Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Virgin Group Acquisition Corp. II | |
Entity Central Index Key | 0001841761 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40263 | |
Entity Address, State or Province | NY | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Address, Address Line One | 65 Bleecker Street, 6th Floor | |
Entity Address, City or Town | New York | |
Entity Address, Postal Zip Code | 10012 | |
City Area Code | 212 | |
Local Phone Number | 905-4923 | |
Entity Current Reporting Status | Yes | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | VGII | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 40,250,000 | |
Class B Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,062,500 | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | VGII.WS | |
Security Exchange Name | NYSE | |
Capital Units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant | |
Trading Symbol | VGII.U | |
Security Exchange Name | NYSE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 79,823 | $ 507,233 |
Prepaid expenses | 615,316 | 629,106 |
Total current assets | 695,139 | 1,136,339 |
Prepaid expenses – non-current portion | 0 | 141,333 |
Investments held in trust account | 402,566,409 | 402,530,526 |
TOTAL ASSETS | 403,261,548 | 403,808,198 |
Current Liabilities: | ||
Accrued costs and expenses | 2,814,837 | 2,419,324 |
Due to related party | 31,667 | 1,667 |
Promissory note – related party | 1,000,000 | 1,000,000 |
Total current liabilities | 3,846,504 | 3,420,991 |
Derivative warrant liabilities | 5,685,730 | 13,340,010 |
Backstop derivative liability | 30,234,314 | |
Deferred underwriter's discount | 14,087,500 | 14,087,500 |
Total liabilities | 53,854,048 | 30,848,501 |
Commitments and Contingencies (Note 7) | ||
Class A ordinary shares, $0.001 par value; 200,000,000 shares authorized; 40,250,000 shares subject to possible redemption at a redemption value of $10.00 per share at March 31, 2022 and December 31, 2021, respectively | 402,500,000 | 402,500,000 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (53,093,506) | (29,541,309) |
Total Shareholders' deficit | (53,092,500) | (29,540,303) |
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT | 403,261,548 | 403,808,198 |
Common Class B | ||
Shareholders' Deficit: | ||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 10,062,500 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | $ 1,006 | $ 1,006 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Temporary equity redemption price per share | $ 10 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A | ||
Shares subject to possible redemption | 40,250,000 | 40,250,000 |
Temporary Equity, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Temporary Equity, Shares Authorized | 200,000,000 | 200,000,000 |
Temporary equity redemption price per share | $ 10 | $ 10 |
Common Class B | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 10,062,500 | 10,062,500 |
Common stock, shares outstanding | 10,062,500 | 10,062,500 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Formation and operating costs | $ 1,008,046 | $ 27,356 |
Loss from operations | (1,008,046) | (27,356) |
Other income (expense) | ||
Interest income earned on cash and investments held in trust account | 35,883 | 1,444 |
Offering costs allocated to warrants | 0 | (497,634) |
Change in fair value of derivative warrant liabilities | 7,654,280 | (208,793) |
Initial measurement of backstop derivative liability | (30,234,314) | |
Total other expense, net | (22,544,151) | (704,983) |
Net loss | $ (23,552,197) | $ (732,339) |
Common Class A | ||
Other income (expense) | ||
Basic and diluted weighted average shares outstanding , ordinary shares, subject to possible redemption | 40,250,000 | 3,141,026 |
Basic and diluted net loss per ordinary share | $ (0.47) | $ (0.06) |
Common Class B | ||
Other income (expense) | ||
Basic and diluted weighted average shares outstanding , ordinary shares, subject to possible redemption | 10,062,500 | 8,750,000 |
Basic and diluted net loss per ordinary share | $ (0.47) | $ (0.06) |
Condensed Statements Of Changes
Condensed Statements Of Changes In Shareholders' Deficit - USD ($) | Total | Class A Ordinary Shares | Common Stock [Member]Class A Ordinary Shares | Common Stock [Member]Class B Ordinary Shares | Additional Paid In Capital | Accumulated Deficit |
Balance Beginning at Jan. 12, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance Beginning, Shares at Jan. 12, 2021 | 0 | 0 | ||||
Issuance of Class B Ordinary shares to Sponsor | 25,000 | $ 1,006 | 23,994 | 0 | ||
Issuance of Class B Ordinary shares to Sponsor, Shares | 10,062,500 | |||||
Accretion for Class A Ordinary Shares to redemption amount | (28,124,278) | (23,994) | (28,100,284) | |||
Net loss | (732,339) | 0 | (732,339) | |||
Balance Ending at Mar. 31, 2021 | (28,831,617) | $ 0 | $ 1,006 | 0 | (28,832,623) | |
Balance Ending, Shares at Mar. 31, 2021 | 0 | 10,062,500 | ||||
Balance Beginning at Jan. 12, 2021 | 0 | $ 0 | $ 0 | 0 | 0 | |
Balance Beginning, Shares at Jan. 12, 2021 | 0 | 0 | ||||
Accretion for Class A Ordinary Shares to redemption amount | $ (32,263,672) | |||||
Balance Ending at Dec. 31, 2021 | (29,540,303) | $ 0 | $ 1,006 | 0 | (29,541,309) | |
Balance Ending, Shares at Dec. 31, 2021 | 0 | 10,062,500 | ||||
Accretion for Class A Ordinary Shares to redemption amount | $ (32,263,672) | |||||
Net loss | (23,552,197) | 0 | (23,552,197) | |||
Balance Ending at Mar. 31, 2022 | $ (53,092,500) | $ 0 | $ 1,006 | $ 0 | $ (53,093,506) | |
Balance Ending, Shares at Mar. 31, 2022 | 0 | 10,062,500 |
Condensed Statements Of Cash Fl
Condensed Statements Of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (23,552,197) | $ (732,339) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest income on cash and investments held in Trust Account | (35,883) | (1,444) |
Offering costs allocated to derivative warrant liabilities | 0 | 497,634 |
Change in fair value of derivative warrant liabilities | (7,654,280) | 208,793 |
Initial measurement of backstop derivative liability | 30,234,314 | |
Changes in operating assets and liabilities: | ||
Prepaid assets | 155,123 | (1,244,423) |
Accrued costs and expenses | 395,513 | 1,266,779 |
Due to related party | 30,000 | 0 |
Net cash used in operating activities | (427,410) | (5,000) |
Cash flows from investing activity: | ||
Investment of cash in Trust Account | (402,500,000) | (350,000,000) |
Net cash used in investing activity | (350,000,000) | |
Cash flows from financing activities: | ||
Proceeds from purchase of Class B shares by initial shareholder | 0 | 25,000 |
Proceeds from initial public offering, net of underwriters' discount | 0 | 343,000,000 |
Proceeds from private placement | 0 | 9,000,000 |
Payment of offering costs | 0 | (595,525) |
Net cash provided by financing activities | 0 | 351,429,475 |
Net change in cash | (427,410) | 1,424,475 |
Cash, beginning of the period | 507,233 | 0 |
Cash, end of the period | 79,823 | 1,424,475 |
Supplemental disclosure of cash flow information: | ||
Deferred underwriting commissions charged to temporary equity | $ 0 | $ 12,250,000 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Virgin Group Acquisition Corp. II (the “Company”) was incorporated as a Cayman Islands exempted company on January 13, 2021. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector (“Business Combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to the Business Combination. As of March 31, 2022, the Company had not commenced any operations. All activity through March 31, 2022 relates to the Company’s formation and the Initial Public Offering (“IPO”) which is described below, and the Company’s search for and completion of a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s IPO was declared effective on March 22, 2021 (the “Effective Date”). On March 25, 2021, the Company consummated the IPO of 35,000,000 units (the “Units”), which is discussed in Note 3. The Units were sold at a price of $10.00 per Unit, generating gross proceeds of $350,000,000. Only whole warrants are exercisable. Concurrently with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of 6,000,000 warrants (the “Private Placement Warrants”) to Virgin Group Acquisition Sponsor II LLC (the “Sponsor”) at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $9,000,000, which is discussed in Note 4. Transaction costs of the IPO amounted to $19,845,525, consisting of $7,000,000 of underwriting discount, $12,250,000 of deferred underwriting discount, $595,525 of other offering costs. On April 13, 2021, the underwriters exercised their full over-allotment option which resulted in the sale of an additional 5,250,000 units to the public generating additional proceeds of $52,500,000. The over-allotment exercise resulted in an additional purchase of 700,000 Private Placement Warrants which generated gross proceeds of $1,050,000. Additional transaction costs of the overallotment amounted to $2,887,500 consisting of $1,050,000 of underwriting discount and $1,837,500 of deferred underwriting discount. As of March 31, 2022, $79,823 of cash is not held in the Trust Account (as defined below) and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Following the closing of the Public Offering on March 25, 2021, and the over-allotment exercise on April 13, 2021, an amount equal to at least $10.00 per Unit sold in the IPO was placed in a trust account (“Trust Account”), to be invested only in U.S. government securities with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 or pre-initial The Company will provide the holders of its issued and outstanding public shares (the “Public Shareholders”) of its Class A Ordinary Shares, sold in the IPO (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations), calculated as of two business days prior to the completion of the Business Combination. The per-share The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 5) and Public Shares held by it in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Company’s sponsor has agreed to waive: (i) its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to their Founder Shares and any Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete its Business Combination within 24 months from March 25, 2021 or (B) with respect to any other provision relating to shareholders’ rights or pre-initial If the Company is unable to complete its initial business combination within the Combination Period, the Company will: i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days per-share The Company’s sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to any founder shares held by it if the Company fails to complete its initial business combination within the Combination Period. However, if the sponsor acquires public shares in or after the IPO, the sponsor will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a Business Combination during the Combination Period. Merger Agreement On December 7, 2021, the Company, entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Treehouse Merger Sub, Inc., a Delaware corporation (“VGAC II Merger Sub”), and Grove Collaborative, Inc., a Delaware public benefit corporation (“Grove”). The Business Combination The Merger Agreement provides for, among other things, the following transactions on the closing date: (i) the Company will become a Delaware public benefit corporation (the “Domestication”) and, in connection with the Domestication, (a) the Company’s name will be changed to “Grove Collaborative Holdings, Inc.” (“New Grove”), (b) each then-issued and outstanding Class A ordinary share of the Company will convert automatically into one Class A ordinary share of New Grove (the “New Grove Class A Ordinary Shares”), (c) each then-issued and outstanding Class B ordinary share of the Company will convert automatically into one New Grove Class A Ordinary Share, and (d) each then-issued and outstanding common warrant of the Company will convert automatically into one warrant to purchase one New Grove Class A Ordinary Share; and (ii) following the Domestication, VGAC II Merger Sub will merge with and into Grove, with Grove as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of New Grove (the “Merger”). The Domestication, the Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination.” In connection with the Business Combination, the Company will adopt a dual class stock structure pursuant to which (i) all shareholders of Grove will hold Class B ordinary shares of New Grove (the “New Grove Class B Ordinary Shares”), which will have ten votes per share. The New Grove Class B Ordinary Shares will be subject to conversion to New Grove Class A Ordinary Shares (i) upon any transfers of New Grove Class B Ordinary Shares (except for certain permitted transfers) or (ii) on the date that is the earliest to occur of (A) the fifth anniversary of the closing date and (B) the forty-fifth day (or, if such day is not a business day in the United States, the next such business day) after the end of the first fiscal quarter of New Grove in which the number of New Grove Class B Ordinary Shares outstanding or subject to outstanding securities convertible into or exercisable therefore, or otherwise underlying outstanding equity compensation awards, represents, in the aggregate, less than ten percent (10%) of all ordinary shares outstanding or subject to outstanding securities convertible into or exercisable therefor, or otherwise underlying outstanding equity compensation awards, in each case, measured on the last day of such fiscal quarter. The Business Combination is expected to close early in the second quarter of 2022, following the receipt of the required approval by the Company’s shareholders and the fulfillment of other customary closing conditions. Merger Agreement Amendment On March 31, 2022, the Company entered into an Amended and Restated Agreement and Plan of Merger (the “Amended and Restated Merger Agreement”), by and among the Company, Treehouse Merger Sub, Inc., a Delaware corporation (“Merger Sub I”), Treehouse Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”), and Grove. The Amended and Restated Merger Agreement amends and restates in its entirety the Agreement and Plan of Merger, dated as of December 7, 2021 (the “Original Merger Agreement”), entered into by the Company, Merger Sub I and Grove that the Company originally announced in its Current Report on Form 8-K The Amended and Restated Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company and Grove. The Amended and Restated Merger Agreement provides that, among other things, at least one day following the domestication of the Company as a Delaware public benefit corporation (the “Redomestication”), (i) Merger Sub I will merge with and into Grove (the “Initial Merger”), with Grove as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of the Company (the “Initial Surviving Corporation”) and (ii) immediately following the Initial Merger, and as part of the same overall transaction as the Initial Merger, the Initial Surviving Corporation will merge with and into Merger Sub II (the “Final Merger” and, together with the Initial Merger, the “Mergers”, and the Mergers, together with the other transactions contemplated by the Amended and Restated Merger Agreement (other than the Redomestication), the “Business Combination”), with Merger Sub II as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of the Company. The Amended and Restated Merger Agreement further provides that, on the terms and subject to the conditions of the Amended and Restated Merger Agreement, each Tranche 1 Share (as defined below) (other than dissenting shares) will be canceled and converted into the right to receive a number of VGAC Class B Common Shares, as determined pursuant to an exchange ratio set forth in the Amended and Restated Merger Agreement (the “Exchange Ratio”). The VGAC Class B Common Shares to be issued in exchange for the Tranche 1 Shares are in addition to the merger consideration payable to the existing equity holders of Grove. The foregoing description of the Amended and Restated Merger Agreement is subject to and qualified in its entirety by reference to the full text of the Amended and Restated Merger Agreement, a copy of which is included as Exhibit 2.1 hereto, and the terms of which are incorporated by reference. On January 14, 2022, the Company filed a Form S-4 S-4 Backstop Derivative Liability On March 31, 2022, the Company entered into a subscription agreement (the “Backstop Subscription Agreement”) with Corvina Holdings, Limited, an affiliate of the Sponsor (the “Backstop Investor”) and Grove Collaborative, Inc., a Delaware public benefit corporation (“Grove”). Pursuant to the Backstop Subscription Agreement, among other things, (i) the Backstop Investor agreed to subscribe for and purchase, and Grove agreed to issue and sell to the Investor, on the date of the Backstop Subscription Agreement, a number of shares of Grove’s common stock equal to the quotient of $27,500,000 and $11.70, for an aggregate purchase price of $27,500,000 (the “Tranche 1 Shares”) and (ii) the Backstop Investor has agreed to subscribe for and purchase, on the closing date of the Business Combination, certain VGAC Class A Common Shares at a purchase price of $10.00 per share (the “Tranche 2 Shares”), for aggregate gross proceeds in an amount equal to (x) $22,500,000 minus (y) the amount of cash available, as of immediately prior to the closing of the Business Combination, to be released from the Trust Account (after giving effect to all payments to be made as a result of the exercise of all Redemption Rights) (the “Available Cash”). The purchase price per share for the Tranche 1 Shares was based on an estimate of the Exchange Ratio, and each of the Backstop Investor and Grove have agreed to adjust the number of Tranche 1 Shares held by the Backstop Investor immediately prior to the closing of the Business Combination to reflect the final Exchange Ratio calculated pursuant to the terms of the Amended and Restated Merger Agreement such that at the closing of the Business Combination the Tranche 1 Shares will convert into VGAC Class B Common Shares (which will immediately be exchanged for VGAC Class A Common Shares) at a ratio that reflects a purchase price of $10.00 for each VGAC Class B Common Share. In addition, immediately prior to the closing of the Business Combination, to the extent the Available Cash exceeds $22,500,000, the Backstop Investor shall have the right to redeem all or a portion of the Tranche 1 Shares in cash for a purchase price per share equal to (x) the final Exchange Ratio calculated pursuant to the terms of the Amended and Restated Merger Agreement multiplied by (y) $10.00. In addition, if the volume weighted average price of VGAC Class A Common Shares is less than $10.00 during the 10 trading days commencing on the first trading day after the Company’s first quarterly earnings call for a fiscal quarter that ends following the closing of the Business Combination (the “Measurement Period VWAP”), then the Backstop Investor shall be entitled to receive a number of additional VGAC Class A Common Shares equal to the lesser of (i) the product of (x) the sum of (1) the shares of common stock of VGAC II issued to the Investor at the closing of the Business Combination pursuant to the Amended and Restated Merger Agreement (as defined below) as consideration for the Tranche 1 Shares and (2) the Tranche 2 Shares (collectively, the “Post-Combination VGAC Shares”) multiplied by (y) a fraction, (A) the numerator of which is $10.00 (as adjusted for any stock split, reverse stock split or similar adjustment following the closing of the Business Combination) minus the Measurement Period VWAP and (B) the denominator of which is the Measurement Period VWAP and (ii) the number of Post-Combination VGAC Shares outstanding as of immediately following the closing of the Business Combination (the “Additional Shares”). Immediately following the closing of the Business Combination, the Company shall issue to the Backstop Investor a number of warrants to purchase VGAC Class A Common Shares (each warrant exercisable to purchase one VGAC Class A Common Share for $0.01) (the “Penny Warrants”). Such warrants will be exercisable by the Backstop Investor at any time for a period of five years from the date of issuance and otherwise be on terms customary for warrants of such nature. In the event that the Amended and Restated Merger Agreement is terminated, then (a) upon such termination, Grove shall issue to the Backstop Investor certain warrants that are exercisable for shares of Grove’s common stock, (b) the Tranche 1 Shares will automatically convert, in certain circumstances, into Grove’s preferred stock and (c) Grove will be subject to certain repurchase obligations with respect to the Tranche 1 Shares, in each case, as set forth in the Backstop Subscription Agreement. In connection with the foregoing, Grove has agreed to waive the available cash condition, effective upon (a) the payment of the purchase price for the Tranche 1 Shares by the Backstop Investor and (b) if the conditions to the Backstop Investor’s obligation to purchase the Tranche 2 Shares under the Backstop Subscription Agreement are satisfied, the payment of the purchase price of the Tranche 2 Shares. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Liquidity and Capital Resources As of March 31, 2022, the Company had $79,823 in its operating bank account and a working capital deficit of $3,151,365. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating the business. However, if the estimate of the costs of identifying a target business, undertaking in-depth In order to finance transaction costs in connection with a Business Combination, or because the Company becomes obligated to redeem a significant number of the public shares upon consummation of the Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined below). As of March 31, 2022, the Company had $1,000,000 of outstanding borrowings under the Working Capital Loans. In addition, the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of the Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet our obligations. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 25, 2023, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company until one year from the issuance of these financial statements. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 25, 2023. The Company intends to complete a Business Combination before the mandatory liquidation date. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Form 10-K Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. Investments Held in Trust Account When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statements of operations. At March 31, 2022 and December 31, 2021, the assets held in the Trust Account were held in a mutual fund. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. As of March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, all of the Company’s 40,250,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. is re-assessed Derivative assets and liabilities are classified on the balance sheet as current or non-current not net-cash Net Loss Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 14,750,000 potential ordinary shares and 13,000,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended March 31, 2022 and March 31, 2021, respectively because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period. 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 ordinary share: For the three months ended For the period from through March 31, 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of loss $ (18,841,758 ) $ (4,710,439 ) $ (193,448 ) $ (538,891 ) Denominator: Weighted-average shares outstanding including shares subject to redemption 40,250,000 10,062,500 3,141,026 8,750,000 Basic and diluted loss per ordinary share $ (0.47 ) $ (0.47 ) $ (0.06 ) $ (0.06 ) Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the IPO on March 25, 2021, the Company sold 35,000,000 Units, at a price of $10.00 per Unit. On April 13, 2021, the underwriter exercised their full over-allotment option which resulted in the sale of an additional 5,250,000 Units, for a total aggregate of 40,250,000 Units sold in connection with the IPO. Each Unit consists of one share of Class A Ordinary Shares, par value $0.0001 per share, and one-fifth All of the 40,250,000 Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Class A ordinary shares are accounted for in accordance to codified in ASC 480-10-S99. paid-in As of March 31, 2022 and December 31, 2021, the ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 402,500,000 Less: Proceeds allocated to Public Warrants (10,101,143 ) Ordinary share issuance costs (22,162,529 ) Plus: Accretion of carrying value to redemption value 32,263,672 Contingently redeemable ordinary shares $ 402,500,000 |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Concurrently with the closing of the IPO, the Company completed the Private Placement of 6,000,000 Private Placement Warrants to Virgin Group Acquisition Sponsor II LLC at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $9,000,000. On April 13, 2021 the underwriter exercised their full over-allotment option which resulted in the purchase of an additional 700,000 private placement warrants for proceeds of $1,050,000. Therefore, the aggregate Private Placement Warrants purchased by Virgin Group Acquisition Sponsor II LLC were 6,700,000 for gross proceeds to the Company of $10,050,000. Each warrant is exercisable to purchase one share of the Company’s Class A Ordinary Shares at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO and held in the trust account, such that $402,500,000 is held in the trust account. If the Company does not complete its initial Business Combination within 24 months from the closing of the IPO, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On January 22, 2021, the Company issued 7,187,500 Class B Ordinary Shares to the Sponsor in consideration for the Sponsor paying certain offering and formation costs on behalf of the Company with a value of $25,000. On February 12, 2021, the Company effected a 33-for-25 effected a 35-for-33 The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of a Business Combination or (ii) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. On September 28, 2021, the Company issued an unsecured promissory note in the amount of up to $1,000,000 to the Sponsor. The proceeds of this promissory note, which may be drawn down as Working Capital Loans from time to time until the Company consummates a Business Combination, will be used for general working capital purposes. This promissory note bears no interest and is payable in full upon the earlier to occur of (i) March 22, 2023 or (ii) the consummation of the Company’s initial business combination. As of March 31, 2022 and December 31, 2021, the outstanding balance for promissory note was $1,000,000. On April 8, 2022, the Company amended the promissory note to increase the aggregate principal amount to $1,500,000. On April 14, 2022, the Company received an additional $500,000 in relation to the amended promissory note. Administrative Service Fee Commencing on March 25, 2021, the Company has agreed to pay the Sponsor up to $10,000 per month for office space, secretarial and administrative services. Upon completion of the initial Business Combination or its liquidation, it will cease paying these monthly fees. For the three months ended March 31, 2022 and for the period from January 13, 2021 (inception) through March 31, 2021, the Company incurred s d condensed are |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 6 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments in the Mutual Fund. March 31, 2022 Quoted Prices In (Level 1) Significant (Level 2) Significant (Level 3) Assets: Mutual Fund held in Trust Account $ 402,566,409 $ 402,566,409 $ — $ — Liabilities: Derivative warrant liability – Public Warrants $ 3,048,919 $ 3,048,919 $ — $ — Derivative warrant liability – Private Warrants 2,636,811 — — 2,636,811 Backstop derivative liability 30,234,314 — — 30,234,314 Derivative liabilities $ 35,920,044 $ 3,048,919 $ — $ 32,871,125 December 31, 2021 Quoted Prices In (Level 1) Significant (Level 2) Significant (Level 3) Assets: Mutual Fund held in Trust Account $ 402,530,526 $ 402,530,526 $ — $ — Liabilities: Derivative warrant liability – Public Warrants $ 6,731,959 $ 6,731,959 $ — $ — Derivative warrant liability – Private Warrants 6,608,051 — — 6,608,051 Derivative warrant liabilities $ 13,340,010 $ 6,731,959 $ — $ 6,608,051 The change in fair value of the derivative warrant liabilities is summarized as follows: Private Public Warrants Warrant Liabilities Derivative warrant liability – initial measurement on March 25, 2021 $ 9,020,019 $ 8,776,387 $ 17,796,406 Change in fair value of derivative warrant liabilities 133,454 55,320 188,774 Derivative warrant liabilities at March 31, 2021 $ 9,153,473 $ 8,831,707 $ 17,985,180 Private Public Warrants Warrant Liabilities Derivative warrant liabilities at December 31, 2021 $ 6,608,051 $ — $ 6,608,051 Change in fair value of derivative warrant liabilities (3,971,240 ) — (3,971,240 ) Derivative warrant liabilities at March 31, 2022 $ 2,636,811 $ — $ 2,636,811 The estimated fair value of the warrant liability for the private warrants at March 31, 2022 and December 31, 2021 was determined using Level 3 inputs. Inherent in a Monte Carlo options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on projected volatility of comparable public companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in May 2021 when the Public Warrants were listed separately. The following table provides quantitative information regarding Level 3 fair value measurements of derivative warrant liabilities as of March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Strike price $ 11.50 $ 11.50 Share price $ 5.95 $ 9.59 Volatility 25 % 40 % Risk-free rate 2.40 % 1.28 % Expected term (years) 5 5 The Company accounts for the Backstop Subscription Agreement in accordance with the guidance in ASC 815-40 and accounts for the Tranche 2 Shares as a derivative asset and Penny Warrants and Additional Shares as derivative liabilities at its fair value determined by a Monte Carlo simulation of redemptions and share price using the same calibrated price from the warrant valuation analysis. These assets and liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the derivate asset or liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. On March 31, 2022, the Company recorded net backstop derivative liability in the unaudited condensed balance sheets amounting to $30,234,314. The following table provides quantitative information regarding Level 3 fair value measurement of backstop derivative liability as of March 31, 2022: Share price $ 5.95 Volatility 25 % Risk-free rate 2.40 % Minimum Redemption Percentage 92 % Maximum Redemption Percentage 100 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on March 22, 2021, the effective date of the IPO, requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day accrued as of March 31, 2022 and December 31, 2021. |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Warrant Liability [Abstract] | |
Derivative Liabilities | Note 8 — Derivative Liabilities Warrants As of March 31, 2022 and December 31, 2021, there were 8,050,000 Public Warrants and 6,700,000 Private Placement Warrants outstanding. The total Warrants will become exercisable on the later of (a) 30 days from the completion of a Business Combination or (b) 12 months from the closing of the IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption (the “30-day • if, and only if, the reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the ordinary shares in the Business Combination is payable in the form of common equity in the successor entity, and if the holders of the warrants properly exercises the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the ordinary shares consists exclusively of cash, the amount of such cash per ordinary shares, and (ii) in all other cases, the volume weighted average price of the ordinary shares as reported during the ten-trading The Company believes that the Alternative Issuance provision and the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the IPO. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement each such re-measurement, Backstop Derivative Liability On March 31, 2022, the Company entered into a Backstop Subscription Agreement with the Backstop Investor and Grove. Pursuant to the Backstop Subscription Agreement, (i) the Backstop Investor agreed to subscribe for and purchase, and Grove agreed to issue and sell to the Investor, on the date of the Backstop Subscription Agreement, a number of shares of Grove’s common stock equal to the quotient of $27,500,000 and $11.70, for an aggregate purchase price of $27,500,000 and (ii) the Backstop Investor has agreed to subscribe for and purchase, on the closing date of the Business Combination, certain VGAC Class A Common Shares at a purchase price of $10.00 per share, for aggregate gross proceeds in an amount equal to (x) $22,500,000 minus (y) the amount of cash available, as of immediately prior to the closing of the Business Combination, to be released from the Trust Account (after giving effect to all payments to be made as a result of the exercise of all Redemption Rights) (the “Tranche 2 Shares”). The purchase price per share for the Tranche 1 Shares was based on an estimate of the Exchange Ratio, and each of the Backstop Investor and Grove have agreed to adjust the number of Tranche 1 Shares held by the Backstop Investor immediately prior to the closing of the Business Combination to reflect the final Exchange Ratio. In addition, immediately prior to the closing of the Business Combination, to the extent the Available Cash exceeds $22,500,000, the Backstop Investor shall have the right to redeem all or a portion of the Tranche 1 Shares in cash for a purchase price per share equal to (x) the final Exchange Ratio calculated pursuant to the terms of the Amended and Restated Merger Agreement multiplied by (y) $10.00. In addition, if the volume weighted average price of VGAC Class A Common Shares is less than $10.00 during the 10 trading days commencing on the first trading day after the Company’s first quarterly earnings call for a fiscal quarter that ends following the closing of the Business Combination, then the Backstop Investor shall be entitled to receive a number of additional VGAC Class A Common Shares (the “Additional Shares”). Immediately following the closing of the Business Combination, the Company shall issue to the Backstop Investor a number of warrants to purchase VGAC Class A Common Shares (each warrant exercisable to purchase one VGAC Class A Common Share for $0.01) (the “Penny Warrants”). Such warrants will be exercisable by the Backstop Investor at any time for a period of five years from the date of issuance and otherwise be on terms customary for warrants of such nature. The Company accounts for the Backstop Subscription Agreement in accordance with the guidance in ASC 815-40 |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Deficit | Note 9 — Shareholders’ Deficit Preference Shares Class A Ordinary Shares Class B Ordinary Shares The Class B ordinary shares will automatically convert into Class A ordinary shares on with or immediately following the consummation of the initial Business Combination on a one-for-one share sub-divisions, an as-converted shares than one-for-one basis. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements was issued. Based upon this review, except for the items discussed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. Promissory Note On April 8, 2022, the Company amended its existing unsecured promissory note to the Sponsor, dated as of September 28, 2021 (the “Original Note”), to increase the aggregate principal amount from $1,000,000 to $1,500,000 (the “Amended Note”). The proceeds of the Amended Note, which may be drawn down from time to time until the Company consummates its initial business combination, will be used for general working capital purposes. On April 14, 202 2 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Form 10-K |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statements of operations. At March 31, 2022 and December 31, 2021, the assets held in the Trust Account were held in a mutual fund. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. As of March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, all of the Company’s 40,250,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Instruments | Derivative Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. is re-assessed Derivative assets and liabilities are classified on the balance sheet as current or non-current not net-cash |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 14,750,000 potential ordinary shares and 13,000,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended March 31, 2022 and March 31, 2021, respectively because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period. 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 ordinary share: For the three months ended For the period from through March 31, 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of loss $ (18,841,758 ) $ (4,710,439 ) $ (193,448 ) $ (538,891 ) Denominator: Weighted-average shares outstanding including shares subject to redemption 40,250,000 10,062,500 3,141,026 8,750,000 Basic and diluted loss per ordinary share $ (0.47 ) $ (0.47 ) $ (0.06 ) $ (0.06 ) |
Income Taxes | Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Reconciliation Of Net Income (Loss) Per Ordinary Share | 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 ordinary share: For the three months ended For the period from through March 31, 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of loss $ (18,841,758 ) $ (4,710,439 ) $ (193,448 ) $ (538,891 ) Denominator: Weighted-average shares outstanding including shares subject to redemption 40,250,000 10,062,500 3,141,026 8,750,000 Basic and diluted loss per ordinary share $ (0.47 ) $ (0.47 ) $ (0.06 ) $ (0.06 ) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Reconciliation of Class A Ordinary shares reflected in the Condensed Balance Sheets | As of March 31, 2022 and December 31, 2021, the ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 402,500,000 Less: Proceeds allocated to Public Warrants (10,101,143 ) Ordinary share issuance costs (22,162,529 ) Plus: Accretion of carrying value to redemption value 32,263,672 Contingently redeemable ordinary shares $ 402,500,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule Of Assets And Liabilities That Were Measured At Fair Value On A Recurring Basis | The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments in the Mutual Fund. March 31, 2022 Quoted Prices In (Level 1) Significant (Level 2) Significant (Level 3) Assets: Mutual Fund held in Trust Account $ 402,566,409 $ 402,566,409 $ — $ — Liabilities: Derivative warrant liability – Public Warrants $ 3,048,919 $ 3,048,919 $ — $ — Derivative warrant liability – Private Warrants 2,636,811 — — 2,636,811 Backstop derivative liability 30,234,314 — — 30,234,314 Derivative liabilities $ 35,920,044 $ 3,048,919 $ — $ 32,871,125 December 31, 2021 Quoted Prices In (Level 1) Significant (Level 2) Significant (Level 3) Assets: Mutual Fund held in Trust Account $ 402,530,526 $ 402,530,526 $ — $ — Liabilities: Derivative warrant liability – Public Warrants $ 6,731,959 $ 6,731,959 $ — $ — Derivative warrant liability – Private Warrants 6,608,051 — — 6,608,051 Derivative warrant liabilities $ 13,340,010 $ 6,731,959 $ — $ 6,608,051 |
Schedule Of Quantitative Information Regarding Level 3 Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements of derivative warrant liabilities as of March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Strike price $ 11.50 $ 11.50 Share price $ 5.95 $ 9.59 Volatility 25 % 40 % Risk-free rate 2.40 % 1.28 % Expected term (years) 5 5 |
Backstop Derivative Liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule Of Quantitative Information Regarding Level 3 Fair Value Measurements | The Company accounts for the Backstop Subscription Agreement in accordance with the guidance in ASC 815-40 and accounts for the Tranche 2 Shares as a derivative asset and Penny Warrants and Additional Shares as derivative liabilities at its fair value determined by a Monte Carlo simulation of redemptions and share price using the same calibrated price from the warrant valuation analysis. These assets and liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the derivate asset or liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. On March 31, 2022, the Company recorded net backstop derivative liability in the unaudited condensed balance sheets amounting to $30,234,314. The following table provides quantitative information regarding Level 3 fair value measurement of backstop derivative liability as of March 31, 2022: Share price $ 5.95 Volatility 25 % Risk-free rate 2.40 % Minimum Redemption Percentage 92 % Maximum Redemption Percentage 100 % |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Detail) - USD ($) | Dec. 07, 2021 | Apr. 13, 2021 | Mar. 25, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jan. 13, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Company incorporation date of incorporation | Jan. 13, 2021 | ||||||
Proceeds from initial public offering | $ 350,000,000 | ||||||
Total transaction costs incurred in connection with initial public offering | $ 19,845,525 | ||||||
Underwriting discount | 7,000,000 | ||||||
Deferred underwriting discount non current | 14,087,500 | $ 14,087,500 | |||||
Deferred underwriting discount non current | 12,250,000 | ||||||
Other offering costs | 595,525 | ||||||
Proceeds from gross proceeds | 9,000,000 | ||||||
Cash | $ 79,823 | 507,233 | |||||
Term of restricted investments | 180 days | ||||||
Per share value of restricted asset | $ 10 | ||||||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | ||||||
Period within which business combination shall be consummated from the consummation of initial public offer | 24 months | ||||||
Temporary equity redemption price per share | $ 10 | ||||||
Minimum net worth to consummate business combination | $ 5,000,001 | ||||||
Percentage of public shares that can be transferred without any restriction | 15.00% | ||||||
Number of days within which public shares shall be redeemed | 10 days | ||||||
Expenses payable on dissolution | $ 100,000 | ||||||
Net working capital | 3,151,365 | ||||||
Proceeds from the issuance of common stock | $ 0 | $ 25,000 | |||||
Backstop Investor Agreement [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Number of trading days after the closing of business combination | 10 days | ||||||
Restated Merger Agreement [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Share Price | $ 10 | ||||||
Tranche One Shares [Member] | Backstop Investor Agreement [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Cash | $ 22,500,000 | ||||||
Common stock value | $ 27,500,000 | ||||||
Share Price | $ 11.70 | ||||||
Tranche Two Shares [Member] | Backstop Investor Agreement [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Proceeds from the issuance of common stock | $ 22,500,000 | ||||||
Treehouse Merger Sub, Inc [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Percentage of vesting of award under share-based payment arrangement. | 10.00% | ||||||
Private Placement Warrants | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Proceeds from gross proceeds | $ 1,050,000 | ||||||
Class of warrants or rights warrants issued during the period units | 700,000 | 6,000,000 | |||||
Class of warrants or rights warrants issued issue price per warrant | $ 1.50 | ||||||
Minimum | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80.00% | ||||||
Equity method investment ownership percentage | 50.00% | ||||||
IPO | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock issued during the period shares | 40,250,000 | ||||||
Total transaction costs incurred in connection with initial public offering | $ 22,733,025 | ||||||
Over-Allotment Option | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Proceeds from initial public offering | $ 52,500,000 | ||||||
Deferred underwriting discount non current | 1,837,500 | ||||||
Underwriting discount | 1,050,000 | ||||||
Units issued during period shares new issues | 5,250,000 | ||||||
Stock issuance costs | 2,887,500 | ||||||
Class A Ordinary Shares | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Proceeds from initial public offering | $ 402,500,000 | $ 402,500,000 | |||||
Temporary equity redemption price per share | $ 10 | $ 10 | |||||
Class A Ordinary Shares | IPO | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock issued during the period shares | 35,000,000 | 40,250,000 | |||||
Sale of stock issue price per share | $ 10 | ||||||
VGAC Class A Common Share [Member] | Backstop Investor Agreement [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Weighted average share price | $ 10 | ||||||
VGAC Class A Common Share [Member] | Tranche Two Shares [Member] | Backstop Investor Agreement [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Share Price | 10 | ||||||
VGAC Class A Common Share [Member] | Minimum | Backstop Investor Agreement [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Share Price | 0.01 | ||||||
VGAC Class B Common Share [Member] | Tranche One Shares [Member] | Backstop Investor Agreement [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Share Price | $ 10 |
Significant Accounting Polici_4
Significant Accounting Policies - Reconciliation Of Net Income (Loss) Per Ordinary Share (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Common Class B | ||
Numerator: | ||
Allocation of loss | $ (4,710,439) | $ (538,891) |
Denominator: | ||
Weighted-average shares outstanding including shares subject to redemption | 10,062,500 | 8,750,000 |
Basic and diluted loss per ordinary share | $ (0.47) | $ (0.06) |
Common Class A [Member] | ||
Numerator: | ||
Allocation of loss | $ (18,841,758) | $ (193,448) |
Denominator: | ||
Weighted-average shares outstanding including shares subject to redemption | 40,250,000 | 3,141,026 |
Basic and diluted loss per ordinary share | $ (0.47) | $ (0.06) |
Significant Accounting Polici_5
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | |||
Cash | $ 0 | $ 0 | |
Total transaction costs incurred in connection with initial public offering | 19,845,525 | ||
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits income tax penalties and interest accrued | $ 0 | $ 0 | |
Potential Ordinary Shares [Member] | |||
Accounting Policies [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,750,000 | 13,000,000 | |
IPO | |||
Accounting Policies [Line Items] | |||
Total transaction costs incurred in connection with initial public offering | $ 22,733,025 | ||
Public Warrants [Member] | IPO | |||
Accounting Policies [Line Items] | |||
Total transaction costs incurred in connection with initial public offering | 22,162,529 | ||
Private Warrants [Member] | IPO | |||
Accounting Policies [Line Items] | |||
Total transaction costs incurred in connection with initial public offering | 570,496 | ||
Minimum | |||
Accounting Policies [Line Items] | |||
Cash insured with federal depository insurance corporation | $ 250,000 | ||
Class A Common Stock Subject To Possible Redemption | |||
Accounting Policies [Line Items] | |||
Temporary equity shares outstanding | 40,250,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Apr. 13, 2021 | Mar. 25, 2021 | Mar. 31, 2022 |
IPO | |||
Class of Stock [Line Items] | |||
Stock issued during the period shares | 40,250,000 | ||
Over-Allotment Option | |||
Class of Stock [Line Items] | |||
Units issued during period shares new issues | 5,250,000 | ||
Class A Ordinary Shares | |||
Class of Stock [Line Items] | |||
Common stock par or stated value per share | $ 0.0001 | ||
Class A Ordinary Shares | IPO | |||
Class of Stock [Line Items] | |||
Stock issued during the period shares | 35,000,000 | 40,250,000 | |
Common stock par or stated value per share | $ 0.0001 | ||
Class of warrants or rights number of shares called by each warrant or right | 1 | ||
Class of warrants or rights exercise price per share | $ 11.50 | ||
Sale of stock issue price per share | $ 10 |
Initial Public Offering - Sched
Initial Public Offering - Schedule of Reconciliation of Class A Ordinary Shares Reflected in the Condensed Balance Sheets (Detail) - USD ($) | Apr. 13, 2021 | Mar. 25, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Temporary Equity [Line Items] | |||||
Gross Proceeds | $ 350,000,000 | ||||
Less: Proceeds allocated to Public Warrants | $ (9,000,000) | $ (10,050,000) | |||
Plus: Accretion of carrying value to redemption value | $ 28,124,278 | ||||
Class A ordinary shares subject to possible redemption | 402,500,000 | $ 402,500,000 | |||
Common Class A [Member] | |||||
Temporary Equity [Line Items] | |||||
Gross Proceeds | 402,500,000 | 402,500,000 | |||
Less: Proceeds allocated to Public Warrants | (10,101,143) | (10,101,143) | |||
Less: Issuance costs related to Class A ordinary shares | (22,162,529) | (22,162,529) | |||
Plus: Accretion of carrying value to redemption value | 32,263,672 | 32,263,672 | |||
Class A ordinary shares subject to possible redemption | $ 402,500,000 | $ 402,500,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Apr. 13, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jan. 13, 2021 |
Private Placement [Line Items] | ||||
Payment to acquire restricted investments | $ 402,500,000 | $ 350,000,000 | ||
Proceeds from issuance of warrants | $ 9,000,000 | $ 10,050,000 | ||
Private Placement Warrants | ||||
Private Placement [Line Items] | ||||
Class of warrants or rights warrants issued during the period units | 700,000 | 6,000,000 | ||
Class of warrants or rights warrants issued issue price per warrant | $ 1.50 | |||
Class of warrants or rights exercise price per share | $ 11.50 | |||
Private Placement Warrants | Sponsor | ||||
Private Placement [Line Items] | ||||
Class of warrants or rights warrants issued during the period units | 6,700,000 | |||
Proceeds from issuance of warrants | $ 1,050,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Mar. 22, 2021shares | Feb. 12, 2021shares | Jan. 22, 2021USD ($)shares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Apr. 14, 2022USD ($) | Apr. 08, 2022USD ($) | Dec. 31, 2021USD ($)shares | Sep. 28, 2021USD ($) | Apr. 13, 2021shares |
Related Party Transaction [Line Items] | ||||||||||
Stock shares issued during the period for services value | $ 25,000 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common Stock, Shares, Subject to Forfeiture | shares | 1,312,500 | |||||||||
Promissory Note | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument face value | $ 500,000 | $ 1,500,000 | ||||||||
Administration And Support Services | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related parties | $ 30,000 | $ 1,667 | ||||||||
Related Party | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt Instrument, Maturity Date | Mar. 22, 2023 | |||||||||
Sponsor | Promissory Note | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Bank overdrafts | $ 1,000,000 | $ 1,000,000 | ||||||||
Sponsor | Administration And Support Services | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction fees payable per month | 10,000 | |||||||||
Sponsor | Administration And Support Services | General and Administrative Expense | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction administration expenses incurred | 30,000 | $ 1,667 | ||||||||
Sponsor | Working Capital Loans | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Working capital loans convertible into equity warrants | $ 1,500,000 | |||||||||
Debt instrument conversion price per share | $ / shares | $ 1.50 | |||||||||
Sponsor | Unsecured Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument face value | $ 1,000,000 | |||||||||
Common Class B | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock shares outstanding | shares | 10,062,500 | 10,062,500 | ||||||||
Common Class B | Founder | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock shares issued during the period for services shares | shares | 7,187,500 | |||||||||
Stock shares issued during the period for services value | $ 25,000 | |||||||||
Stock split ratio | 35 | 33 | ||||||||
Common stock shares outstanding | shares | 10,062,500 | 9,487,500 | ||||||||
Percentage of common stock issued and outstanding | 20.00% | |||||||||
Common Class B | Sponsor | Restriction On Transfer Of Sponsor Shares | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Lock in period of shares | 1 year | |||||||||
Share Price | $ / shares | $ 12 | |||||||||
Waiting period after which the share trading days are considered | 150 days | |||||||||
Number of trading days for determining share price | 20 days | |||||||||
Number of consecutive trading days for determining the share price | 30 days |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule Of Assets And Liabilities That Were Measured At Fair Value On A Recurring Basis (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 25, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Mutual Fund held in Trust Account | $ 402,566,409 | $ 402,530,526 | |
Backstop derivative liability | 30,234,314 | ||
Public Warrants | Fair Value, Recurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 6,731,959 | ||
Private Placement Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | $ 20,189,067 | ||
Private Placement Warrants | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | $ 17,796,406 | ||
Mutual Fund | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Mutual Fund held in Trust Account | 402,566,409 | 402,530,526 | |
Mutual Fund | Fair Value, Recurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Mutual Fund held in Trust Account | 402,566,409 | 402,530,526 | |
Warrant | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 35,920,044 | 13,340,010 | |
Backstop derivative liability | 30,234,314 | ||
Warrant | Fair Value, Recurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 3,048,919 | 6,731,959 | |
Warrant | Fair Value, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 32,871,125 | 6,608,051 | |
Backstop derivative liability | 30,234,314 | ||
Warrant | Public Warrants | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 3,048,919 | 6,731,959 | |
Warrant | Public Warrants | Fair Value, Recurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 3,048,919 | ||
Warrant | Private Placement Warrants | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 2,636,811 | 6,608,051 | |
Warrant | Private Placement Warrants | Fair Value, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | $ 2,636,811 | $ 6,608,051 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule Of Quantitative Information Regarding Level 3 Fair Value Measurements (Detail) - Levels 3 [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Strike price | $ 11.50 | $ 11.50 |
Share Price | $ 5.95 | $ 9.59 |
Volatility | 25.00% | 40.00% |
Risk-free rate | 2.40% | 1.28% |
Expected term (years) | 5 years | 5 years |
Backstop Derivative Liability [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Share Price | $ 5.95 | |
Volatility | 25.00% | |
Risk-free rate | 2.40% | |
Minimum Redemption Percentage | 92.00% | |
Maximum Redemption Percentage | 100.00% |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule Of Change In Fair Value Of The Warrant Liabilities (Detail) - USD ($) | Mar. 31, 2021 | Mar. 31, 2022 |
Private Placement Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value - Beginning Balance | $ 9,020,019 | $ 6,608,051 |
Change in fair value | 133,454 | (3,971,240) |
Fair value - Ending Balance | 9,153,473 | 2,636,811 |
Public Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value - Beginning Balance | 8,776,387 | |
Change in fair value | 55,320 | |
Fair value - Ending Balance | 8,831,707 | |
Warrant Liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value - Beginning Balance | 17,796,406 | 6,608,051 |
Change in fair value | 188,774 | (3,971,240) |
Fair value - Ending Balance | $ 17,985,180 | $ 2,636,811 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Mar. 31, 2022USD ($) |
Fair Value Disclosures [Abstract] | |
Backstop derivative liability | $ 30,234,314 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Apr. 13, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Other Commitments [Line Items] | |||
Deferred underwriting commission | $ 14,087,500 | $ 14,087,500 | |
Over-Allotment Option | |||
Other Commitments [Line Items] | |||
Deferred underwriting commission | $ 1,837,500 | ||
Underwriting Agreement | Over-Allotment Option | |||
Other Commitments [Line Items] | |||
Common stock shares subscribed but not issued | 5,250,000 | ||
Underwriting discount per share | $ 0.20 | ||
Payment of underwriting discount | $ 8,050,000 | ||
Deferred underwriting discount per share | $ 0.35 | ||
Deferred underwriting commission | $ 14,087,500 | $ 14,087,500 | |
Stock shares issued during the period shares | 5,250,000 |
Derivative Liabilities - Additi
Derivative Liabilities - Additional Information (Detail) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Mar. 25, 2021 |
Warrant Liability [Line Items] | ||||||
Number of days after consummation of business combination within which the securities shall be registered | 15 days | |||||
Number of days after which business combination within which securities registration shall be effective | 60 days | |||||
Percentage of consideration payable to shareholders of predecessor company in shares | 70.00% | 70.00% | ||||
Proceeds from issuance of common stock | $ 0 | $ 25,000 | ||||
Cash | $ 79,823 | 79,823 | $ 507,233 | |||
Backstop derivative liability | $ 30,234,314 | $ 30,234,314 | ||||
Backstop Investor Agreement [Member] | ||||||
Warrant Liability [Line Items] | ||||||
Number of trading days after the closing of business combination | 10 days | |||||
Backstop Investor Agreement [Member] | Tranche One Shares [Member] | ||||||
Warrant Liability [Line Items] | ||||||
Share price | $ 11.70 | $ 11.70 | ||||
Common stock value | $ 27,500,000 | $ 27,500,000 | ||||
Cash | $ 22,500,000 | 22,500,000 | ||||
Backstop Investor Agreement [Member] | Tranche Two Shares [Member] | ||||||
Warrant Liability [Line Items] | ||||||
Proceeds from issuance of common stock | $ 22,500,000 | |||||
Restated Merger Agreement [Member] | ||||||
Warrant Liability [Line Items] | ||||||
Share price | $ 10 | $ 10 | ||||
Levels 3 [Member] | ||||||
Warrant Liability [Line Items] | ||||||
Share price | 5.95 | 5.95 | $ 9.59 | |||
VGAC Class A Common Share [Member] | Backstop Investor Agreement [Member] | ||||||
Warrant Liability [Line Items] | ||||||
Weighted average share price | 10 | 10 | ||||
VGAC Class A Common Share [Member] | Backstop Investor Agreement [Member] | Tranche Two Shares [Member] | ||||||
Warrant Liability [Line Items] | ||||||
Share price | 10 | 10 | ||||
VGAC Class A Common Share [Member] | Minimum | Backstop Investor Agreement [Member] | ||||||
Warrant Liability [Line Items] | ||||||
Share price | $ 0.01 | $ 0.01 | ||||
Private Placement Warrants | ||||||
Warrant Liability [Line Items] | ||||||
Class of warrants or rights outstanding | 6,700,000 | 6,700,000 | 6,700,000 | |||
Warrants and rights outstanding term | 5 years | 5 years | ||||
Class of warrants or rights lock in period | 30 days | |||||
Financial liabilities at fair value | $ 20,189,067 | |||||
Private Placement Warrants | Over-Allotment Option | ||||||
Warrant Liability [Line Items] | ||||||
Financial liabilities at fair value | 2,392,661 | |||||
Private Placement Warrants | Levels 3 [Member] | ||||||
Warrant Liability [Line Items] | ||||||
Financial liabilities at fair value | $ 17,796,406 | |||||
Public Warrants | ||||||
Warrant Liability [Line Items] | ||||||
Class of warrants or rights outstanding | 8,050,000 | 8,050,000 | 8,050,000 | |||
Warrants and rights outstanding term | 5 years | 5 years | ||||
Class of warrants or rights redemption price per unit | $ 0.01 | $ 0.01 | ||||
Minimum notice period to be given to the holders of warrants | 30 days | |||||
Public Warrants | Class A ordinary shares | ||||||
Warrant Liability [Line Items] | ||||||
Share price | $ 18 | $ 18 | ||||
Number of trading days for determining the share price | 20 days | |||||
Number of consecutive trading days for determining the share price | 30 days | |||||
Proceeds from equity used for funding business combination as a percentage of the total | 60.00% | |||||
Number of consecutive trading days for determining volume weighted average price of shares | 20 days | |||||
Public Warrants | Class A ordinary shares | Adjusted Exercise Price Two | ||||||
Warrant Liability [Line Items] | ||||||
Adjusted exercise price of warrants as a percentage of newly issued price | 115.00% | 115.00% | ||||
Public Warrants | Class A ordinary shares | Adjusted Exercise Price One | ||||||
Warrant Liability [Line Items] | ||||||
Adjusted exercise price of warrants as a percentage of newly issued price | 180.00% | 180.00% | ||||
Public Warrants | Class A ordinary shares | Minimum | ||||||
Warrant Liability [Line Items] | ||||||
Volume weighted average price of shares | $ 9.20 | |||||
From The Completion Of Business Combination | Private Placement Warrants | ||||||
Warrant Liability [Line Items] | ||||||
Period after which the warrants are exercisable | 30 days | |||||
From The Completion Of Business Combination | Public Warrants | ||||||
Warrant Liability [Line Items] | ||||||
Period after which the warrants are exercisable | 30 days | |||||
From The Completion Of Initial Public Offer | Private Placement Warrants | ||||||
Warrant Liability [Line Items] | ||||||
Period after which the warrants are exercisable | 12 months | |||||
From The Completion Of Initial Public Offer | Public Warrants | ||||||
Warrant Liability [Line Items] | ||||||
Period after which the warrants are exercisable | 12 months |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 25, 2021 | Mar. 22, 2021 | Feb. 12, 2021 |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Class A Ordinary Shares | |||||
Class of Stock [Line Items] | |||||
Common stock, par value | $ 0.0001 | ||||
Class A Ordinary Shares | Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 0 | 0 | |||
Common stock, shares outstanding | 0 | 0 | |||
Temporary equity shares outstanding | 40,250,000 | 40,250,000 | |||
Class A Ordinary Shares | Founder | |||||
Class of Stock [Line Items] | |||||
Percentage of common stock issued and outstanding | 20.00% | ||||
Class B Ordinary Shares | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 10,062,500 | 10,062,500 | |||
Common stock, shares outstanding | 10,062,500 | 10,062,500 | |||
Percentage holding of common stock eligible for voting of directors | 50.00% | ||||
Percentage votes in terms of stock holding to approve voting rights of shares of another class | 90.00% | ||||
Class B Ordinary Shares | Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 10,062,500 | 10,062,500 | |||
Common stock, shares outstanding | 10,062,500 | 10,062,500 | |||
Class B Ordinary Shares | Founder | |||||
Class of Stock [Line Items] | |||||
Common stock, shares outstanding | 10,062,500 | 9,487,500 | |||
Percentage of common stock issued and outstanding | 20.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Apr. 14, 2022 | Apr. 08, 2022 | Sep. 28, 2021 |
Promissory Note [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument face value | $ 500,000 | $ 1,500,000 | |
Sponsor [Member] | Unsecured Promissory Note [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument face value | $ 1,000,000 | ||
Subsequent Event | Promissory Note [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument face value | $ 500,000 | ||
Subsequent Event | Sponsor [Member] | Unsecured Promissory Note [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument face value | 1,000,000 | ||
Subsequent Event | Sponsor [Member] | Unsecured Promissory Note [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument face value | $ 1,500,000 |