Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 15, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Entity Registrant Name | HUDSON EXECUTIVE INVESTMENT CORP. II | |
Entity Central Index Key | 0001823033 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Tax Identification Number | 85-2658967 | |
Entity File Number | 001-39931 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | Address | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10281 | |
City Area Code | 212 | |
Local Phone Number | 521-8495 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Trading Symbol | HCII | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 25,000,000 | |
Capital Units | ||
Document Information [Line Items] | ||
Trading Symbol | HCIIU | |
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant | |
Security Exchange Name | NASDAQ | |
Warrant | ||
Document Information [Line Items] | ||
Trading Symbol | HCIIW | |
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,250,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 317,128 | $ 829,503 |
Prepaid expenses | 155,893 | 41,079 |
Total Current Assets | 473,021 | 870,582 |
Forward purchase agreement derivative asset | 132,750 | 51,625 |
Marketable securities held in Trust Account | 250,170,050 | 250,035,428 |
TOTAL ASSETS | 250,775,821 | 250,957,635 |
Current liabilities | ||
Accrued expenses | 886,819 | 739,042 |
Accrued offering costs | 25,000 | 114,958 |
Income taxes payable | 24,245 | 0 |
Due to related party | 37,565 | 4,700 |
Total Current Liabilities | 973,629 | 858,700 |
Warrant liabilities | 1,310,000 | 7,315,259 |
Deferred underwriting fee payable | 8,750,000 | 8,750,000 |
Total Liabilities | 11,033,629 | 16,923,959 |
Commitments and contingencies | ||
Class A common stock subject to possible redemption, $0.0001 par value, 25,000,000 shares at $10.00 per share redemption value as of June 30, 2022 and December 31, 2021 | 250,095,421 | 250,000,000 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (10,353,854) | (15,966,949) |
Total Stockholders' Deficit | (10,353,229) | (15,966,324) |
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT | 250,775,821 | 250,957,635 |
Class A Common Stock | ||
Current liabilities | ||
Class A common stock subject to possible redemption, $0.0001 par value, 25,000,000 shares at $10.00 per share redemption value as of June 30, 2022 and December 31, 2021 | 250,095,421 | 250,000,000 |
Stockholders' Deficit | ||
Common stock | 0 | 0 |
Class B Common Stock | ||
Stockholders' Deficit | ||
Common stock | $ 625 | $ 625 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Class A common stock, subject to possible redemption, shares | 25,000,000 | 25,000,000 |
Class A Common stock, Subject to possible redemption, per share | $ 10.01 | $ 10.01 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary Equity shares par value | $ 0.0001 | $ 0.0001 |
Class A common stock, subject to possible redemption, shares | 25,000,000 | 25,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 380,000,000 | 380,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 6,250,000 | 6,250,000 |
Common stock, shares outstanding | 6,250,000 | 6,250,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
General and administrative expenses | $ 261,307 | $ 659,101 | $ 738,244 | $ 1,697,277 |
Loss from operations | (261,307) | (659,101) | (738,244) | (1,697,277) |
Other income (expenses): | ||||
Change in fair value of warrant liabilities and forward purchase agreement derivative asset | 2,780,492 | (4,602,892) | 6,086,384 | 107,083 |
Interest earned on marketable securities held in Trust Account | 343,424 | 10,929 | 384,621 | 27,310 |
Total other income (expense), net | 3,123,916 | (4,591,963) | 6,471,005 | 134,393 |
Income (Loss) before provision for income taxes | 2,862,609 | (5,251,064) | 5,732,761 | (1,562,884) |
Provision for income taxes | (24,245) | 0 | (24,245) | 0 |
Net income (loss) | 2,838,364 | (5,251,064) | 5,708,516 | (1,562,884) |
Common Class A [Member] | ||||
Other income (expenses): | ||||
Net income (loss) | $ 2,270,691 | $ (4,200,851) | $ 4,566,813 | $ (1,210,434) |
Weighted average shares outstanding, Basic | 25,000,000 | 25,000,000 | 25,000,000 | 21,132,597 |
Basic net income (loss) per share | $ 0.09 | $ (0.17) | $ 0.18 | $ (0.06) |
Weighted average shares outstanding, Diluted | 25,000,000 | 25,000,000 | 25,000,000 | 21,132,597 |
Diluted net income (loss) per share | $ 0.09 | $ (0.17) | $ 0.18 | $ (0.06) |
Common Class B [Member] | ||||
Other income (expenses): | ||||
Net income (loss) | $ 567,673 | $ (1,050,213) | $ 1,141,703 | $ (352,450) |
Weighted average shares outstanding, Basic | 6,250,000 | 6,250,000 | 6,250,000 | 6,153,315 |
Basic net income (loss) per share | $ 0.09 | $ (0.17) | $ 0.18 | $ (0.06) |
Weighted average shares outstanding, Diluted | 6,250,000 | 6,250,000 | 6,250,000 | 6,153,315 |
Diluted net income (loss) per share | $ 0.09 | $ (0.17) | $ 0.18 | $ (0.06) |
Condensed Statements of Changes
Condensed Statements of Changes In Stockholders' Equity (Deficit) - USD ($) | Total | Class A Common Stock | Class B Common Stock | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2020 | $ 23,732 | $ 0 | $ 647 | $ 24,353 | $ (1,268) | ||
Beginning balance, Shares at Dec. 31, 2020 | 0 | 6,468,750 | |||||
Excess of proceeds from the sale of Private Placement Warrants to Sponsor | 1,282,400 | 1,282,400 | |||||
Forfeiture of Founder Shares | $ (22) | 22 | |||||
Forfeiture of Founder Shares, Shares | (218,750) | ||||||
Accretion for Class A common stock to redemption value | (21,379,448) | (1,306,775) | (20,072,673) | ||||
Net income | 3,688,180 | 3,688,180 | |||||
Ending balance at Mar. 31, 2021 | (16,385,136) | $ 0 | $ 625 | 0 | (16,385,761) | ||
Ending balance, Shares at Mar. 31, 2021 | 0 | 6,250,000 | |||||
Beginning balance at Dec. 31, 2020 | 23,732 | $ 0 | $ 647 | 24,353 | (1,268) | ||
Beginning balance, Shares at Dec. 31, 2020 | 0 | 6,468,750 | |||||
Net income | (1,562,884) | $ (1,210,434) | $ (352,450) | ||||
Ending balance at Jun. 30, 2021 | (21,636,200) | $ 0 | $ 625 | 0 | (21,636,825) | ||
Ending balance, Shares at Jun. 30, 2021 | 0 | 6,250,000 | |||||
Beginning balance at Mar. 31, 2021 | (16,385,136) | $ 0 | $ 625 | 0 | (16,385,761) | ||
Beginning balance, Shares at Mar. 31, 2021 | 0 | 6,250,000 | |||||
Net income | (5,251,064) | (4,200,851) | (1,050,213) | (5,251,064) | |||
Ending balance at Jun. 30, 2021 | (21,636,200) | $ 0 | $ 625 | 0 | (21,636,825) | ||
Ending balance, Shares at Jun. 30, 2021 | 0 | 6,250,000 | |||||
Beginning balance at Dec. 31, 2021 | (15,966,324) | $ 0 | $ 625 | 0 | (15,966,949) | ||
Beginning balance, Shares at Dec. 31, 2021 | 0 | 6,250,000 | |||||
Net income | 2,870,152 | 2,870,152 | |||||
Ending balance at Mar. 31, 2022 | (13,096,172) | $ 0 | $ 625 | 0 | (13,096,797) | ||
Ending balance, Shares at Mar. 31, 2022 | 0 | 6,250,000 | |||||
Beginning balance at Dec. 31, 2021 | (15,966,324) | $ 0 | $ 625 | 0 | (15,966,949) | ||
Beginning balance, Shares at Dec. 31, 2021 | 0 | 6,250,000 | |||||
Net income | 5,708,516 | 4,566,813 | 1,141,703 | ||||
Ending balance at Jun. 30, 2022 | (10,353,229) | $ 0 | $ 625 | 0 | (10,353,854) | ||
Ending balance, Shares at Jun. 30, 2022 | 0 | 6,250,000 | |||||
Beginning balance at Mar. 31, 2022 | (13,096,172) | $ 0 | $ 625 | 0 | (13,096,797) | ||
Beginning balance, Shares at Mar. 31, 2022 | 0 | 6,250,000 | |||||
Accretion for Class A common stock to redemption value | (95,421) | (95,421) | |||||
Net income | 2,838,364 | $ 2,270,691 | $ 567,673 | 2,838,364 | |||
Ending balance at Jun. 30, 2022 | $ (10,353,229) | $ 0 | $ 625 | $ 0 | $ (10,353,854) | ||
Ending balance, Shares at Jun. 30, 2022 | 0 | 6,250,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | |||||||
Net income (loss) | $ 2,838,364 | $ 2,870,152 | $ (5,251,064) | $ 3,688,180 | $ 5,708,516 | $ (1,562,884) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||
Operating costs paid by Sponsor | 200 | ||||||
Operating costs paid through promissory note | 70,764 | ||||||
Change in fair value of warrant liabilities and forward purchase agreement derivative asset | (2,780,492) | 4,602,892 | (6,086,384) | (107,083) | |||
Transaction costs incurred in connection with warrant liabilities | 442,366 | 442,366 | |||||
Interest earned on marketable securities held in Trust Account | (343,424) | (10,929) | (384,621) | (27,310) | |||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | (114,814) | (315,786) | |||||
Accrued expenses | 147,776 | 849,151 | |||||
Accrued offering costs | (89,958) | 25,000 | |||||
Income taxes payable | 24,245 | ||||||
Due to related party | 32,865 | ||||||
Net cash used in operating activities | (762,375) | (625,582) | |||||
Cash Flows from Investing Activities: | |||||||
Cash withdrawn from Trust Account to pay franchise taxes | 250,000 | ||||||
Investment of cash in Trust Account | (250,000,000) | ||||||
Net cash provided by (used in) investing activities | 250,000 | (250,000,000) | |||||
Cash Flows from Financing Activities | |||||||
Proceeds from sale of Units, net of underwriting discounts paid | 245,000,000 | ||||||
Proceeds from sale of Private Placements Warrants | 7,000,000 | ||||||
Due from Sponsor | (127,089) | ||||||
Repayment of promissory note—related party | (94,922) | ||||||
Payment of offering costs | (315,207) | ||||||
Net cash provided by financing activities | 251,462,782 | ||||||
Net Change in Cash | (512,375) | 837,200 | |||||
Cash – Beginning of period | $ 829,503 | $ 185 | 829,503 | 185 | $ 185 | ||
Cash – End of period | 317,128 | 837,385 | 317,128 | 837,385 | 829,503 | ||
Non-cash investing and financing activities: | |||||||
Offering costs included in accrued offering costs | (229,072) | ||||||
Offering costs paid through promissory note | 7,449 | ||||||
Payment of prepaid expenses through promissory note | 8,483 | ||||||
Deferred underwriting fee payable | $ 8,750,000 | $ 8,750,000 | $ 8,750,000 | $ 8,750,000 | $ 8,750,000 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2022 | |
Description Of Organization And Business Operation [Abstract] | |
Description of organization and business operation disclosure | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Hudson Executive Investment Corp. II (formerly Hudson Executive Investment Corp. III) (the “Company”) is a blank check company incorporated in Delaware on August 18, 2020. On December 18, 2020, Hudson Executive Investment Corp. III filed a certificate of amendment changing its name from Hudson Executive Investment Corp. III to Hudson Executive Investment Corp. II. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity for the period from August 18, 2020, (inception) through June 30, 2022, relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and identifying a target company for 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 Initial Public Offering was declared effective on January 25, 2021. On January 28, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,666,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to HEC Sponsor II LLC (formerly HEC Sponsor III LLC) (the “Sponsor”), generating gross proceeds of $7,000,000, which is described in Note 4. The Company complies with the requirements of FASB ASC 340-10-S99-1 Following the closing of the Initial Public Offering on January 28, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7of The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, 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 a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or 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 stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial The Company will have until January 28, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a 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 thereafter, redeem the Public Shares, at a per-share The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors (other than the independent registered public accounting firm), service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of June 30, 2022, the Company had $317,128 in its operating bank account and a working capital deficit of $425,979. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors, may provide the Company with Working Capital Loans (as defined below) (see Note 5). The Company intends to complete a Business Combination by January 28, 2023. However, in the absence of a completed Business Combination, the Company may require additional capital. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging out Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities and forward purchase agreement (“FPA”) (as described in Note 9). Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption, if any, are classified as a liability instrument and is measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock, if any, are affected by charges against additional paid-in At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants (7,583,750 ) Class A common stock issuance costs (13,795,698 ) Plus: Accretion of carrying value to redemption value 21,379,448 Class A common stock subject to possible redemption December 31, 2021 250,000,000 Plus: Accretion of carrying value to redemption value 95,421 Class A common stock subject to possible redemption June 30, 2022 $ 250,095,421 Offering Costs Offering costs consisted of legal, accounting, and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A common stock issued the amount of $14,238,064 were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Offering costs amounting to $442,366 were charged to the statements of operations upon the completion of the Initial Public Offering (see Note 1). Warrant Liabilities and Forward Purchase Agreement Derivative Asset The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and Financial Accounting Standards Board (“FASB”) ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants (as defined in Note 3) and the Private Placement Warrants (collectively, the “Warrants”) and FPA in accordance with the guidance contained in ASC 815-40, re-measurement Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 10,916,667 shares of Class A common stock in the aggregate. As of June 30, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Three Months Ended June 30, 2022 For the Three Months Ended June 30, 2021 For the Six Months Ended June 30, 2022 For the Six Months Ended June 30, 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 2,270,691 $ 567,673 $ (4,200,851 ) $ (1,050,213 ) $ 4,566,813 $ 1,141,703 $ (1,210,434 ) $ (352,450 ) Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 25,000,000 6,250,000 25,000,000 6,250,000 21,132,597 6,153,315 Basic and diluted net income (loss) per common share $ 0.09 $ 0.09 $ (0.17 ) $ (0.17 ) $ 0.18 $ 0.18 $ (0.06 ) $ (0.06 ) 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 Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature other than the warrant liabilities and FPA (see Note 9). Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operation or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Public Offering
Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Public Offering [Abstract] | |
Public Offering | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 2,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-fourth |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant the Company in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds 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 | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On August 21, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 2,875,000 shares of the Company’s Class B common stock (the “Founder Shares”). On December 18, 2020, the Company effected a 2,875,000 stock dividend resulting in 5,750,000 Founder Shares outstanding and on January 25, 2021, the Company effected a 718,750 stock dividend resulting in 6,468,750 Founder Shares outstanding. The Founder Shares included an aggregate of up to 218,750 shares of Class B common stock that were subject to forfeiture by the Sponsor. On March 11, 2021, the above-mentioned 218,750 shares of Class B common stock were forfeited following the expiration of the underwriters’ overallotment option. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading On April 13, 2021, the Company added a new member to the sponsorship and the Sponsor allocated 20,000 Founder Shares. The total consideration paid for these shares was $58. In addition, on April 13, 2021, the Sponsor also transferred 20,000 Founder Shares to a director of the Company. Finally, on February 7, 2022, the sponsor transferred 20,000 Founder Shares to a newly appointed director of the Company. The sale and allocation of the Founders Shares to the Company’s director nominees as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 40,000 shares allocated on April 13, 2021 was $299,880 or $7.50 per share. The Founders Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of June 30, 2022, no stock-based compensation expense has been recorded. On February 7, 2022, the Board of Directors exercised its authority pursuant to the Company’s amended and restated certificate of incorporation and elected Mr. Douglas Renert, effective immediately, to the Board of Directors. Mr. Renert replaced Mr. Douglas Braunstein on the Audit Committee, effective immediately. Mr. Renert is an independent director. Administrative Services Agreement The Company entered into an agreement, commencing on January 25, 2021 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. For the three and six months ended June 30, 2022, the Company incurred $30,000 and $60,000 in fees for these services, respectively. As of June 30, 2022 and December 31, 2021, the Company has accrued $170,000 and $110,000, respectively, in its condensed balance sheets for amounts due. For the three and six months ended June 30, 2021, the Company incurred $30,000 and $50,000 in fees for these services, respectively, which is currently recorded as accrued expenses in the condensed balance sheet s Related Party Note At the closing of the Initial Public Offering on January 28, 2021, a portion of the proceeds from the sale of the Private Placement Warrants in the amount of $150,000 was due to the Company to be held outside of the Trust Account for working capital purposes. As of June 30, 2022 and December 31, 2021, such amount was repaid and is no Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of June 30, 2022 and December 31, 2021, there were no Working Capital Loans outstanding. Due to Related Party From time to time, the Sponsor or an affiliate of the Sponsor will make payments on behalf of the Company for operating expenses that may include annual or quarterly subscriptions. At June 30, 2022 and December 31, 2021, the amount owed amounted to $37,565 and $4,700, respectively. Forward Purchase Agreement Following the Initial Public Offering on January 28, 2021, the Company entered into a forward purchase agreement dated January 28, 2021 with HEC Master Fund LP (“HEC Master”) pursuant to which HEC Master will purchase from the Company up to 5,000,000 forward purchase units (the “Forward Purchase Units”), consisting of one share of Class A common stock (the “Forward Purchase Shares”) and a mutually agreed upon number of warrants to purchase one share of Class A common stock (the “Forward Purchase Warrants” and, together with the Forward Purchase Shares, the “Forward Purchase Securities”), for $10.00 per unit, in a private placement that will close concurrently with the closing of the initial Business Combination. The proceeds from the sale of these Forward Purchase Units, together with the amounts available to the Company from the Trust Account (after giving effect to any redemptions of Public Shares) and any other equity or debt financing obtained by the Company in connection with the Business Combination, will be used to satisfy the cash requirements of the Business Combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-Business Combination company for working capital or other purposes. To the extent that the amounts available from the Trust Account and other financing are sufficient for such cash requirements, HEC Master may purchase less than an agreed upon number of Forward Purchase Units. In addition, HEC Master’s commitment under the forward purchase agreement will be subject to approval, prior to the Company entering into a definitive agreement for the initial Business Combination, of its investment committee. Pursuant to the terms of the Forward Purchase Agreement, HEC Master will have the option to assign its commitment to one of its affiliates and an agreed upon amount to members of the Company’s management team. The Forward Purchase Shares will be identical to the shares of Class A common stock included in the units sold in the Initial Public Offering, except that they will be subject to transfer restrictions and registration rights. The Forward Purchase Warrants will have the same terms as the Private Placement Warrants so long as they are held by HEC Master or its permitted assignees and transferees. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Furthermore, the impact of this action and related sanctions on the world economy are not determinable as of the date of these condensed financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements. Registration Rights Pursuant to a registration rights agreement entered into on January 28, 2021, the holders of the Founder Shares, Private Placement Warrants, Forward Purchase Securities and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants, Forward Purchase Warrants and 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 requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,750,000 in the aggregate. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock — Class A Common Stock The Company determined the common stock subject to redemption to be equal to the redemption value of $10.01 per share of common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Upon considering the impact of the Forward Purchase Agreement, it was concluded that the redemption value should include all the Public Shares resulting in the common stock subject to possible redemption being equal to $250,095,421. This resulted in a measurement adjustment to the initial carrying value of the Class A common stock subject to redemption with the offset recorded to additional paid-in Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of a Business Combination on a one-for-one as-converted rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination (including the Forward Purchase Shares but not the Forward Purchase Warrants), excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Warrant Liabilities | NOTE 8. WARRANT LIABILITIES Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may call the warrants for redemption: • 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 to each warrant holder; and • if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-tradingdayperiod If and when the warrants become redeemable by the Company for cash, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination (excluding any issuance of Forward Purchase Securities) at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. At June 30, 2022 and December 31, 2021, there were 4,666,667 Private Placement Warrants and 6,250,000 Public Warrants outstanding. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity At June 30, 2022, assets held in the Trust Account were comprised of $3,864 in cash and $250,166,186 in U.S. Treasury Securities. During the six months ended June 30, 2022, the Company withdrew $250,000 of interest earned from the Trust Account. At December 31, 2021, assets held in the Trust Account were comprised of $250,035,428 in money market funds, which are invested primarily in U.S. Treasury Securities. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Held-To-Maturity Level Amortized Cost Gross Holding Loss Fair Value Assets: June 30, 2022 U.S. Treasury Securities (Mature on 9/15/2022) 1 $ 250,166,186 $ (37,298 ) $ 250,128,888 June 30, 2022 FPA Derivative Asset 3 $ 132,750 December 31, 2021 Marketable Securities held in Trust Account –Treasury Trust Money Market Fund 1 $ 250,035,428 December 31, 2021 FPA Derivative Asset 3 $ 51,625 Liabilities: June 30, 2022 Warrant Liability – Public Warrants 2 $ 750,000 June 30, 2022 Warrant Liability – Private Placement Warrants 2 $ 560,000 December 31, 2021 Warrant Liability – Public Warrants 2 $ 4,188,125 December 31, 2021 Warrant Liability – Private Placement Warrants 2 $ 3,127,134 The Warrants and FPA were accounted for as assets or liabilities in accordance with ASC 815-40 The Public Warrants were initially valued using a Monte Carlo simulation model. The Public Warrants were subsequently valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The Private Placement Warrants were valued initially, using a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement. The primary significant unobservable input used in the fair value measurement of the Private Placement Warrants is the expected volatility of the common stock. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The subsequent measurements of the Private Placement Warrants are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. The FPA’s fair value was estimated using the reconstructed unit price, the net present value of per forward purchase unit commitment, and the forward purchase unit, which is considered to be a Level 3 fair value measurement. The following table presents the quantitative information regarding Level 3 fair value measurements: June 30, 2022 December 31, 2021 Forward Purchase Price (per unit) $ 10.00 $ 10.00 Underlying Asset Price (per share) $ 9.81 $ 9.78 Number of Warrants per unit 0.25 0.25 Concluded Unit Value 9.84 9.95 Time to Maturity (Years) 0.29 0.54 Risk Free Rate 1.84 % 0.21 % The following table presents the changes in the fair value of the Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 28, 2021 5,717,600 7,583,750 13,301,350 Change in fair value (2,077,600 ) (2,708,750 ) (4,786,350 ) Fair value as of March 31, 2021 3,640,000 4,875,000 8,515,000 Transfer to Level 1 — (4,875,000 ) (4,875,000 ) Change in fair value 2,089,142 — 2,089,142 Fair value as of June 30, 2021 $ 5,729,142 $ — $ 5,729,142 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the six months ended June 30, 2022 was $4,875,000, when the Public Warrants were separately listed and traded. There were no changes in levels for the three and six months ended June 30, 2022, and for the three months ended June 30, 2021 . The following table presents the changes in the fair value of FPA, which utilizes Level 3 measurements: Forward Purchase Agreement (Asset)/Liability Fair value as of January 1, 2022 $ (51,625 ) Change in fair value (72,375 ) Fair value as of March 31, 2022 (124,000 ) Change in fair value (8,750 ) Fair value as of June 30, 2022 $ (132,750 ) Forward Purchase Agreement (Asset)/Liability Fair value as of January 1, 2021 $ — Initial measurement on January 28, 2021 15,000 Change in fair value 61,375 Fair value as of March 31, 2021 76,375 Change in fair value (48,750 ) Fair value as of June 30, 2021 $ 27,625 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after June 30, 2022 up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging out |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities and forward purchase agreement (“FPA”) (as described in Note 9). Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption, if any, are classified as a liability instrument and is measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock, if any, are affected by charges against additional paid-in At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants (7,583,750 ) Class A common stock issuance costs (13,795,698 ) Plus: Accretion of carrying value to redemption value 21,379,448 Class A common stock subject to possible redemption December 31, 2021 250,000,000 Plus: Accretion of carrying value to redemption value 95,421 Class A common stock subject to possible redemption June 30, 2022 $ 250,095,421 |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting, and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A common stock issued the amount of $14,238,064 were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Offering costs amounting to $442,366 were charged to the statements of operations upon the completion of the Initial Public Offering (see Note 1). |
Warrant Liabilities and Forward Purchase Agreement Derivative Asset | Warrant Liabilities and Forward Purchase Agreement Derivative Asset The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and Financial Accounting Standards Board (“FASB”) ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants (as defined in Note 3) and the Private Placement Warrants (collectively, the “Warrants”) and FPA in accordance with the guidance contained in ASC 815-40, re-measurement |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 10,916,667 shares of Class A common stock in the aggregate. As of June 30, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Three Months Ended June 30, 2022 For the Three Months Ended June 30, 2021 For the Six Months Ended June 30, 2022 For the Six Months Ended June 30, 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 2,270,691 $ 567,673 $ (4,200,851 ) $ (1,050,213 ) $ 4,566,813 $ 1,141,703 $ (1,210,434 ) $ (352,450 ) Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 25,000,000 6,250,000 25,000,000 6,250,000 21,132,597 6,153,315 Basic and diluted net income (loss) per common share $ 0.09 $ 0.09 $ (0.17 ) $ (0.17 ) $ 0.18 $ 0.18 $ (0.06 ) $ (0.06 ) |
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 Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature other than the warrant liabilities and FPA (see Note 9). |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operation or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Class A Common stock Reflected in the Condensed Balance Sheet | At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants (7,583,750 ) Class A common stock issuance costs (13,795,698 ) Plus: Accretion of carrying value to redemption value 21,379,448 Class A common stock subject to possible redemption December 31, 2021 250,000,000 Plus: Accretion of carrying value to redemption value 95,421 Class A common stock subject to possible redemption June 30, 2022 $ 250,095,421 |
Summary of basic and diluted net income | The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Three Months Ended June 30, 2022 For the Three Months Ended June 30, 2021 For the Six Months Ended June 30, 2022 For the Six Months Ended June 30, 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 2,270,691 $ 567,673 $ (4,200,851 ) $ (1,050,213 ) $ 4,566,813 $ 1,141,703 $ (1,210,434 ) $ (352,450 ) Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 25,000,000 6,250,000 25,000,000 6,250,000 21,132,597 6,153,315 Basic and diluted net income (loss) per common share $ 0.09 $ 0.09 $ (0.17 ) $ (0.17 ) $ 0.18 $ 0.18 $ (0.06 ) $ (0.06 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Held-To-Maturity Level Amortized Cost Gross Holding Loss Fair Value Assets: June 30, 2022 U.S. Treasury Securities (Mature on 9/15/2022) 1 $ 250,166,186 $ (37,298 ) $ 250,128,888 June 30, 2022 FPA Derivative Asset 3 $ 132,750 December 31, 2021 Marketable Securities held in Trust Account –Treasury Trust Money Market Fund 1 $ 250,035,428 December 31, 2021 FPA Derivative Asset 3 $ 51,625 Liabilities: June 30, 2022 Warrant Liability – Public Warrants 2 $ 750,000 June 30, 2022 Warrant Liability – Private Placement Warrants 2 $ 560,000 December 31, 2021 Warrant Liability – Public Warrants 2 $ 4,188,125 December 31, 2021 Warrant Liability – Private Placement Warrants 2 $ 3,127,134 |
Summary of Quantitative Information Regarding Level 3 Fair Value Measurements | The following table presents the quantitative information regarding Level 3 fair value measurements: June 30, 2022 December 31, 2021 Forward Purchase Price (per unit) $ 10.00 $ 10.00 Underlying Asset Price (per share) $ 9.81 $ 9.78 Number of Warrants per unit 0.25 0.25 Concluded Unit Value 9.84 9.95 Time to Maturity (Years) 0.29 0.54 Risk Free Rate 1.84 % 0.21 % |
Summary of warrants | The following table presents the changes in the fair value of the Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 28, 2021 5,717,600 7,583,750 13,301,350 Change in fair value (2,077,600 ) (2,708,750 ) (4,786,350 ) Fair value as of March 31, 2021 3,640,000 4,875,000 8,515,000 Transfer to Level 1 — (4,875,000 ) (4,875,000 ) Change in fair value 2,089,142 — 2,089,142 Fair value as of June 30, 2021 $ 5,729,142 $ — $ 5,729,142 The following table presents the changes in the fair value of FPA, which utilizes Level 3 measurements: Forward Purchase Agreement (Asset)/Liability Fair value as of January 1, 2022 $ (51,625 ) Change in fair value (72,375 ) Fair value as of March 31, 2022 (124,000 ) Change in fair value (8,750 ) Fair value as of June 30, 2022 $ (132,750 ) Forward Purchase Agreement (Asset)/Liability Fair value as of January 1, 2021 $ — Initial measurement on January 28, 2021 15,000 Change in fair value 61,375 Fair value as of March 31, 2021 76,375 Change in fair value (48,750 ) Fair value as of June 30, 2021 $ 27,625 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jan. 28, 2021 | Jan. 26, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Description Of Organisation And Business Operation [Line Items] | |||||
Initial public offering, price per unit | $ 10 | $ 10 | $ 10 | ||
Proceeds from issuance initial public offering | $ 7,000,000 | ||||
Other offering costs | $ 488,064 | ||||
Operating bank account | $ 317,128 | ||||
Assets held-in-trust | $ 250,000,000 | ||||
Temporary equity redemption price per share | $ 10 | $ 10.01 | $ 10.01 | ||
Minimum tangible assets for business combination | $ 5,000,001 | $ 5,000,001 | |||
Interest to pay dissolution expenses | 100,000 | ||||
Working capital | $ 425,979 | ||||
IPO | |||||
Description Of Organisation And Business Operation [Line Items] | |||||
Initial public offering, price per unit | $ 10 | ||||
Transaction cost | 14,238,064 | ||||
Underwriting fees | 5,000,000 | ||||
Deferred offering costs | 8,750,000 | ||||
Over-Allotment Option | |||||
Description Of Organisation And Business Operation [Line Items] | |||||
Initial public offering, units issued | 2,500,000 | ||||
Private Placement | |||||
Description Of Organisation And Business Operation [Line Items] | |||||
Proceeds from issuance initial public offering | $ 4,666,667 | ||||
Issue price of warrants | $ 1.5 | ||||
Proceeds from issuance of warrants | $ 7,000,000 | ||||
Common Class A | |||||
Description Of Organisation And Business Operation [Line Items] | |||||
Proceeds from issuance initial public offering | $ 250,000,000 | ||||
Proceeds from issuance of warrants | $ 7,583,750 | ||||
Common Class A | IPO | |||||
Description Of Organisation And Business Operation [Line Items] | |||||
Initial public offering, units issued | 25,000,000 | 25,000,000 | |||
Initial public offering, price per unit | $ 10 | ||||
Proceeds from issuance initial public offering | $ 250,000,000 | ||||
Common Class A | Over-Allotment Option | |||||
Description Of Organisation And Business Operation [Line Items] | |||||
Initial public offering, units issued | 2,500,000 | 2,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jan. 28, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Class A common stock, subject to possible redemption, shares | 25,000,000 | 25,000,000 | 25,000,000 | |||
Effective income tax rate percentage | 0.85% | 0% | 0.42% | 0% | ||
Federal deposit insurance coverage | $ 250,000 | $ 250,000 | ||||
Transaction costs incurred in connection with warrant liabilities | $ 442,366 | $ 442,366 | ||||
Effective statutory income tax rate | 21% | 21% | 21% | 21% | ||
IPO [Member] | ||||||
Transaction Cost | $ 14,238,064 | |||||
Warrant | ||||||
Anti dilutive securities | 10,916,667 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Class A Common stock Reflected in the Condensed Balance Sheet (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||
Gross proceeds | $ 7,000,000 | ||
Class A common stock issuance costs | $ (315,207) | ||
Class A common stock subject to possible redemption | $ 250,095,421 | $ 250,000,000 | |
Common Class A [Member] | |||
Temporary Equity [Line Items] | |||
Gross proceeds | 250,000,000 | ||
Proceeds allocated to Public Warrants | (7,583,750) | ||
Class A common stock issuance costs | (13,795,698) | ||
Accretion of carrying value to redemption value | 95,421 | 21,379,448 | |
Class A common stock subject to possible redemption | $ 250,095,421 | $ 250,000,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Basic and Diluted Net Income (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||||
Allocation of net income (loss), as adjusted | $ 2,838,364 | $ 2,870,152 | $ (5,251,064) | $ 3,688,180 | $ 5,708,516 | $ (1,562,884) |
Common Class A [Member] | ||||||
Numerator: | ||||||
Allocation of net income (loss), as adjusted | $ 2,270,691 | $ (4,200,851) | $ 4,566,813 | $ (1,210,434) | ||
Denominator: | ||||||
Basic weighted average shares outstanding | 25,000,000 | 25,000,000 | 25,000,000 | 21,132,597 | ||
Diluted weighted average shares outstanding | 25,000,000 | 25,000,000 | 25,000,000 | 21,132,597 | ||
Basic net income (loss) per common share | $ 0.09 | $ (0.17) | $ 0.18 | $ (0.06) | ||
Diluted net income (loss) per common share | $ 0.09 | $ (0.17) | $ 0.18 | $ (0.06) | ||
Common Class B [Member] | ||||||
Numerator: | ||||||
Allocation of net income (loss), as adjusted | $ 567,673 | $ (1,050,213) | $ 1,141,703 | $ (352,450) | ||
Denominator: | ||||||
Basic weighted average shares outstanding | 6,250,000 | 6,250,000 | 6,250,000 | 6,153,315 | ||
Diluted weighted average shares outstanding | 6,250,000 | 6,250,000 | 6,250,000 | 6,153,315 | ||
Basic net income (loss) per common share | $ 0.09 | $ (0.17) | $ 0.18 | $ (0.06) | ||
Diluted net income (loss) per common share | $ 0.09 | $ (0.17) | $ 0.18 | $ (0.06) |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - $ / shares | 6 Months Ended | |||
Jan. 28, 2021 | Jan. 26, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Initial public offering, price per unit | $ 10 | $ 10 | $ 10 | |
IPO | ||||
Initial public offering, price per unit | $ 10 | |||
Over-Allotment Option | ||||
Initial public offering, units issued | 2,500,000 | |||
Class A Common Stock | IPO | ||||
Initial public offering, units issued | 25,000,000 | 25,000,000 | ||
Initial public offering, price per unit | $ 10 | |||
Class A Common Stock | Over-Allotment Option | ||||
Initial public offering, units issued | 2,500,000 | 2,500,000 | ||
Class A Common Stock | Public Warrant | ||||
Warrant exercise price | $ 11.5 | |||
Description of class of warrant or right | Each Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant (“Public Warrant”). |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Private Placement Warrants | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right issued during the period | shares | 4,666,667 |
Class of warrant, exercise price | $ 11.5 |
Class of warrants or rights issue price per share | $ 1.5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Feb. 07, 2022 | Apr. 13, 2021 | Mar. 11, 2021 | Jan. 25, 2021 | Dec. 18, 2020 | Aug. 21, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Jan. 28, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||
Payments of offering costs | $ 315,207 | |||||||||||
Share issue price | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | |||||||
Due to related parties, current | $ 37,565 | $ 37,565 | $ 4,700 | |||||||||
Long-term debt, gross | 0 | 0 | 0 | |||||||||
Fair value shares allocated | 40,000 | |||||||||||
Fair Value per share | 299,880% | |||||||||||
Founder shares Allocated | 7.5 | |||||||||||
Due from Related Parties | 0 | 0 | 0 | |||||||||
Share-based payment arrangement, expense | 0 | |||||||||||
Administrative Support Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction amounts of transaction | $ 10,000 | |||||||||||
Accrued Liabilities | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party general and administrative expenses | 170,000 | 110,000 | ||||||||||
Sponsor | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Payments of offering costs | $ 25,000 | |||||||||||
Sponsor | Administrative Support Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party general and administrative expenses | $ 30,000 | $ 30,000 | $ 60,000 | $ 50,000 | ||||||||
Sponsor | Working Capital Loans | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Dent instrument conversion price per share | $ 1.5 | $ 1.5 | ||||||||||
Due from related party | $ 150,000 | |||||||||||
Working Capital Loans | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Threshold on conversion of working capital loan | $ 1,500,000 | $ 1,500,000 | ||||||||||
HEC Master Fund LP | Forward Purchase Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Forward purchase agreement, purchase price per unit | $ 10 | $ 10 | ||||||||||
Founder | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Founder shares Allocated | 20,000 | |||||||||||
Consideration paid | $ 58 | |||||||||||
Founder | Director [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of founder shares transferred | 20,000 | |||||||||||
Transfer of shares | 20,000 | |||||||||||
Class A Common Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Payments of offering costs | $ 13,795,698 | |||||||||||
Common stock, shares outstanding | 0 | 0 | 0 | |||||||||
Class A Common Stock | Sponsor | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Founder shares, conditions on transfer, threshold consecutive trading days | 30 days | |||||||||||
Founder shares, conditions on transfer, threshold number of days from business combination date | 150 days | |||||||||||
Class A Common Stock | Sponsor | Minimum | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Share issue price | $ 12 | $ 12 | ||||||||||
Founder shares, conditions on transfer, threshold consecutive trading days | 20 days | |||||||||||
Class B Common Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock, shares outstanding | 6,250,000 | 6,250,000 | 6,250,000 | |||||||||
Class B Common Stock | Sponsor | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares issued for services | 2,875,000 | |||||||||||
Class B Common Stock | Founder | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock, shares outstanding | 6,468,750 | 5,750,000 | ||||||||||
Stock shares issued during the period shares stock dividend | 718,750 | 2,875,000 | ||||||||||
Common stock shares subject to forfeiture | 218,750 | |||||||||||
Share based compensation by share based payment arrangement shares forfeited shares | 218,750 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 6 Months Ended | |||
Jan. 26, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Line Items] | ||||
Under writing deferred fee per unit | $ 0.35 | |||
Deferred underwriting fee payable | $ 8,750,000 | $ 8,750,000 | $ 8,750,000 | |
Over-Allotment Option | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Stock Issued during Period New Shares, Shares | 2,500,000 | |||
Common stock shares subscribed but not issued | 3,375,000 | |||
Sale pf stock issue price per share | $ 10 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Jan. 28, 2021 | |
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 | |
Temporary equity, shares outstanding | 25,000,000 | 25,000,000 | |
Redemption price per share | $ 10.01 | $ 10.01 | $ 10 |
Minimum tangible assets for business combination | $ 5,000,001 | $ 5,000,001 | |
Class A common stock subject to possible redemption | $ 250,095,421 | $ 250,000,000 | |
Class A Common Stock | |||
Common stock, shares authorized | 380,000,000 | 380,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares Issued | 0 | 0 | |
Common stock, shares outstanding | 0 | 0 | |
Temporary equity, shares outstanding | 25,000,000 | 25,000,000 | |
Common stock, conversion basis | one vote for each share | ||
Threshold percentage on conversion of common stock | 20% | ||
Class A common stock subject to possible redemption | $ 250,095,421 | $ 250,000,000 | |
Class B Common Stock | |||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares Issued | 6,250,000 | 6,250,000 | |
Common stock, shares outstanding | 6,250,000 | 6,250,000 | |
Common stock, conversion basis | one vote for each share |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Redemption trigger share price | $ 18 | |
Class A Common Stock | Business Combination [Member] | ||
Business acquisition, share price | 9.2 | |
Public Warrants | ||
Warrant exercise price | $ 0.01 | |
Class of warrant or right minimum notice period for redemption | 30 days | |
Class of warrant or right redemption threshold consecutive trading days | 20 days | |
Minimum percentage of equity proceeds for fund business combination | 60% | |
Class of warrant or right exercise price adjustment percentage | 115% | |
Class of warrant or right redemption price adjustment percentage | 180% | |
Warrants and rights outstanding | 6,250,000 | 6,250,000 |
Public Warrants | Maximum | ||
Class of warrant or right, threshold trading days for exercise | 30 days | |
Class of warrant or right redemption threshold consecutive trading days | 30 days | |
Public Warrants | Minimum | ||
Class of warrant or right, threshold trading days for exercise | 12 months | |
Number of days required to file registration statement for stock issuance | 15 days | |
Private Placement Warrants | ||
Warrants and rights outstanding | 4,666,667 | 4,666,667 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Cash and marketable securities held in trust account | $ 3,864 | $ 3,864 | ||
Investment Income, Interest | 250,000 | $ 0 | ||
Level 1, 2 and 3 [Member] | ||||
Fair value levels transfers | 0 | $ 0 | 0 | |
Public Warrant | ||||
Fair value of liabilities transferred out of level 3 | 4,875,000 | |||
US Treasury Securities | Money Market Funds [Member] | ||||
Cash and marketable securities held in trust account | $ 250,166,186 | $ 250,166,186 | $ 250,035,428 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Gross Holding Losses and Fair Value of Held-to-Maturity Securities (Detail) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Level 2 | Fair Value, Recurring | Public Warrant | ||
Liabilities: | ||
Warrant Liability | $ 750,000 | $ 4,188,125 |
Level 2 | Fair Value, Recurring | Private Placement Warrant | ||
Liabilities: | ||
Warrant Liability | 560,000 | 3,127,134 |
Level 3 | Fair Value, Recurring | ||
Assets: | ||
FPA Derivative Asset | 132,750 | 51,625 |
US Treasury Securities | Money Market Funds [Member] | ||
Assets: | ||
Fair Value | $ 250,035,428 | |
US Treasury Securities | Level 1 | ||
Assets: | ||
Amortized Cost | 250,166,186 | |
Gross Holding Loss | (37,298) | |
Fair Value | $ 250,128,888 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements (Detail) - Level 3 | Jun. 30, 2022 yr | Dec. 31, 2021 yr |
Forward Purchase Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding | 10 | 10 |
Underlying Asset Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding | 9.81 | 9.78 |
Number of Warrants per unit | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding | 0.25 | 0.25 |
Concluded Unit Value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding | 9.84 | 9.95 |
Time to Maturity | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding | 0.29 | 0.54 |
Risk Free Rate | Private Placement Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding | 0.0184 | 0.0021 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of warrants (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | |
Public Warrant [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Transfer to Level 1 | $ 4,875,000 | ||||
Warrant [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Fair value at the beginning | $ 8,515,000 | $ 0 | |||
Initial measurement on January 28, 2021 | 13,301,350 | ||||
Transfer to Level 1 | (4,875,000) | ||||
Change in fair value | 2,089,142 | (4,786,350) | |||
Fair value at the ending | 5,729,142 | 8,515,000 | |||
Warrant [Member] | Private Placement Warrant [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Fair value at the beginning | 3,640,000 | 0 | |||
Initial measurement on January 28, 2021 | 5,717,600 | ||||
Transfer to Level 1 | 0 | ||||
Change in fair value | 2,089,142 | (2,077,600) | |||
Fair value at the ending | 5,729,142 | 3,640,000 | |||
Warrant [Member] | Public Warrant [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Fair value at the beginning | 4,875,000 | 0 | |||
Initial measurement on January 28, 2021 | 7,583,750 | ||||
Transfer to Level 1 | (4,875,000) | ||||
Change in fair value | 0 | (2,708,750) | |||
Fair value at the ending | 0 | 4,875,000 | |||
FPA Asset Liability [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Fair value at the beginning | $ (124,000) | $ (51,625) | 76,375 | 0 | (51,625) |
Initial measurement on January 28, 2021 | 15,000 | ||||
Change in fair value | (8,750) | (72,375) | (48,750) | 61,375 | |
Fair value at the ending | $ (132,750) | $ (124,000) | $ 27,625 | $ 76,375 | $ (132,750) |