5,459,375) | (4,149,125) | 0 | 3,421,208 |
Net cash used in operating activities | (614,436) | (1,828,852) | 0 | (2,596,256) |
Cash flows from investing activities: | ||||
Cash deposited in Trust Account | 0 | (345,000,000) | 0 | (345,000,000) |
Interest reinvested in the Trust Account | (34,600) | (6,678) | 0 | (30,739) |
Net cash used in investing activities | (34,600) | (345,006,678) | 0 | (345,030,739) |
Cash flows from financing activities: | ||||
Proceeds from sale of Units in Public Offering | 0 | 345,000,000 | 0 | 345,000,000 |
Proceeds from sale of Private Placement Warrants to Sponsor | 0 | 8,900,000 | 0 | 8,900,000 |
Proceeds from sale of Class F Common Stock to Sponsor | 0 | 25,000 | 0 | 25,000 |
Proceeds from notes and advances payable – related party | 400,000 | 1,975,000 | 0 | 1,975,000 |
Repayment of notes and advances payable – related party | 0 | (625,000) | 0 | (625,000) |
Payment of underwriter's discounts and commissions | 0 | (6,900,000) | 0 | (6,900,000) |
Payment of accrued offering costs | 0 | (428,136) | 0 | (430,785) |
Net cash provided by financing activities | 400,000 | 347,946,864 | 0 | 347,944,215 |
Increase in cash | (249,036) | 1,111,334 | 0 | 317,220 |
Cash at beginning of period | 317,220 | 0 | 0 | 0 |
Cash at end of period | 0 | 317,220 | ||
Supplemental disclosure of non-cash financing activities: | ||||
Deferred underwriting compensation | 0 | 12,075,000 | 0 | 12,075,000 |
Supplemental disclosure of income and franchise taxes paid: | ||||
Cash paid for income and state franchise taxes | $ 200,000 | $ 450 | $ 0 | $ 450 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Business Operations | 1. Organization and Business Operations Organization and General Gores Holdings VIII, Inc. (the “Company”) was incorporated in Delaware on September 14, 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 (the “Business Combination”). The Company has not engaged in any operations other than to identify and consummate a Business Combination, and has not generated any operating revenue to date. The Company’s management has broad discretion with respect to the Business Combination. The Company’s sponsor is Gores Sponsor VIII, LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31st as its fiscal year-end. The Company completed the Public Offering on March 1, 2021 (the “IPO Closing Date”). The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. Subsequent to the Public Offering, the Company will generate non-operating Proposed Business Combination On December 13, 2021, Gores Holdings VIII, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Frontier Merger Sub, Inc. (“First Merger Sub”), Frontier Merger Sub II, LLC (“Second Merger Sub”), and Footprint International Holdco, Inc. (“Footprint”), which provides for, among other things: (a) the merger of First Merger Sub with and into Footprint, with Footprint continuing as the surviving corporation (the “First Merger”); and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Footprint with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”). The transactions set forth in the Merger Agreement, including the Mergers, will constitute a “Business Combination” as contemplated by the Company’s Amended and Restated Certificate of Incorporation. The Merger Agreement and the transactions contemplated thereby were unanimously approved by the Board of Directors of the Company and the Board of Directors of Footprint (the “Footprint Board”) on December 13, 2021. The Merger Agreement Merger Consideration Pursuant to the terms of the Merger Agreement, at the effective time of the First Merger, (a) each share of (i) Footprint’s common stock, par value $0.000001 per share (“Footprint Common Stock”), including shares of Footprint Common Stock issuable pursuant to the exercise of warrants to purchase Footprint Common Stock (“Footprint Warrants”), will be converted into the right to receive a number of newly-issued shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Company Class A Stock”), equal to the Per Share Company Common Stock Consideration (as defined in the Merger Agreement), (ii) Footprint’s Class A preferred stock, par value $0.001 per share (“Footprint Class A Preferred Stock”), will be converted into the right to receive a number of newly-issued shares of Company Class A Stock equal to the Per Share Company Class A Preferred Stock Consideration (as defined in the Merger Agreement), (iii) Footprint’s Class B preferred stock, par value $0.001 per share (“Footprint Class B Preferred Stock”), will be converted into the right to receive a number of newly-issued shares of Company Class A Stock equal to the Per Share Company Class B Preferred Stock Consideration (as defined in the Merger Agreement), and (iv) Footprint’s Class C preferred stock, par value $0.001 per share (“Footprint Class C Preferred Stock”), will be converted into the right to receive a number of newly-issued shares of Company Class A Stock equal to the Per Share Company Class C Preferred Stock Consideration (as defined in the Merger Agreement) and (b) each of the promissory notes outstanding that entitle the holder thereof to convert outstanding amounts into shares of capital stock of Footprint (“Footprint Convertible Promissory Notes”) will be converted into the right to receive a number of newly-issued shares of Company Class A Stock set forth on the Company Closing Certificate (as defined in the Merger Agreement). Pursuant to the terms of the Merger Agreement, the Company is required to use reasonable best efforts to cause the shares of Company Class A Common Stock to be issued in connection with the transactions contemplated by the Merger Agreement (the “Business Combination”) to be listed on the Nasdaq Capital Market (the “NASDAQ”) at the closing of the Business Combination. Pursuant to the Merger Agreement, the aggregate merger consideration payable at the closing of the Business Combination to all of the stockholders, holders of stock options of Footprint, holders of Footprint Warrants and holders of Footprint Convertible Promissory Notes will be an aggregate of 161,776,650 shares of Company Class A Stock (deemed to have a value of $10.00 per share). In addition to the consideration to be paid at the closing of the Business Combination, certain stockholders and holders of stock options of Footprint will be entitled to receive, pursuant to the Merger Agreement or the Parent Performance Plan (as defined in the Merger Agreement), additional shares of Company Class A Stock or performance-based restricted stock units from the Company, as applicable, subject to the terms provided in the Merger Agreement or the Parent Performance Plan. Treatment of Footprint’s Stock Options Pursuant to the Merger Agreement, at the closing of the Business Combination, each of Footprint’s stock options, to the extent then outstanding and unexercised, will automatically be converted into an option to acquire a certain number of shares of Company Class A Stock and at an adjusted exercise price per share as determined pursuant to the terms of the Merger Agreement. Each such converted option will be subject to the same terms and conditions as were applicable to the corresponding Footprint stock option as of immediately prior to the closing of the Business Combination. Representations, Warranties and Covenants The parties to the Merger Agreement have made representations, warranties and covenants that are customary for transactions of this nature. The representations and warranties of the respective parties to the Merger Agreement will not survive the closing of the Business Combination. Covenants The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Business Combination and efforts to satisfy conditions to consummation of the Business Combination. The Merger Agreement also contains additional covenants of the parties, including, among others, (a) covenants providing for the Company and Footprint to use their reasonable best efforts to obtain all necessary regulatory approvals and (b) covenants providing for the Company and Footprint to cooperate in the preparation of the Registration Statement and Proxy Statement (as each such term is defined in the Merger Agreement) required to be filed in connection with the Business Combination. The covenants of the parties to the Merger Agreement will not survive the closing of the Business Combination, except for those covenants that by their terms expressly apply in whole or in part after the closing of the Business Combination. Conditions to Consummation of the Business Combination The consummation of the Business Combination is conditioned upon, among other things, (a) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (b) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination, (c) the Company having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of Following approval of the Merger Agreement and the transactions contemplated thereby by the Footprint Board, and receipt of the recommendation of the Footprint Board to adopt the Merger Agreement and approve the transactions contemplated thereby, Footprint stockholders holding a sufficient amount of Footprint Common Stock delivered a written consent adopting the Merger Agreement and approving the transactions contemplated by the Merger Agreement, and no further approval of Footprint’s stockholders is required with respect to the consummation of the transactions contemplated by the Merger Agreement. Termination The Merger Agreement may be terminated at any time prior to the consummation of the Mergers (whether before or after the required Company stockholder vote and Footprint Stockholder Approval has been obtained) by mutual written consent of the Company and Footprint and in certain other circumstances, including if the Business Combination has not been consummated by July 13, 2022 (the “Outside Date”) and the delay in closing prior to such date is not due to the breach of the Merger Agreement by the party seeking to terminate. The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Mergers, does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement. The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties to the Merger Agreement and are subject to important qualifications and limitations agreed to by the contracting parties in connection with negotiating the Merger Agreement. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or any other party to the Merger Agreement. In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the respective parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the respective parties to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to the Company’s investors and security holders. Company investors and security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties or covenants of any party to the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. PIPE Investment; Subscription Agreements On December 13, 2021, the Company entered into subscription agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) with certain investors, including certain individuals (each, an “Individual Investor Subscription Agreement”), institutional investors (each, an “Institutional Investor Subscription Agreement”) and Gores Sponsor VIII LLC (the “Sponsor Subscription Agreement,” and, together with the Individual Investor Subscription Agreement and the Institutional Investor Subscription Agreement, the “PIPE Subscription Agreements”), pursuant to which the investors have agreed to purchase an aggregate of 31,055,000 shares of Company Class A Stock in a private placement for $10.00 per share (the “PIPE Investment”). Each Subscription Agreement will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) upon the mutual written agreement of the parties to such Subscription Agreement; (c) if any of the conditions to closing set forth in such Subscription Agreement are not satisfied or waived on or prior to the closing and, as a result thereof, the transactions contemplated by such Subscription Agreement are not consummated at the closing; and (d) 30 days after the Outside Date, if the closing of the Business Combination shall not have occurred by such date other than as a result of a breach of the investor’s obligations under the Subscription Agreement. As of the date hereof, the shares of Company Class A Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company will, within 30 days after the closing, file with the Securities and Exchange Commission (“SEC”) a registration statement (the “Post-Closing Registration Statement”) registering the resale of such shares of Class A Common Stock and will use its commercially reasonable efforts to have such Post-Closing Registration Statement declared effective as soon as practicable after the filing thereof. The Sponsor Subscription Agreement is substantially similar to the Individual Investor Subscription Agreements, except that the Sponsor has the right to assign its commitment to purchase the Company Class A Stock under the Sponsor Subscription Agreement in advance of the closing of the Business Combination. The Institutional Investor Subscription Agreement is substantially similar to the Individual Investor Subscription Agreement. The foregoing description of the PIPE Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the PIPE Subscription Agreements, a form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Waiver and Share Surrender Agreement On December 13, 2021, the Company entered a Waiver and Share Surrender Agreement (the “Waiver Agreement”) with the Sponsor and each holder (including the Sponsor) (each, a “Class F Holder,” and, collectively, the “Class F Holders”) of the Company’s Class F Common Stock, par value $0.0001 per share (“Class F Common Stock”), pursuant to which (a) the Class F Holders have agreed to waive certain of the anti-dilution rights in respect of their Class F Common Stock and (b) the Sponsor has agreed to irrevocably surrender 1,501,650 shares of Class F Common Stock, in each case, in connection with, and subject to, the closing of the Business Combination. The foregoing description of the Waiver Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Waiver Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference. Financing Upon the closing of the Public Offering and the sale of the Private Placement Warrants, an aggregate of $345,000,000 was placed in a Trust Account with Computershare acting as trustee (the “Trust Account”). The Company intends to finance a Business Combination with the net proceeds from its $345,000,000 Public Offering and its sale of $8,900,000 of Private Placement Warrants. Trust Account Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 (the “Investment Company Act”), as amended, that invest only in direct U.S. government obligations. As of March 31, 2022, the Trust Account consisted of money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund regulatory compliance requirements and other costs related thereto (a “Regulatory Withdrawal”) for a maximum 24 months and/or additional amounts necessary to pay franchise and income taxes, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; or (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination by March 1, 2023; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination by March 1, 2023, subject to the requirements of law and stock exchange rules. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination. The Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest income earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two two As a result of the foregoing redemption provisions, the public shares of common stock are recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “ Distinguishing Liabilities from Equity The Company will have until March 1, 2023 to complete its Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering. Emerging Growth Company 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 Securities Exchange Act of 1934, as amended (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 | 1. Organization and Business Operations Organization and General Gores Holdings VIII, Inc. (the “Company”) was incorporated in Delaware on September 14, 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 (the “Business Combination”). The Company has neither engaged in any operations nor generated any revenue to date. The Company’s management has broad discretion with respect to the Business Combination. The Company’s Sponsor is Gores Sponsor VIII, LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31st as its fiscal year-end. At December 31, 2021, the Company had not commenced any operations. All activity for the period from September 14, 2020 (inception) through December 31, 2021 relates to the Company’s formation and initial public offering (“Public Offering”) described below. The Company completed the Public Offering on March 1, 2021 (the “IPO Closing Date”). The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. Subsequent to the Public Offering, the Company will generate non-operating Proposed Business Combination On December 13, 2021, Gores Holdings VIII, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Frontier Merger Sub, Inc. (“First Merger Sub”), Frontier Merger Sub II, LLC (“Second Merger Sub”), and Footprint International Holdco, Inc. (“Footprint”), which provides for, among other things: (a) the merger of First Merger Sub with and into Footprint, with Footprint continuing as the surviving corporation (the “First Merger”); and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Footprint with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”). The transactions set forth in the Merger Agreement, including the Mergers, will constitute a “Business Combination” as contemplated by the Company’s Amended and Restated Certificate of Incorporation. The Merger Agreement and the transactions contemplated thereby were unanimously approved by the Board of Directors of the Company and the Board of Directors of Footprint (the “Footprint Board”) on December 13, 2021. The Merger Agreement Merger Consideration Pursuant to the terms of the Merger Agreement, at the effective time of the First Merger, (a) each share of (i) Footprint’s common stock, par value $0.000001 per share (“Footprint Common Stock”), including shares of Footprint Common Stock issuable pursuant to the exercise of warrants to purchase Footprint Common Stock (“Footprint Warrants”), will be converted into the right to receive a number of newly-issued shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Company Class A Stock”), equal to the Per Share Company Common Stock Consideration (as defined in the Merger Agreement), (ii) Footprint’s Class A preferred stock, par value $0.001 per share (“Footprint Class A Preferred Stock”), will be converted into the right to receive a number of newly-issued shares of Company Class A Stock equal to the Per Share Company Class A Preferred Stock Consideration (as defined in the Merger Agreement), (iii) Footprint’s Class B preferred stock, par value $0.001 per share (“Footprint Class B Preferred Stock”), will be converted into the right to receive a number of newly-issued shares of Company Class A Stock equal to the Per Share Company Class B Preferred Stock Consideration (as defined in the Merger Agreement), and (iv) Footprint’s Class C preferred stock, par value $0.001 per share (“Footprint Class C Preferred Stock”), will be converted into the right to receive a number of newly-issued shares of Company Class A Stock equal to the Per Share Company Class C Preferred Stock Consideration (as defined in the Merger Agreement) and (b) each of the promissory notes outstanding that entitle the holder thereof to convert outstanding amounts into shares of capital stock of Footprint (“Footprint Convertible Promissory Notes”) will be converted into the right to receive a number of newly-issued shares of Company Class A Stock set forth on the Company Closing Certificate (as defined in the Merger Agreement). Pursuant to the terms of the Merger Agreement, the Company is required to use reasonable best efforts to cause the shares of Company Class A Common Stock to be issued in connection with the transactions contemplated by the Merger Agreement (the “Business Combination”) to be listed on the Nasdaq Capital Market (the “NASDAQ”) at the closing of the Business Combination. Pursuant to the Merger Agreement, the aggregate merger consideration payable at the closing of the Business Combination to all of the stockholders, holders of stock options of Footprint, holders of Footprint Warrants and holders of Footprint Convertible Promissory Notes will be an aggregate of 161,776,650 shares of Company Class A Stock (deemed to have a value of $10.00 per share). In addition to the consideration to be paid at the closing of the Business Combination, certain stockholders and holders of stock options of Footprint will be entitled to receive, pursuant to the Merger Agreement or the Parent Performance Plan (as defined in the Merger Agreement), additional shares of Company Class A Stock or performance-based restricted stock units from the Company, as applicable, subject to the terms provided in the Merger Agreement or the Parent Performance Plan. Treatment of Footprint’s Stock Options Pursuant to the Merger Agreement, at the closing of the Business Combination, each of Footprint’s stock options, to the extent then outstanding and unexercised, will automatically be converted into an option to acquire a certain number of shares of Company Class A Stock and at an adjusted exercise price per share as determined pursuant to the terms of the Merger Agreement. Each such converted option will be subject to the same terms and conditions as were applicable to the corresponding Footprint stock option as of immediately prior to the closing of the Business Combination. Representations, Warranties and Covenants The parties to the Merger Agreement have made representations, warranties and covenants that are customary for transactions of this nature. The representations and warranties of the respective parties to the Merger Agreement will not survive the closing of the Business Combination. Covenants The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Business Combination and efforts to satisfy conditions to consummation of the Business Combination. The Merger Agreement also contains additional covenants of the parties, including, among others, (a) covenants providing for the Company and Footprint to use their reasonable best efforts to obtain all necessary regulatory approvals and (b) covenants providing for the Company and Footprint to cooperate in the preparation of the Registration Statement and Proxy Statement (as each such term is defined in the Merger Agreement) required to be filed in connection with the Business Combination. The covenants of the parties to the Merger Agreement will not survive the closing of the Business Combination, except for those covenants that by their terms expressly apply in whole or in part after the closing of the Business Combination. Conditions to Consummation of the Business Combination The consummation of the Business Combination is conditioned upon, among other things, (a) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (b) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination, (c) the Company having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of Following approval of the Merger Agreement and the transactions contemplated thereby by the Footprint Board, and receipt of the recommendation of the Footprint Board to adopt the Merger Agreement and approve the transactions contemplated thereby, Footprint stockholders holding a sufficient amount of Footprint Common Stock delivered a written consent adopting the Merger Agreement and approving the transactions contemplated by the Merger Agreement, and no further approval of Footprint’s stockholders is required with respect to the consummation of the transactions contemplated by the Merger Agreement. Termination The Merger Agreement may be terminated at any time prior to the consummation of the Mergers (whether before or after the required Company stockholder vote and Footprint Stockholder Approval has been obtained) by mutual written consent of the Company and Footprint and in certain other circumstances, including if the Business Combination has not been consummated by July 13, 2022 (the “Outside Date”) and the delay in closing prior to such date is not due to the breach of the Merger Agreement by the party seeking to terminate. The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Mergers, does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement. The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties to the Merger Agreement and are subject to important qualifications and limitations agreed to by the contracting parties in connection with negotiating the Merger Agreement. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or any other party to the Merger Agreement. In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the respective parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the respective parties to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to the Company’s investors and security holders. Company investors and security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties or covenants of any party to the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. PIPE Investment; Subscription Agreements On December 13, 2021, the Company entered into subscription agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) with certain investors, including certain individuals (each, an “Individual Investor Subscription Agreement”), institutional investors (each, an “Institutional Investor Subscription Agreement”) and Gores Sponsor VIII LLC (the “Sponsor Subscription Agreement,” and, together with the Individual Investor Subscription Agreement and the Institutional Investor Subscription Agreement, the “PIPE Subscription Agreements”), pursuant to which the investors have agreed to purchase an aggregate of 31,055,000 shares of Company Class A Stock in a private placement for $10.00 per share (the “PIPE Investment”). Each Subscription Agreement will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) upon the mutual written agreement of the parties to such Subscription Agreement; (c) if any of the conditions to closing set forth in such Subscription Agreement are not satisfied or waived on or prior to the closing and, as a result thereof, the transactions contemplated by such Subscription Agreement are not consummated at the closing; and (d) 30 days after the Outside Date, if the closing of the Business Combination shall not have occurred by such date other than as a result of a breach of the investor’s obligations under the Subscription Agreement. As of the date hereof, the shares of Company Class A Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company will, within 30 days after the closing, file with the Securities and Exchange Commission (“SEC”) a registration statement (the “Post-Closing Registration Statement”) registering the resale of such shares of Class A Common Stock and will use its commercially reasonable efforts to have such Post-Closing Registration Statement declared effective as soon as practicable after the filing thereof. The Sponsor Subscription Agreement is substantially similar to the Individual Investor Subscription Agreements, except that the Sponsor has the right to assign its commitment to purchase the Company Class A Stock under the Sponsor Subscription Agreement in advance of the closing of the Business Combination. The Institutional Investor Subscription Agreement is substantially similar to the Individual Investor Subscription Agreement. The foregoing description of the PIPE Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the PIPE Subscription Agreements, a form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Waiver and Share Surrender Agreement On December 13, 2021, the Company entered a Waiver and Share Surrender Agreement (the “Waiver Agreement”) with the Sponsor and each holder (including the Sponsor) (each, a “Class F Holder,” and, collectively, the “Class F Holders”) of the Company’s Class F Common Stock, par value $0.0001 per share (“Class F Common Stock”), pursuant to which (a) the Class F Holders have agreed to waive certain of the anti-dilution The foregoing description of the Waiver Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Waiver Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference. Financing Upon the IPO Closing Date and the sale of the Private Placement Warrants, an aggregate of $345,000,000 was placed in a Trust Account with Deutsche Bank Trust Company Americas (the “Trust Account”) acting as Trustee. The Company intends to finance a Business Combination with the net proceeds from its $345,000,000 Public Offering and its sale of $8,900,000 of Private Placement Warrants. Trust Account Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund regulatory compliance requirements and other costs related thereto (a “Regulatory Withdrawal”) for a maximum 24 months and/or additional amounts necessary to pay franchise and income taxes, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; or (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination by March 1, 2023; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination by March 1, 2023, subject to the requirements of law and stock exchange rules. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination. The Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest income earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two two As a result of the foregoing redemption provisions, the public shares of common stock are recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “ Distinguishing Liabilities from Equity The Company will have until March 1, 2023 to complete its Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering. Emerging Growth Company 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 Securities Exchange Act of 1934, as amended (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 |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2022 and 2021 and the results of operations and cash flows for the periods presented. Operating results for the period ended March 31, 2022 and 2021 are not necessarily indicative of results that may be expected for the full year or any other period. Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock and Class F Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 7,279,166 shares of Common Stock at $11.50 per share were issued on March 1, 2021. At March 31, 2022 and 2021, no warrants had been exercised. The 7,279,166 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the periods ended March 31, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss)per share for each class of common stock: Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss), including accretion of temporary equity $ 2,952,221 $ 738,055 $ (13,613,043 ) $ (8,782,609 ) Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 11,883,333 7,666,667 Basic and diluted net income/(loss) per share $ 0.09 $ 0.09 $ (1.15 ) $ (1.15 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”) approximates the carrying amounts represented in the balance sheet. Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. Derivative Liabilities The Company evaluated the Warrants (as defined below in Note 3—Public Offering) and Private Placement Warrants (as defined below in Note 4—Related Party Transactions) (collectively, “Warrant Securities”), and the all forward purchase agreements in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, Other Assets and Deferred Costs—SEC Materials 340-10-S99”) Expenses of Offering Redeemable Common Stock As discussed in Note 3, all of the 34,500,000 shares of Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of common stock under the redemption and repurchase provisions of the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Use of Estimates The preparation of 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 revenues and expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “ Income Taxes For those liabilities or benefits to be recognized, a tax position must be more-likely-than-not The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits. Cash, Cash Equivalents and Other Investments Held in Trust Account At March 31, 2022, the Company had $345,065,339 in the Trust Account which may be utilized for Business Combinations. At March 31, 2022, the Trust Account consisted of money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination by March 1, 2023; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination by March 1, 2023, subject to the requirements of law and stock exchange rules. Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statements of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated Going Concern Consideration If the Company does not complete its Business Combination by March 1, 2023, 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 In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by March 1, 2023, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at March 31, 2022 and December 31, 2021, the Company had current liabilities of $15,403,610 and $19,501,774, respectively, and a working capital deficit of ($14,438,600) and ($18,094,276), respectively, the balances of which are primarily related to warrants we have recorded as liabilities as described in Notes 2 and 3. Other amounts are related to accrued expenses owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after March 31, 2022, and amounts are continuing to accrue. Additionally, the warrant liability will not impact the Company’s liquidity until a Business Combination has been consummated, as they do not require cash settlement until such event has occurred. | 2. Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of December 31, 2021 and 2020 and the results of operations and cash flows for the periods presented. Operating results for the period ended December 31, 2021 and 2020 are not necessarily indicative of results that may be expected for the full year or any other period. Net Loss Per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock and Class F Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 7,279,166 shares of Common Stock at $11.50 per share were issued on March 1, 2021. At December 31, 2021 and 2020, no warrants had been exercised. The 7,279,166 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from earnings per share for the periods ended December 31, 2021 and 2020 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the Year Ended December 31, 2021 For the Period from September 14, 2020 (inception) Through December 31, 2020 Class A Class F Class A Class F Basic and diluted net loss per share: Numerator: Allocation of net loss, including accretion of temporary equity $ (26,692,609 ) $ (7,741,729 ) $ — $ (1,200 ) Denominator: Weighted-average shares outstanding 28,923,288 8,388,699 — 8,625,000 Basic and diluted net loss per share $ (0.92 ) $ (0.92 ) $ — $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on these accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “ Fair Value Measurements and Disclosures Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. Derivative Liabilities The Company evaluated the Warrants (as defined below in Note 3—Public Offering) and Private Placement Warrants (as defined below in Note 4—Related Party Transactions) (collectively, “Warrant Securities”), and the all forward purchase agreements in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, Other Assets and Deferred Costs—SEC Materials 340-10-S99”) Expenses of Offering Redeemable Common Stock As discussed in Note 3, all of the 34,500,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Use of Estimates The preparation of 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 revenues and expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “ Income Taxes For those liabilities or benefits to be recognized, a tax position must be more-likely-than-not The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits. Cash, Cash Equivalents and Other Investments Held in Trust Account At December 31, 2021, the Company had $345,030,739 in the Trust Account which may be utilized for Business Combinations. At December 31, 2021, the Trust Account consisted of money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination by March 1, 2023; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination by March 1, 2023, subject to the requirements of law and stock exchange rules. Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statements of operations. For issued or modified warrants that meet all of the criteria for equity classifications, the warrants are required to be recorded as a component of additional paid-in non-cash Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated Going Concern Consideration If the Company does not complete its Business Combination by March 1, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than te per-share In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by March 1, 2023, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at December 31, 2021, the Company had current liabilities of $19,501,774 and working capital of ($18,094,276), the balances of which are primarily related to warrants we have recorded as liabilities as described in Notes 2 and 3. Other amounts are related to accrued expenses owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after December 31, 2021 and amounts are continuing to accrue. Additionally, the warrant liability will not impact the Company’s liquidity until a Business Combination has been consummated, as they do not require cash settlement until such event has occurred. |
Public Offering
Public Offering | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Public Offering [Abstract] | ||
Public Offering | 3. Public Offering Public Units On March 1, 2021, the Company sold 34,500,000 units at a price of $10.00 per unit (the “Units”), including 4,500,000 Units as a result of the underwriter’s full exercise of its over-allotment option, generating gross proceeds of $345,000,000. Each Unit consists of one share of the Company’s Class A Common Stock (the “public shares”), and one-eig 24-month 45-day The public warrants issued as part of the Units are accounted for as liabilities as there are terms and features do not qualify for equity classification in FASB ASC Topic 815-40 Derivatives and Hedging—Contracts in Entity’s Own Equity All of the 34,500,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, 470-20, Debt—Debt with Conversion and Other Options Our Class A Common Stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. paid-in As of March 31, 2022, the Class A Common Stock reflected on the balance sheet are reconciled in the following table. The accretion of carrying value to redemption value was fully recognized by June 30, 2021, and there has been no additional accretion for the three months ended March 31, 2022: As of March 31, Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants $ (6,727,500 ) Class A shares issuance costs $ (19,027,372 ) Plus: Accretion of carrying value to redemption value $ 25,754,872 Contingently redeemable Class A Common Stock $ 345,000,000 | 3. Public Offering Public Units On March 1, 2021, the Company sold 34,500,000 units at a price of $10.00 per unit (the “Units”), including 4,500,000 Units as a result of the underwriter’s partial exercise of their over-allotment option, generating gross proceeds of $345,000,000. Each Unit consists of one share of the Company’s Class A Common Stock (the “public shares”), and one- eighth 24-month The public warrants issued as part of the Units are accounted for as liabilities as there are terms and features that do not qualify for equity classification in FASB ASC Topic 815-40 Derivatives and Hedging—Contracts in Entity’s Own Equity All of the 34,500,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, 470-20, Debt—Debt with Conversion and Other Options Our Class A Common Stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. paid-in As of December 31, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table. The accretion of carrying value to redemption value was fully recognized by June 30, 2021. There has been no additional accretion since: As of December 31, 2021 Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants $ (6,727,500 ) Class A shares issuance costs $ (19,027,372 ) Plus: Accretion of carrying value to redemption value $ 25,754,872 Contingently redeemable Class A Common Stock $ 345,000,000 |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 4. Related Party Transactions Founder Shares On January 11, 2021, the Sponsor purchased 8,625,000 shares of Class F Common Stock, par value $0.0001 per share, of the Company (the “Founder Shares”) for $25,000, or approximately $0.003 per share. The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment is exercised. As a result of the underwriter’s election to fully exercise its over-allotment option, 1,125,000 Founder Shares are no longer subject to forfeiture. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the Public Offering. On February 23, 2021, the Sponsor transferred 25,000 Founder Shares to each of the three independent directors at their original purchase price. At March 31, 2022, there was an aggregate of 8,625,000 Founder Shares outstanding. The Founder Shares are identical to the Class A Common Stock included in the Units sold in the Public Offering except that the Founder Shares are convertible under the circumstances described below. The Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Business Combination on a one-for-one The sale of the Founders Shares is in the scope of FASB ASC Topic 718, “ Compensation-Stock Compensation Private Placement Warrants The Sponsor has purchased from the Company an aggregate of 2,966,666 whole warrants at a price of $3.00 per warrant (a purchase price of approximately $8,900,000) in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A Common Stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the Warrants being sold as part of the Units in the Public Offering, except the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by our Sponsor or its permitted transferees. If the Company does not complete a Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public stockholders and the Private Placement Warrants will expire worthless. Consistent with the public warrants, the private warrants are accounted for as liabilities under ASC Topic 814-40, Registration Rights The holders of Founder Shares, Private Placement Warrants and Warrants issued upon the conversion of working capital loans, if any, hold registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) pursuant to a registration rights agreement entered into by the Company, the Sponsor and the other security holders named therein on March 1, 2021. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan Prior to the completion of the Public Offering, the Sponsor loaned the Company an aggregate of $300,000 by the issuance of an unsecured promissory note (the “Note”) issued by the Company in favor of the Sponsor to cover organization expenses and expenses related to the Public Offering. The Note was non-interest On March 19, 2021, the Sponsor made available to the Company a loan of up to $4,000,000 pursuant to a promissory note issued by the Company to the Sponsor. The proceeds from the note will be used for on-going non-interest In addition, in order to finance transaction costs in connection with our Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that our Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $3.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. Administrative Services Agreement The Company entered into an administrative services agreement pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 per month for office space, utilities, and secretarial support. Services commenced on February 25, 2021 (the date the securities were first listed on the Nasdaq Capital Market) and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. For the three months ended March 31, 2022 the Company paid the affiliate $60,000. For the period commencing February 25, 2021 through March 31, 2022 the Company has paid the affiliate $262,857. | 4. Related Party Transactions Founder Shares On January 11, 2021, the Sponsor purchased 8,625,000 shares of Class F Common Stock, par value $0.0001 per share, of the Company (the “Founder Shares”) for $25,000, or approximately $0.003 per share. The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment is exercised. As a result of the underwriter’s election to fully exercise its over-allotment option, 1,125,000 Founder Shares are no longer subject to forfeiture. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the Public Offering. On February 23, 2021, the Sponsor transferred 25,000 Founder Shares to each of the three independent directors at their original purchase price. At December 31, 2021, there was an aggregate of 8,625,000 Founder Shares outstanding. The Founder Shares are identical to the Class A Common Stock included in the Units sold in the Public Offering except that the Founder Shares are convertible under the circumstances described below. The Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Business Combination on a one-for-one The sale of the Founders Shares is in the scope of FASB ASC Topic 718, “ Compensation-Stock Compensation Stock-based Private Placement Warrants The Sponsor has purchased from the Company an aggregate of 2,966,666 whole warrants at a price of $3.00 per warrant (a purchase price of $8,900,000) in a private placement that occurred simultaneously with the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A Common Stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the public warrants sold as part of the units in the Public Offering, except that the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by the Sponsor or its permitted transferees. If the Company does not complete a Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public stockholders and the Private Placement Warrants will expire worthless. Consistent with the public warrants, the private warrants are accounted for as liabilities under ASC Topic 814-40, Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants issued upon conversion of working capital loans, if any, have registration rights (in the case of the Founder Shares, only after conversion of such shares to common shares) pursuant to a registration rights agreement entered into by the Company, the Sponsor and the other security holders named therein on March 1, 2021. These holders will also have certain demand and “piggy back” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan Prior to the completion of the Public Offering, the Sponsor loaned the Company an aggregate of $300,000 by the issuance of an unsecured promissory note (the “Note”) issued by the Company in favor of the Sponsor to cover organization expenses and expenses related to the Public Offering. The Note was non-interest On March 19, 2021, the Sponsor made available to the Company a loan of up to $4,000,000 pursuant to a promissory note issued by the Company to the Sponsor. The proceeds from the note will be used for ongoing operational expenses and certain other expenses in connection with the Business Combination. The note is unsecured, non-interest In addition, in order to finance transaction costs in connection with our Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that our Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $3.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. Administrative Services Agreement The Company entered into an administrative services agreement pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 a month for office space, utilities and secretarial support. Services commenced on February 25, 2021 (the date the securities were first listed on the Nasdaq Capital Market) and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. For the period commencing February 25, 2021 through December 31, 2021 the Company has paid the affiliate $202,857. |
Deferred Underwriting Compensat
Deferred Underwriting Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Deferred Underwriting Compensation [Abstract] | ||
Deferred Underwriting Compensation | 5. Deferred Underwriting Compensation The Company is committed to pay a deferred underwriting discount totaling $12,075,000 or 3.50% of the gross offering proceeds of the Public Offering, to the underwriter upon the Company’s consummation of a Business Combination. The underwriter is not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriter if there is no Business Combination. | 5. Deferred Underwriting Compensation The Company is committed to pay a deferred underwriting discount totaling $12,075,000 or 3.50% of the gross offering proceeds of the Public Offering, to the underwriter upon the Company’s consummation of a Business Combination. The underwriter is not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriter if there is no Business Combination. |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 6. Income Taxes Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes. The Company has evaluated tax positions taken or expected to be taken in the course of preparing the financial statements to determine if the tax positions are “more likely than not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more likely than not” threshold would be recorded as a tax benefit or expense in the current year. The Company has concluded that there was no impact related to uncertain tax positions on the results of its operations for the period ended March 31, 2022. As of March 31, 2022, the Company has no accrued interest or penalties related to uncertain tax positions. 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’s conclusions regarding tax positions will be subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analyses of tax laws, regulations, and interpretations thereof. | 6. Income Taxes Effective Tax Rate Reconciliation A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided at December 31, 2021 as follows: Year Ended December 31, 2021 Income tax expense/(benefit) at the federal statutory rate $ (1,822,688 ) Capitalized Transaction Expenses 700,544 Warrant Liability 797,920 State income taxes—net of federal income tax benefits (56,601 ) Change in valuation allowance 380,825 Total income tax expense (benefit) $ — Current/Deferred Taxes Year Ended December 31, 2021 Current income tax expense/(benefit) Federal $ — State — Total current income tax expense/(benefit) $ — Deferred income tax expense/(benefit) Federal $ — State — Total deferred income tax expense/(benefit) $ — Provision for income taxes $ — Deferred Tax Assets and Liabilities Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2021: December 31, 2021 Deferred tax assets Accrued Expenses $ 183,790 Net operating losses 198,257 Total deferred tax assets 382,047 Valuation allowance (381,120 ) Net deferred tax assets 927 December 31, 2021 Deferred tax liabilities Prepaids (512 ) Accrued Income (414 ) Total deferred tax liabilities (927 ) Net deferred tax assets (liabilities) $ 0 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurement | 7. Fair Value Measurement The Company complies with ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured Warrants The Company has determined that warrants issued in connection with its initial public offering in January 2021 are subject to treatment as a liability. The Company utilized a Monte Carlo simulation methodology to value the warrants for periods prior to public warrant trading and observable transactions for subsequent periods, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant liability is determined using Level 1 and Level 2 inputs. The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO Closing Date and March 31, 2021 was derived from observable public warrant pricing on comparable ‘blank-check’ companies that recently went public in close proximity to the Company’s IPO Closing Date. At March 31, 2022, there were observable transactions in the Company’s public warrants. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be six months until the close of a Business Combination, and the contractual five year term subsequently. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. At March 31, 2022, the Public Warrants had adequate trading volume to provide a reliable indication of value. The Public Warrants were valued at $1.28 per warrant at March 31, 2022. The fair value of the Private Placement Warrants was deemed to be equal to the fair value of the Public Warrants because the Private Placement Warrants have similar terms and are subject to substantially the same redemption features as the Public Warrants. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public and Private Warrants as of March 31, 2022, is classified as Level 1 and Level 2, respectively, due to the use of both observable inputs in an active market as well as quoted prices in active markets for similar assets and liabilities. As of March 31, 2022, the aggregate values of the Private Placement Warrants and Public Warrants were $3.8 million and $5.5 million, respectively, based on the closing price of GIIXW on that date of $1.28. As of December 31, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $6.0 million and $8.8 million, respectively, based on the closing price of GIIXW on that date of $2.03. The following table presents the changes in the fair value of warrant liabilities: Private Public Total Fair value at December 31, 2021 $ 6,022,332 $ 8,754,375 $ 14,776,707 Change in fair value (2,225,000 ) (3,234,375 ) (5,459,375 ) Fair value at March 31, 2022 $ 3,797,332 $ 5,520,000 $ 9,317,332 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: March 31, Quoted Prices in Significant Significant Cash, Cash Equivalents and Other Investments Held in Trust Account $ 345,065,339 $ 345,065,339 $ — $ — Derivative warrant liabilities: Public warrants (5,520,000 ) (5,520,000 ) — — Private placement warrants (3,797,332 ) — (3,797,332 ) — | 7. Fair Value Measurement The Company complies with FASB ASC 820, Fair Value Measurements re-measured non-financial re-measured Warrants The Company has determined that warrants issued in connection with its initial public offering in February 2021 are subject to treatment as a liability. The Company utilized a Monte Carlo simulation methodology to value the warrants for periods prior to public warrant trading and observable transactions for subsequent periods, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant liability is determined using Level 1 and Level 2 inputs. The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO Closing Date and March 31, 2021 was derived from observable public warrant pricing on comparable ‘blank-check’ companies that went public in 2020 and 2021. At December 31, 2021, there were observable transactions in the Company’s public warrants. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be six months until the close of a Business Combination, and the contractual five year term subsequently. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. At December 31, 2021, the Public Warrants had adequate trading volume to provide a reliable indication of value. The Public Warrants were valued at $2.03 at December 31, 2021. The fair value of the Private Placement Warrants was deemed to be equal to the fair value of the Public Warrants because the Private Placement Warrants have similar terms and are subject to substantially the same redemption features as the Public Warrants. The key inputs into the option model for the Private Placement Warrants and Public Warrants were as follows for the relevant periods: As of February 25, 2021 December 31, 2021* Selected Volatility 20.0 % — Risk-free interest rate 0.91 % — Warrant exercise price $ 11.50 $ 11.50 Expected term 5.5 5.5 * Volatility and risk-free rate were not utilized in computation. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public and Private Warrants as of December 31, 2021, is classified as Level 1 and Level 2, respectively, due to the use of both observable inputs in an active market as well as quoted prices in active markets for similar assets and liabilities. As of December 31, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $6.0 million and $8.8 million, respectively, based on the closing price of GIIXW on that date of $2.03. As of February 25, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $4.6 million and $6.7 million, respectively, based on the closing price of GIIXU on that date of $10.41. The following table presents the changes in the fair value of warrant liabilities: Private Placement Warrants Public Warrants Total Warrant Liabilities Fair value at February 25, 2021 $ 4,627,999 $ 6,727,500 $ 11,355,499 Change in fair value 1,394,333 2,026,875 3,421,208 Fair value at December 31, 2021 $ 6,022,332 $ 8,754,375 $ 14,776,707 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Significant Significant Other Other Quoted Prices in Observable Unobservable December 31, Active Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Cash, Cash Equivalents and Other Investments Held in Trust Account $ 345,030,739 $ 345,030,739 $ — $ — Derivative warrant liabilities: Public warrants (8,754,375 ) (8,754,375 ) — — Private placement warrants (6,022,332 ) — (6,022,332 ) — |
Common and Preferred Stock
Common and Preferred Stock | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Common and Preferred Stock | 8. Common and Preferred Stock Common Stock The Company is authorized to issue 400,000,000 shares of Class A Common Stock, par value $0.0001 per share, and 40,000,000 shares of Class F Common Stock, par value $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At March 31, 2022 and December 31, 2021, there were 34,500,000 shares of Class A Common Stock and 8,625,000 shares of Class F Common Stock issued and outstanding, respectively. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued and outstanding. | 8. Stockholders’ Equity Common Stock The Company is authorized to issue 440,000,000 shares of common stock, consisting of 400,000,000 shares of Class A Common Stock, par value $0.0001 per share and 40,000,000 shares of Class F Common Stock, par value $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share of common stock and vote together as a single class. At December 31, 2021, there were 34,500,000 shares of Class A Common Stock and 8,625,000 shares of Class F Common Stock issued and outstanding, respectively. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At December 31, 2021, there were no shares of preferred stock issued and outstanding. |
Risk and Uncertainties
Risk and Uncertainties | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | ||
Risk and Uncertainties | 9. Risk and Uncertainties Management continues to evaluate the impact of the COVID-19 On March 30, 2022, the SEC issued proposed rules (the “2022 Proposed Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act. The 2022 Proposed Rules, if adopted, whether in the form proposed or in revised form, and certain positions and legal conclusions expressed by the SEC in connection with the 2022 Proposed Rules, may materially adversely affect our ability to negotiate and complete our Business Combination and may increase the costs and time related thereto. | 9. Risk and Uncertainties Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 10. Subsequent Events Management has performed an evaluation of subsequent events through May 13, 2022, noting no items which require adjustment or disclosure other than those set forth in the preceding notes to the financial statements. | 10. Subsequent Events On February 23, 2022, the Sponsor extended the maturity date of promissory note issued by the Company to the Sponsor. The note remains unsecured, non-interest F-23 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2022 and 2021 and the results of operations and cash flows for the periods presented. Operating results for the period ended March 31, 2022 and 2021 are not necessarily indicative of results that may be expected for the full year or any other period. | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of December 31, 2021 and 2020 and the results of operations and cash flows for the periods presented. Operating results for the period ended December 31, 2021 and 2020 are not necessarily indicative of results that may be expected for the full year or any other period. |
Net Loss Per Common Share | Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock and Class F Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 7,279,166 shares of Common Stock at $11.50 per share were issued on March 1, 2021. At March 31, 2022 and 2021, no warrants had been exercised. The 7,279,166 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the periods ended March 31, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss)per share for each class of common stock: Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss), including accretion of temporary equity $ 2,952,221 $ 738,055 $ (13,613,043 ) $ (8,782,609 ) Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 11,883,333 7,666,667 Basic and diluted net income/(loss) per share $ 0.09 $ 0.09 $ (1.15 ) $ (1.15 ) | Net Loss Per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock and Class F Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 7,279,166 shares of Common Stock at $11.50 per share were issued on March 1, 2021. At December 31, 2021 and 2020, no warrants had been exercised. The 7,279,166 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from earnings per share for the periods ended December 31, 2021 and 2020 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the Year Ended December 31, 2021 For the Period from September 14, 2020 (inception) Through December 31, 2020 Class A Class F Class A Class F Basic and diluted net loss per share: Numerator: Allocation of net loss, including accretion of temporary equity $ (26,692,609 ) $ (7,741,729 ) $ — $ (1,200 ) Denominator: Weighted-average shares outstanding 28,923,288 8,388,699 — 8,625,000 Basic and diluted net loss per share $ (0.92 ) $ (0.92 ) $ — $ (0.00 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on these accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”) approximates the carrying amounts represented in the balance sheet. | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “ Fair Value Measurements and Disclosures |
Fair Value Measurement | Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. | Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. |
Derivative Liabilities | Derivative Liabilities The Company evaluated the Warrants (as defined below in Note 3—Public Offering) and Private Placement Warrants (as defined below in Note 4—Related Party Transactions) (collectively, “Warrant Securities”), and the all forward purchase agreements in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity | Derivative Liabilities The Company evaluated the Warrants (as defined below in Note 3—Public Offering) and Private Placement Warrants (as defined below in Note 4—Related Party Transactions) (collectively, “Warrant Securities”), and the all forward purchase agreements in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity |
Offering Costs | Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, Other Assets and Deferred Costs—SEC Materials 340-10-S99”) Expenses of Offering | Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, Other Assets and Deferred Costs—SEC Materials 340-10-S99”) Expenses of Offering |
Redeemable Common Stock | Redeemable Common Stock As discussed in Note 3, all of the 34,500,000 shares of Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of common stock under the redemption and repurchase provisions of the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. | Redeemable Common Stock As discussed in Note 3, all of the 34,500,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. |
Use of Estimates | Use of Estimates The preparation of 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 revenues and expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | Use of Estimates The preparation of 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 revenues and expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “ Income Taxes For those liabilities or benefits to be recognized, a tax position must be more-likely-than-not The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “ Income Taxes For those liabilities or benefits to be recognized, a tax position must be more-likely-than-not The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits. | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits. |
Cash, Cash Equivalents and Other Investments Held in Trust Account | Cash, Cash Equivalents and Other Investments Held in Trust Account At March 31, 2022, the Company had $345,065,339 in the Trust Account which may be utilized for Business Combinations. At March 31, 2022, the Trust Account consisted of money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination by March 1, 2023; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination by March 1, 2023, subject to the requirements of law and stock exchange rules. | Cash, Cash Equivalents and Other Investments Held in Trust Account At December 31, 2021, the Company had $345,030,739 in the Trust Account which may be utilized for Business Combinations. At December 31, 2021, the Trust Account consisted of money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination by March 1, 2023; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination by March 1, 2023, subject to the requirements of law and stock exchange rules. |
Warrant Liability | Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statements of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash | Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statements of operations. For issued or modified warrants that meet all of the criteria for equity classifications, the warrants are required to be recorded as a component of additional paid-in non-cash |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated | Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated |
Going Concern Consideration | Going Concern Consideration If the Company does not complete its Business Combination by March 1, 2023, 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 In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by March 1, 2023, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at March 31, 2022 and December 31, 2021, the Company had current liabilities of $15,403,610 and $19,501,774, respectively, and a working capital deficit of ($14,438,600) and ($18,094,276), respectively, the balances of which are primarily related to warrants we have recorded as liabilities as described in Notes 2 and 3. Other amounts are related to accrued expenses owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after March 31, 2022, and amounts are continuing to accrue. Additionally, the warrant liability will not impact the Company’s liquidity until a Business Combination has been consummated, as they do not require cash settlement until such event has occurred. | Going Concern Consideration If the Company does not complete its Business Combination by March 1, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than te per-share In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by March 1, 2023, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at December 31, 2021, the Company had current liabilities of $19,501,774 and working capital of ($18,094,276), the balances of which are primarily related to warrants we have recorded as liabilities as described in Notes 2 and 3. Other amounts are related to accrued expenses owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after December 31, 2021 and amounts are continuing to accrue. Additionally, the warrant liability will not impact the Company’s liquidity until a Business Combination has been consummated, as they do not require cash settlement until such event has occurred. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Loss Per Share for Each Class of Common Stock | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss)per share for each class of common stock: Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss), including accretion of temporary equity $ 2,952,221 $ 738,055 $ (13,613,043 ) $ (8,782,609 ) Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 11,883,333 7,666,667 Basic and diluted net income/(loss) per share $ 0.09 $ 0.09 $ (1.15 ) $ (1.15 ) | For the Year Ended December 31, 2021 For the Period from September 14, 2020 (inception) Through December 31, 2020 Class A Class F Class A Class F Basic and diluted net loss per share: Numerator: Allocation of net loss, including accretion of temporary equity $ (26,692,609 ) $ (7,741,729 ) $ — $ (1,200 ) Denominator: Weighted-average shares outstanding 28,923,288 8,388,699 — 8,625,000 Basic and diluted net loss per share $ (0.92 ) $ (0.92 ) $ — $ (0.00 ) |
Public Offering (Tables)
Public Offering (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Public Offering [Abstract] | ||
Schedule of Class A Common Stock Reflected on Balance Sheet | As of March 31, 2022, the Class A Common Stock reflected on the balance sheet are reconciled in the following table. The accretion of carrying value to redemption value was fully recognized by June 30, 2021, and there has been no additional accretion for the three months ended March 31, 2022: As of March 31, Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants $ (6,727,500 ) Class A shares issuance costs $ (19,027,372 ) Plus: Accretion of carrying value to redemption value $ 25,754,872 Contingently redeemable Class A Common Stock $ 345,000,000 | As of December 31, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table. The accretion of carrying value to redemption value was fully recognized by June 30, 2021. There has been no additional accretion since: As of December 31, 2021 Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants $ (6,727,500 ) Class A shares issuance costs $ (19,027,372 ) Plus: Accretion of carrying value to redemption value $ 25,754,872 Contingently redeemable Class A Common Stock $ 345,000,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Statutory Federal Income Tax Expense | A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided at December 31, 2021 as follows: Year Ended December 31, 2021 Income tax expense/(benefit) at the federal statutory rate $ (1,822,688 ) Capitalized Transaction Expenses 700,544 Warrant Liability 797,920 State income taxes—net of federal income tax benefits (56,601 ) Change in valuation allowance 380,825 Total income tax expense (benefit) $ — |
Schedule of Current and Deferred Taxes | Current/Deferred Taxes Year Ended December 31, 2021 Current income tax expense/(benefit) Federal $ — State — Total current income tax expense/(benefit) $ — Deferred income tax expense/(benefit) Federal $ — State — Total deferred income tax expense/(benefit) $ — Provision for income taxes $ — |
Schedule of Deferred Tax Assets and Liabilities | Deferred Tax Assets and Liabilities Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2021: December 31, 2021 Deferred tax assets Accrued Expenses $ 183,790 Net operating losses 198,257 Total deferred tax assets 382,047 Valuation allowance (381,120 ) Net deferred tax assets 927 December 31, 2021 Deferred tax liabilities Prepaids (512 ) Accrued Income (414 ) Total deferred tax liabilities (927 ) Net deferred tax assets (liabilities) $ 0 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Key Inputs into Option Model for Private Placement Warrants and Public Warrants | The key inputs into the option model for the Private Placement Warrants and Public Warrants were as follows for the relevant periods: As of February 25, 2021 December 31, 2021* Selected Volatility 20.0 % — Risk-free interest rate 0.91 % — Warrant exercise price $ 11.50 $ 11.50 Expected term 5.5 5.5 * Volatility and risk-free rate were not utilized in computation. | |
Schedule of Changes in Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Public Total Fair value at December 31, 2021 $ 6,022,332 $ 8,754,375 $ 14,776,707 Change in fair value (2,225,000 ) (3,234,375 ) (5,459,375 ) Fair value at March 31, 2022 $ 3,797,332 $ 5,520,000 $ 9,317,332 | The following table presents the changes in the fair value of warrant liabilities: Private Placement Warrants Public Warrants Total Warrant Liabilities Fair value at February 25, 2021 $ 4,627,999 $ 6,727,500 $ 11,355,499 Change in fair value 1,394,333 2,026,875 3,421,208 Fair value at December 31, 2021 $ 6,022,332 $ 8,754,375 $ 14,776,707 |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: March 31, Quoted Prices in Significant Significant Cash, Cash Equivalents and Other Investments Held in Trust Account $ 345,065,339 $ 345,065,339 $ — $ — Derivative warrant liabilities: Public warrants (5,520,000 ) (5,520,000 ) — — Private placement warrants (3,797,332 ) — (3,797,332 ) — | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Significant Significant Other Other Quoted Prices in Observable Unobservable December 31, Active Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Cash, Cash Equivalents and Other Investments Held in Trust Account $ 345,030,739 $ 345,030,739 $ — $ — Derivative warrant liabilities: Public warrants (8,754,375 ) (8,754,375 ) — — Private placement warrants (6,022,332 ) — (6,022,332 ) — |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Details) - USD ($) | Dec. 13, 2021 | Mar. 01, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Jan. 11, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Date of incorporation | Sep. 14, 2020 | Sep. 14, 2020 | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Proceeds from sale of warrants | $ 0 | $ 8,900,000 | $ 0 | $ 8,900,000 | |||
Proceeds from initial public offering | $ 345,000,000 | $ 0 | $ 345,000,000 | $ 0 | $ 345,000,000 | ||
Maximum maturity period | 185 days | 185 days | |||||
Regulatory withdrawal of interest from trust account, maximum period | 24 months | 24 months | |||||
Redemption percentage of public shares of common stock if business combination not completed | 100.00% | 100.00% | |||||
Number of days to seek shareholder approval for redemption of shares | 2 days | 2 days | |||||
Number of days to provide opportunity to shareholders to sell their shares | 2 days | 2 days | |||||
Number of days to redeem public shares of common stock if business combination not completed | 10 days | 10 days | |||||
Dissolution expenses, maximum allowed | $ 100,000 | $ 100,000 | |||||
Private Placement | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Amount placed in trust account | $ 345,000,000 | 345,000,000 | |||||
Proceeds from sale of warrants | $ 8,900,000 | ||||||
Maximum | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Threshold net tangible assets | $ 5,000,001 | $ 5,000,001 | |||||
Number of days to redeem public shares of common stock if business combination not completed | 10 days | 10 days | |||||
Minimum [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Percentage of fair market value | 80.00% | 80.00% | |||||
Class A Common Stock | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Class F Common Stock | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Merger Agreement | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Common stock, par value | $ 0.000001 | ||||||
Merger Agreement | Maximum | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Business combination expected closing parent of cash | $ 550,000,000 | ||||||
Merger Agreement | Class A Common Stock | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Common stock, par value | $ 0.0001 | ||||||
Stock issued during period, value acquisitions | $ 161,776,650 | ||||||
Share price | $ 10 | ||||||
Merger Agreement | Class A Common Stock | Maximum | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Net tangible assets for redemption of common stock | $ 5,000,001 | ||||||
Merger Agreement | Class A Preferred Stock | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Common stock, par value | $ 0.001 | ||||||
Preferred stock, par value | 0.001 | ||||||
Merger Agreement | Class B Preferred Stock | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Preferred stock, par value | 0.001 | ||||||
Merger Agreement | Preferred Class C | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Preferred stock, par value | 0.001 | ||||||
PIPE Subscription Agreements | Class A Common Stock | Private Placement | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Share price | $ 10 | ||||||
Stock issued during period, value | $ 31,055,000 | ||||||
Waiver and Share Surrender Agreement | Class F Common Stock | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Common stock, par value | $ 0.0001 | ||||||
Share surrender of commons stock subject to closing of business combination | 1,501,650 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | Mar. 01, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Significant Accounting Policies [Line Items] | ||||||
Number of warrants exercised | 0 | 0 | 0 | 0 | ||
Federal depository insurance coverage amount | $ 250,000 | $ 250,000 | ||||
Issuance costs related to warrant liabilities | 0 | $ 378,361 | $ 0 | 378,413 | ||
Units sold | 25,000 | |||||
Accrued interest and penalties related to unrecognized tax liabilities | $ 0 | 0 | 0 | 0 | ||
Cash, cash equivalents and other investments held in Trust Account | $ 345,065,339 | $ 345,030,739 | ||||
Redemption percentage of public shares of common stock if business combination not completed | 100.00% | 100.00% | ||||
Number of days to redeem public shares of common stock if business combination not completed | 10 days | 10 days | ||||
Dissolution expenses, maximum allowed | $ 100,000 | $ 100,000 | ||||
Going concern description | If the Company does not complete its Business Combination by March 1, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | If the Company does not complete its Business Combination by March 1, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | ||||
Current liabilities | $ 1,200 | $ 15,403,610 | $ 1,200 | $ 19,501,774 | ||
Working capital | 14,438,600 | 18,094,276 | ||||
IPO | ||||||
Significant Accounting Policies [Line Items] | ||||||
Offering costs | 19,405,785 | 19,405,785 | ||||
Underwriters fee | 18,975,000 | 18,975,000 | ||||
Issuance costs related to warrant liabilities | $ 378,413 | $ 378,413 | ||||
Units sold | 34,500,000 | |||||
IPO | Class A Common Stock | ||||||
Significant Accounting Policies [Line Items] | ||||||
Units sold | 34,500,000 | 34,500,000 | 34,500,000 | |||
Common Stock | ||||||
Significant Accounting Policies [Line Items] | ||||||
Public and private warrants to purchase shares | 7,279,166 | |||||
Share price | $ 11.5 | |||||
Warrants | ||||||
Significant Accounting Policies [Line Items] | ||||||
Potential common shares for outstanding warrants to purchase stock were excluded from diluted earnings | 7,279,166 | 7,279,166 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Loss Per Share for Each Class of Common Stock (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Class A Common Stock | ||||
Numerator: | ||||
Allocation of net income/ (loss), including accretion of temporary equity | $ 2,952,221 | $ (13,613,043) | $ (26,692,609) | |
Denominator: | ||||
Weighted-average shares outstanding | 34,500,000 | 11,883,333 | 28,923,288 | |
Basic and diluted net income/(loss) per share | $ 0.09 | $ (1.15) | $ (0.92) | |
Class F Common Stock | ||||
Numerator: | ||||
Allocation of net income/ (loss), including accretion of temporary equity | $ 738,055 | $ (8,782,609) | $ (1,200) | $ (7,741,729) |
Denominator: | ||||
Weighted-average shares outstanding | 8,625,000 | 7,666,667 | 8,625,000 | 8,388,699 |
Basic and diluted net income/(loss) per share | $ 0.09 | $ (1.15) | $ 0 | $ (0.92) |
Public Offering - Additional In
Public Offering - Additional Information (Details) - USD ($) | Mar. 01, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Feb. 25, 2021 |
Class Of Stock [Line Items] | ||||||
Units sold | 25,000 | |||||
Gross proceeds excluding over-allotment | $ 345,000,000 | |||||
Warrant expiration term | 5 years 6 months | 5 years 6 months | ||||
Percentage of deferred underwriting discount | 3.50% | 3.50% | ||||
Changes in fair value warrants derivative liabilities | $ (5,459,375) | $ (4,149,125) | $ 0 | $ 3,421,208 | ||
Public Warrants | ||||||
Class Of Stock [Line Items] | ||||||
Warrants derivative liability | 5,520,000 | 8,754,375 | $ 6,700,000 | |||
Changes in fair value warrants derivative liabilities | 3,234,375 | 2,026,875 | ||||
Class A Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Number of shares that contribute each unit | 1 | |||||
Warrants | ||||||
Class Of Stock [Line Items] | ||||||
Number of shares that contribute each unit | 0.125 | |||||
Warrant exercisable term if business combination is completed | 30 days | |||||
Warrant exercisable term from closing of public offer | 12 months | |||||
Warrant expiration term | 5 years | |||||
Threshold period to complete business combination from closing of public offering | 24 months | |||||
IPO | ||||||
Class Of Stock [Line Items] | ||||||
Units sold | 34,500,000 | |||||
Share price | $ 10 | |||||
Upfront underwriting discount (as a percent) | 2.00% | |||||
Upfront underwriting discount | $ 6,900,000 | |||||
Percentage of deferred underwriting discount | 3.50% | |||||
Deferred underwriting discount | $ 12,075,000 | |||||
Warrants derivative liability | $ 6,727,500 | $ 6,727,500 | ||||
IPO | Class A Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Units sold | 34,500,000 | 34,500,000 | 34,500,000 | |||
Additional accretion of carrying value to redemption value | $ 0 | |||||
IPO | Warrants | ||||||
Class Of Stock [Line Items] | ||||||
Threshold period to complete business combination from closing of public offering | 24 months | |||||
Over-Allotment Option | ||||||
Class Of Stock [Line Items] | ||||||
Units sold | 4,500,000 | |||||
Underwriter Option To Purchase Additional Units Term | 45 days |
Public Offering - Schedule of C
Public Offering - Schedule of Class A Common Stock Reflected on Balance Sheet (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Class Of Stock [Line Items] | ||
Contingently redeemable Class A Common Stock | $ 345,000,000 | $ 345,000,000 |
IPO | ||
Class Of Stock [Line Items] | ||
Gross proceeds | 345,000,000 | 345,000,000 |
Proceeds allocated to public warrants | (6,727,500) | (6,727,500) |
Class A shares issuance costs | (19,027,372) | (19,027,372) |
Accretion of carrying value to redemption value | 25,754,872 | 25,754,872 |
Contingently redeemable Class A Common Stock | $ 345,000,000 | $ 345,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Mar. 19, 2021USD ($)$ / shares | Feb. 23, 2021Directorshares | Jan. 11, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / shares | Feb. 28, 2021USD ($) |
Related Party Transaction [Line Items] | ||||||||||
Stock Issued During Period Shares New Issues | shares | 25,000 | |||||||||
Number of shares forfeited | shares | 1,125,000 | |||||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 0 | $ 8,900,000 | $ 0 | $ 8,900,000 | ||||||
Notes and advances payable – related party | $ 1,750,000 | $ 1,350,000 | $ 1,350,000 | $ 1,750,000 | ||||||
Class F Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Class A Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Sponsor | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 3 | |||||||||
Aggregate issuance of unsecured promissory note | $ 300,000 | |||||||||
Debt instrument, call date, earliest | Feb. 11, 2023 | |||||||||
Debt instrument, call feature | The note is unsecured, non-interest bearing and matures on the earlier of: (i) February 11, 2023 or (ii) the date on which the Company consummates the Proposed Business Combination. | The note is unsecured, non-interest bearing and matures on the earlier of: (i) February 11, 2023 or (ii) the date on which the Company consummates the Business Combination. | ||||||||
Notes and advances payable – related party | $ 1,750,000 | $ 1,350,000 | $ 1,350,000 | $ 1,750,000 | ||||||
Sponsor | Maximum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Aggregate issuance of unsecured promissory note | $ 4,000,000 | |||||||||
Amount of loans convertible into warrants | $ 1,500,000 | |||||||||
Founder Shares | Class F Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock Issued During Period Shares New Issues | shares | 8,625,000 | |||||||||
Founder shares transferred to independent directors | shares | 25,000 | |||||||||
Number of independent directors | Director | 3 | |||||||||
Number of shares forfeited | shares | 1,125,000 | |||||||||
Outstanding shares of common stock held by the initial stockholders | 20.00% | |||||||||
Founder Shares | Class A Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock Issued During Period Shares New Issues | shares | 8,625,000 | |||||||||
Conversion ratio | 1 | 1 | ||||||||
Founder Shares | Sponsor | Class F Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock Issued During Period Shares New Issues | shares | 8,625,000 | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||
Sale of common stock, value | $ 25,000 | |||||||||
Share price | $ / shares | $ 0.003 | |||||||||
Private Placement Warrants | Class A Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares warrant may be converted | shares | 1 | 1 | 1 | |||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 11.5 | $ 11.5 | $ 11.5 | |||||||
Private Placement Warrants | Sponsor | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of warrants sold | shares | 2,966,666 | 2,966,666 | 2,966,666 | |||||||
Warrants sold, price per warrant | $ / shares | $ 3 | $ 3 | ||||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 8,900,000 | $ 8,900,000 | ||||||||
Administrative Service Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to affiliate, monthly for office space, utilities and secretarial support | $ 20,000 | $ 20,000 | $ 20,000 | 20,000 | ||||||
Administrative Service Agreement | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payments to affiliate | $ 60,000 | $ 202,857 | $ 262,857 |
Deferred Underwriting Compens_2
Deferred Underwriting Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Deferred Underwriting Compensation [Abstract] | ||
Deferred underwriting discount payable | $ 12,075,000 | $ 12,075,000 |
Percentage of deferred underwriting discount | 3.50% | 3.50% |
Deferred underwriting discount if business combination not completed | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Income Tax Disclosure [Abstract] | |
Impact related to uncertain tax positions | $ 0 |
Accrued interest related to uncertain tax positions | 0 |
Accrued penalties related to uncertain tax positions | $ 0 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Statutory Federal Income Tax Expense (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense/(benefit) at the federal statutory rate | $ (1,822,688) | ||
Capitalized Transaction Expenses | 700,544 | ||
Warrant Liability | 797,920 | ||
State income taxes - net of federal income tax benefits | (56,601) | ||
Change in valuation allowance | 380,825 | ||
Total income tax expense (benefit) | $ 0 | $ 0 | $ 0 |
Income Taxes - Schedule of Curr
Income Taxes - Schedule of Current and Deferred Taxes (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Current income tax expense/(benefit) | |||
Federal | $ 0 | ||
State | 0 | ||
Total current income tax expense/(benefit) | 0 | ||
Deferred income tax expense/(benefit) | |||
Federal | 0 | ||
State | 0 | ||
Total deferred income tax expense/(benefit) | 0 | ||
Total income tax expense (benefit) | $ 0 | $ 0 | $ 0 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) | Dec. 31, 2021USD ($) |
Deferred tax assets | |
Accrued Expenses | $ 183,790 |
Net operating losses | 198,257 |
Total deferred tax assets | 382,047 |
Valuation allowance | (381,120) |
Net deferred tax assets | 927 |
Deferred tax liabilities | |
Prepaids | (512) |
Accrued Income | (414) |
Total deferred tax liabilities | (927) |
Net deferred tax assets (liabilities) | $ 0 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) | Mar. 31, 2022USD ($)$ / shares | Dec. 31, 2021USD ($)$ / shares | Mar. 01, 2021 | Feb. 25, 2021USD ($)$ / shares |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Warrant expiration term | 5 years 6 months | 5 years 6 months | ||
Warrants | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Warrant expiration term | 5 years | |||
Closing price | $ / shares | $ 1.28 | $ 2.03 | $ 10.41 | |
Until Close of Business Combination | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Warrant expiration term | 6 months | 6 months | ||
Subsequent to Business Combination | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Warrant expiration term | 5 years | 5 years | ||
Expected Dividend Rate | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Dividend rate | 0 | 0 | ||
Public Warrants | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Closing price | $ / shares | $ 1.28 | $ 2.03 | ||
Aggregate values of Warrants | $ | $ 5,520,000 | $ 8,754,375 | $ 6,700,000 | |
Private Placement Warrants | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Aggregate values of Warrants | $ | $ 3,800,000 | $ 6,000,000 | $ 4,600,000 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Key Inputs into Option Model for Private Placement Warrants and Public Warrants (Details) | Dec. 31, 2021 | Feb. 25, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrant expiration term | 5 years 6 months | 5 years 6 months |
Selected Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Private placement warrants and public warrants, measurement input | 20 | |
Risk-free Interest Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Private placement warrants and public warrants, measurement input | 0.91 | |
Warrant Exercise Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Private placement warrants and public warrants, measurement input | 11.5 | 11.5 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Changes in Fair Value of Warrant Liabilities (Details) - Warrant Liabilities - USD ($) | 3 Months Ended | 10 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair value | $ 14,776,707 | $ 11,355,499 |
Change in fair value | (5,459,375) | 3,421,208 |
Fair value | 9,317,332 | 14,776,707 |
Private Placement Warrants | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair value | 6,022,332 | 4,627,999 |
Change in fair value | (2,225,000) | 1,394,333 |
Fair value | 3,797,332 | 6,022,332 |
Public Warrants | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair value | 8,754,375 | 6,727,500 |
Change in fair value | (3,234,375) | 2,026,875 |
Fair value | $ 5,520,000 | $ 8,754,375 |
Fair Value Measurement - Sche_3
Fair Value Measurement - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Feb. 25, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash, cash equivalents and other investments held in Trust Account | $ 345,065,339 | $ 345,030,739 | |
Public Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Derivative warrant liabilities | (5,520,000) | (8,754,375) | $ (6,700,000) |
Private Placement Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Derivative warrant liabilities | (3,800,000) | (6,000,000) | $ (4,600,000) |
Fair Value, Measurements, Recurring | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash, cash equivalents and other investments held in Trust Account | 345,065,339 | 345,030,739 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash, cash equivalents and other investments held in Trust Account | 345,065,339 | 345,030,739 | |
Fair Value, Measurements, Recurring | Public Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Derivative warrant liabilities | (5,520,000) | (8,754,375) | |
Fair Value, Measurements, Recurring | Public Warrants | Quoted Prices in Active Markets (Level 1) | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Derivative warrant liabilities | (5,520,000) | (8,754,375) | |
Fair Value, Measurements, Recurring | Private Placement Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Derivative warrant liabilities | (3,797,332) | (6,022,332) | |
Fair Value, Measurements, Recurring | Private Placement Warrants | Significant Other Observable Inputs (Level 2) | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Derivative warrant liabilities | $ (3,797,332) | $ (6,022,332) |
Common and Preferred Stock - Ad
Common and Preferred Stock - Additional Information (Details) | Mar. 31, 2022Vote$ / sharesshares | Dec. 31, 2021Vote$ / sharesshares | Jan. 11, 2021$ / shares | Dec. 31, 2020$ / sharesshares |
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 440,000,000 | |||
Number of votes for each share | Vote | 1 | 1 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 0 | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | 0 | |
Class A Common Stock | ||||
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 34,500,000 | 34,500,000 | ||
Common stock, shares outstanding | 34,500,000 | 34,500,000 | ||
Class F Common Stock | ||||
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 40,000,000 | 40,000,000 | 40,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 8,625,000 | 8,625,000 | 0 | |
Common stock, shares outstanding | 8,625,000 | 8,625,000 | 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Feb. 23, 2022 |
Subsequent Event | Sponsor | |
Subsequent Event [Line Items] | |
Debt instrument, maturity date description | On February 23, 2022, the Sponsor extended the maturity date of promissory note issued by the Company to the Sponsor. The note remains unsecured, non-interest bearing and matures on the earlier of: (i) February 11, 2023 or (ii) the date on which the Company consummates a Business Combination. |