Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 12, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | ADIT EDTECH ACQUISITION CORP. | |
Entity Central Index Key | 0001830029 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 34,500,000 | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39872 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3477678 | |
Entity Address, Address Line One | 1345 Avenue of the Americas | |
Entity Address, Address Line Two | 33rd Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10105 | |
City Area Code | 646 | |
Local Phone Number | 291-6930 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of common stock and one-half of one redeemable warrant | |
Trading Symbol | ADEX.U | |
Security Exchange Name | NYSE | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | ADEX | |
Security Exchange Name | NYSE | |
Redeemable Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | |
Trading Symbol | ADEX.WS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 123,640 | $ 462,274 |
Prepaid expenses | 153,125 | 265,282 |
Total current assets | 276,765 | 727,556 |
Prepaid expenses, non-current | 14,384 | |
Cash and securities held in Trust Account | 276,401,240 | 276,115,444 |
Total Assets | 276,678,005 | 276,857,384 |
Current Liabilities: | ||
Accrued offering costs and expenses | 3,613,233 | 3,153,755 |
Due to related party | 78,986 | 18,986 |
Income taxes payable | 22,636 | |
Working capital loan - related party | 150,000 | 150,000 |
Total current liabilities | 3,864,855 | 3,322,741 |
Warrant liability | 373,701 | 5,044,441 |
Deferred underwriting discount | 9,660,000 | 9,660,000 |
Total liabilities | 13,898,556 | 18,027,182 |
Commitments | ||
Common stock subject to possible redemption, 27,600,000 shares at redemption value | 276,239,154 | 276,000,000 |
Stockholders’ Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 6,900,000 shares issued and outstanding (excluding 27,600,000 shares at redemption value), respectively | 690 | 690 |
Accumulated deficit | (13,460,395) | (17,170,488) |
Total Stockholders’ Deficit | (13,459,705) | (17,169,798) |
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit | $ 276,678,005 | $ 276,857,384 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Common stock, shares redemption | 27,600,000 | 27,600,000 |
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 stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 6,900,000 | 6,900,000 |
Common stock, shares outstanding | 6,900,000 | 6,900,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Formation and operating costs | $ 543,520 | $ 135,127 | $ 1,145,653 | $ 225,340 |
Loss from operations | (543,520) | (135,127) | (1,145,653) | (225,340) |
Other income | ||||
Change in fair value of warrants | 2,923,321 | 4,670,740 | ||
Trust interest income | 374,346 | 15,538 | 446,796 | 55,797 |
Total other income, net | 3,297,667 | 15,538 | 5,117,536 | 55,797 |
Income (Loss) before provision for income taxes | 2,754,147 | (119,589) | 3,971,883 | (169,543) |
Provision for income taxes | (22,636) | (22,636) | ||
Net income (loss) | $ 2,731,511 | $ (119,589) | $ 3,949,247 | $ (169,543) |
Basic and diluted weighted average shares outstanding, redeemable common stock | 27,600,000 | 27,600,000 | 27,600,000 | 25,365,746 |
Basic net income (loss) per share | $ 0.08 | $ 0 | $ 0.11 | $ (0.01) |
Diluted net income (loss) per share | $ 0.08 | $ 0 | $ 0.11 | $ (0.01) |
Basic and diluted weighted average shares outstanding, common stock | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 |
Diluted weighted average shares outstanding, common stock | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 |
Basic net income (loss) per share | $ 0.08 | $ 0 | $ 0.11 | $ (0.01) |
Diluted net income (loss) per share | $ 0.08 | $ 0 | $ 0.11 | $ (0.01) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholder's Deficit (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2020 | $ 24,474 | $ 690 | $ 24,310 | $ (526) |
Balance, shares at Dec. 31, 2020 | 6,900,000 | |||
Proceeds allocated to Private Placement Warrants | 7,270,000 | 7,270,000 | ||
Subsequent remeasurement under ASC 480-10-S99 | (15,816,086) | (7,294,310) | (8,521,776) | |
Net income (loss) | (49,954) | (49,954) | ||
Ending Balance at Mar. 31, 2021 | (8,571,566) | $ 690 | (8,572,256) | |
Balance, shares at Mar. 31, 2021 | 6,900,000 | |||
Beginning Balance at Dec. 31, 2020 | 24,474 | $ 690 | $ 24,310 | (526) |
Balance, shares at Dec. 31, 2020 | 6,900,000 | |||
Net income (loss) | (169,543) | |||
Ending Balance at Jun. 30, 2021 | (8,691,155) | $ 690 | (8,691,845) | |
Balance, shares at Jun. 30, 2021 | 6,900,000 | |||
Beginning Balance at Mar. 31, 2021 | (8,571,566) | $ 690 | (8,572,256) | |
Balance, shares at Mar. 31, 2021 | 6,900,000 | |||
Net income (loss) | (119,589) | (119,589) | ||
Ending Balance at Jun. 30, 2021 | (8,691,155) | $ 690 | (8,691,845) | |
Balance, shares at Jun. 30, 2021 | 6,900,000 | |||
Beginning Balance at Dec. 31, 2021 | (17,169,798) | $ 690 | (17,170,488) | |
Balance, shares at Dec. 31, 2021 | 6,900,000 | |||
Net income (loss) | 1,217,736 | 1,217,736 | ||
Ending Balance at Mar. 31, 2022 | (15,952,062) | $ 690 | (15,952,752) | |
Balance, shares at Mar. 31, 2022 | 6,900,000 | |||
Beginning Balance at Dec. 31, 2021 | (17,169,798) | $ 690 | (17,170,488) | |
Balance, shares at Dec. 31, 2021 | 6,900,000 | |||
Net income (loss) | 3,949,247 | |||
Ending Balance at Jun. 30, 2022 | (13,459,705) | $ 690 | (13,460,395) | |
Balance, shares at Jun. 30, 2022 | 6,900,000 | |||
Beginning Balance at Mar. 31, 2022 | (15,952,062) | $ 690 | (15,952,752) | |
Balance, shares at Mar. 31, 2022 | 6,900,000 | |||
Net income (loss) | 2,731,511 | 2,731,511 | ||
Accretion of carrying value to redemption value | (239,154) | (239,154) | ||
Ending Balance at Jun. 30, 2022 | $ (13,459,705) | $ 690 | $ (13,460,395) | |
Balance, shares at Jun. 30, 2022 | 6,900,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 3,949,247 | $ (169,543) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of warrants | (4,670,740) | |
Interest earned on cash and marketable securities held in Trust Account | (446,796) | (55,797) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 126,541 | (422,752) |
Income taxes payable | 22,636 | |
Accrued offering costs and expenses | 459,478 | 165,885 |
Due to related party | 60,000 | 213 |
Net cash used in operating activities | (499,634) | (481,994) |
Cash flows from investing activities: | ||
Investment held in Trust Account | (276,000,000) | |
Cash withdrawn from Trust Account to pay franchise tax and income taxes | 161,000 | |
Net cash provided by (used in) investing activities | 161,000 | (276,000,000) |
Cash flows from financing activities: | ||
Proceeds from Initial Public Offering, net of underwriters’ fees | 270,480,000 | |
Proceeds from private placement | 7,270,000 | |
Payments of offering costs | (636,086) | |
Net cash provided by financing activities | 277,113,914 | |
Net change in cash | (338,634) | 631,920 |
Cash, beginning of the period | 462,274 | 35,614 |
Cash, end of the period | 123,640 | 667,534 |
Supplemental disclosure of noncash investing and financing activities: | ||
Deferred underwriting commissions charged to additional paid-in capital | 9,660,000 | |
Initial value of common stock subject to possible redemption | 276,000,000 | |
Accretion of carrying value to redemption value | $ 239,154 | |
Deferred offering costs paid by Sponsor loan | $ 18,773 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Adit EdTech Acquisition Corp. (the “Company”) was incorporated in Delaware on October 15, 2020. The Company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus its search for a business that would benefit from its founders’ and management team’s experience and ability to identify, acquire and manage a business in the education, training and education technology industries. The Company has one wholly owned subsidiary, ADEX Merger Sub, LLC, a Delaware limited liability company incorporated on November 24, 2021. There has been no activity since inception. 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. The Company has selected December 31 as its fiscal year end. As of June 30, 2022 June 30, 2022 The Company’s sponsor is Adit EdTech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statements for the Company’s IPO were declared effective on January 11, 2021. On January 14, 2021, the Company consummated the IPO of 24,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $240,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of 6,550,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating total gross proceeds of $6,550,000. The Company granted the underwriters in the IPO a 45-day option to purchase up to 3,600,000 additional Units to cover over-allotments, if any. On January 19, 2021, the underwriters exercised the over-allotment option in full to purchase 3,600,000 Units (the “Over-allotment Units”), generating aggregate gross proceeds of $36,000,000, and incurred $720,000 in deferred underwriting fees. Simultaneously with the closing of the sale of the Over-allotment Units, the Company consummated the sale of an additional 720,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $720,000. Transaction costs amounted to $13,836,086 consisting of $4,800,000 of underwriting discount, $8,400,000 of deferred underwriting discount, and $636,086 of other offering costs. Trust Account Following the closing of the IPO on January 14, 2021 and the underwriters’ full exercise of their over-allotment option on January 19, were 180 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-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account. Initial Business Combination 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 anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are , The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the Business Combination are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares it purchased during or after the IPO 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 above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers, directors and industry advisors have agreed (a) to waive redemption rights with respect to the Founder Shares and Public Shares held by them 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 and certain amendments to the Amended and Restated Certificate of Incorporation 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 Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until January 14, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve an amendment to the Amended and Restated Certificate of Incorporation to extend this date, 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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The holders of the Founder Shares have agreed to waive liquidation rights with respect to such 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 IPO, 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 7) 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 IPO 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 vendor 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 (i) $10.00 per Public Share or (ii) such lesser 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 trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation expenses, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of IPO 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, service providers, 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 Capital Resources As of June 30, 2022 $ and $22,636 in income taxes payable Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs, and In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or the Company’s officers and directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans (as defined below) (see Note 5). Going Concern Consideration The Company anticipates that the approximately $0.1 million in its operating bank account as of June 30, 2022 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated consolidated and six June 30, 2022 2022 The accompanying unaudited condensed consolidated 10-K March 18, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, ADEX Merger Sub, LLC. There has been no intercompany activity since inception. 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed consolidated consolidated f Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three June 30, 2022 Cash and Securities Cash and securities held in Trust Account consist of United States securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with ASC Topic 320 “Investments Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “Trust interest income” line item in the statements of operations. Trust interest income is recognized when earned. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash and promissory note to related party are estimated to approximate the carrying values as of June 30, 2022 and December 31 The fair value of the Private Placement Warrants is based on a Monte Carlo valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as Level 3. See Note 6 for additional information on assets and liabilities measured at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2022 2021 Common Stock Subject to Possible Redemption All of the 27,600,000 shares of common stock sold as part of the Units (see Note 3) contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Company’s amended and restated articles of incorporation. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares of common stock subject to redemption to be classified outside of permanent equity. Therefore, all 27,600,000 shares of common stock were classified outside of permanent equity as of June 30, 2022 and December 31, 2021. The Company recognizes changes in redemption value immediately as they occur upon the IPO and will adjust the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of common stock are recorded as charges against additional paid-in capital and accumulated deficit. Net Income (Loss) Per Share of Common Stock The Company has two categories of shares, which are referred to as redeemable shares of common stock and non-redeemable shares of common stock. Earnings and losses are shared pro rata between the two categories of shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each category for the three and six months ended June 30, 2022 Three Months Ended Six Months Ended 2022 2021 2022 2021 Redeemable common Non- Redeemable common Non- Redeemable common Non- Redeemable common Non- Basic and diluted net income (loss) per share : Numerator: Allocation of net income (loss) $ 2,150,495 $ 537,624 $ (95,671 ) (23,918 ) $ 3,124,684 $ 781,171 $ (133,286 ) (36,257 ) Denominator: Weighted Average Shares Outstanding including common stock subject to redemption 27,600,000 6,900,000 27,600,000 6,900,000 27,600,000 6,900,000 25,365,746 6,900,000 Basic and diluted net income (loss) per share $ 0.08 $ 0.08 $ (0.00 ) (0.00 ) $ 0.11 $ 0.11 $ (0.01 ) (0.01 ) Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO . The Company incurred offering costs amounting to $15,831,036 as a result of the IPO 5,520,000 9,660,000 651,036 Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, 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 ASC 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Stock (“ASC 815-40”).” The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. At June 30, 2022 and December 31, 2021, the Company has evaluated both the Public Warrants (as defined below) and Private Placement Warrants under ASC 480 and ASC 815-40. Such guidance provides that because the Private Placement Warrants do not meet the criteria for equity treatment thereunder, each Private Placement Warrant must be recorded as a liability. Accordingly, the Company classified each Private Placement Warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations. The Private Placement Warrants had met the requirement for equity accounting treatment when initially issued. On the date of IPO, the Company’s Private Placement Warrants met the criteria for equity classification. On December 23, 2021, the Private Placement Warrants were modified such that the Private Placement Warrants no longer meet the criteria for equity treatment. As such, the Private Placement Warrants were treated as derivative liability instruments from the date of the modification. 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 effective tax rate was 2.40% and 0.00% for the three months ended June 30, 2022 and 2021, respectively, and 1.66% and 0.00% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended March 31, 2022 and 2021, due to changes in fair value in warrant liability, changes in fair value in the PIPE derivative liability, and the valuation allowance on the deferred tax assets. 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 to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the Company’s condensed consolidated consolidated consolidated Recent Accounting Standards In August 2020, the 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, 2024 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 operations or cash flows. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated statements |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the IPO on January 14, 2021, the Company sold 24,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one - On January 14, 2021, an aggregate of $10.00 per Unit sold in the IPO was held in the Trust Account and will be held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 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-7 of the Investment Company Act. On January 19, 2021, the underwriters exercised the over-allotment option in full to purchase 3,600,000 Units. Following the closing of the IPO on January 14, 2021 and the underwriters’ full exercise of over-allotment option on January 19, 2021, $276,000,000 was held in the Trust Account. As of June 30, 2022 Gross proceeds from public issuance $ 276,000,000 Less: Proceeds allocated to public warrants (16,771,351) Common stock issuance costs (14,849,933 ) Plus: Accretion of carrying value to redemption value 31,621,284 Common stock subject to possible redemption, December 31, 2021 276,000,000 Plus: Accretion of carrying value to redemption value 239,154 Common stock subject to possible redemption, June 30, 2022 $ 276,239,154 |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2022 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO on January 14, 2021, the Sponsor purchased an aggregate of 6,550,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,550,000, in a private placement (the “Private Placement”). On January 19, 2021, the underwriters exercised the over-allotment option in full to purchase 3,600,000 Units. Simultaneously with the closing of the exercise of the overallotment option, the Company completed the private sale of an aggregate of 720,000 Private Placement Warrants to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $720,000. Each Private Placement Warrant will entitle the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. The proceeds from the Private Placement Warrants were added to the proceeds from the IPO 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. On December 23, 2021, the Company amended the warrant agreement entered into on January 11, 2021, with Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent, to modify certain provisions to conform with applicable disclosure contained in the Company’s final prospectus filed with the SEC on January 13, 2021. Pursuant to the amended Private Placement Warrant agreement, a Private Placement Warrant will not be redeemable by the Company for so long as it is held by its initial purchaser or a permitted transferee of such purchaser. After giving effect to the amended Private Placement Warrant agreement, the Private Placement Warrants qualify for liability classification. The difference in its fair value immediately before and after the modification was recognized as an equity issuance cost and charged to additional paid-in capital. |
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 In October 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 5,750,000 shares of the Company’s common stock (the “Founder Shares”). On October 27, 2020, the Sponsor transferred 10,000 Founder Shares to each of the Company’s independent directors and 7,500 Founder Shares to each of the Company’s industry advisors at their original purchase price (the Sponsor, independent directors and industry advisors being defined herein collectively as the “initial stockholders”). On January 11, 2021, the Company effected a stock dividend of 1,150,000 shares with respect to the common stock, resulting in the initial stockholders holding an aggregate of 6,900,000 Founder Shares (up to 900,000 of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised). As such, the initial stockholders collectively own 20% of the Company’s issued and outstanding shares of common stock after the IPO. On January 19, 2021, the underwriter exercised its over-allotment option in full, hence, the 900,000 Founder Shares are no longer subject to forfeiture. The initial stockholders have agreed, subject to 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 last sale price of the Company’s 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 day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Transactions with Company Officers On April 17, 2021, Griid Holdco LLC, a Delaware limited liability company (“GRIID”), entered into an engagement letter and an incentive unit award agreement (together, the “consulting agreements”) with Deucalion Partners, LLC, an entity affiliated with John D’Agostino, the Company’s Chief Financial Officer. Pursuant to the consulting agreements, GRIID agreed to pay to such entity $ 400,000 and grant such entity units representing a 0.5 % profits interest in GRIID. The cash payment will become due and payable on the earlier to occur of: (i) April 26, 2022 and (ii) the date on which GRIID consummates a merger with a special purpose acquisition company, qualified initial public offering, or other change of control transaction (each, a “qualifying transaction”). The units will vest as to one-fourth on April 16, 2022, and 1/36th on the 17th day of each month thereafter, subject to such entity’s continued service through such vesting dates; provided, however, that any unvested units shall fully vest upon a qualifying transaction. Due to Related Parties As of June 30, 2022 and December 31 approximately $80,000 and $ 20,000 Promissory Note — Related Party On October 23, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2021, (ii) the consummation of the IPO, (iii) the abandonment of the IPO and (iv) an Event of Default (as defined in the Promissory Note). As of December 31, 2020, the Company had borrowed $150,000 under the Promissory Note. On July 28, 2021, the Company repaid $150,000 to the Sponsor under the Promissory Note. There was no outstanding balance under the Promissory Note as of June 30, 2022 and December 31 , 2021. On August 6, 2021, the Company issued a new unsecured promissory note to the Sponsor in connection with a Working Capital Loan (as defined below) made by the Sponsor to the Company pursuant to which the Company may borrow up to $300,000 in the aggregate (the “New Promissory Note”). The note is non-interest bearing and payable on the earlier of (i) January 14, 2023 or (ii) the effective date of a Business Combination. Any amounts outstanding under the note are convertible into warrants, at a price of $1.00 per warrant at the option of the Sponsor, the terms of which shall be identical to the Private Placement Warrants. As of June 30, 2022 and December 31 , 2021, the Company borrowed $150,000 under the note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders, the Sponsor or an affiliate of the Sponsor, or 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”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. As of June 30, 2022 and December 31 , a was in the amount of $150,000 under the New Promissory Note, as detailed under the heading “Promissory Note – Related Party.” Administrative Service Fee The Company entered into an agreement whereby, commencing on January 11, 2021, the Company has agreed to pay the Sponsor or an affiliate of the Sponsor an amount up to a total of $10,000 per month for office space, utilities, secretarial support and administrative services. During each of the three and six months ended June 30, 2022 and 2021, under incurred $30 and $60,000, respectively, , which is included in due to related party on the accompanying balance sheet as of June 30, 2022 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 6 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. June 30, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Liabilities: Warrant liability – Private Placement Warrants $ 373,701 $ — $ — $ 373,701 $ 373,701 $ — $ — $ 373,701 December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2021 (Level 1) (Level 2) (Level 3) Liabilities: Warrant liability – Private Placement Warrants $ 5,044,441 $ — $ — $ 5,044,441 $ 5,044,441 $ — $ — $ 5,044,441 Cash and securities held As of June 30, 2022, approximately $2,281 funds approximately million treasury securities. As of December 31, 2021, investment in the Company’s Trust Account consisted of approximately $1,000 in U.S. Money Market funds and approximately $276.1 million, in U.S. treasury securities. U.S. treasury The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on June 30, 2022 and December 31 Carrying Value/Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value as of June 30, 2022 U.S. Money Market $ 2,281 $ — $ — $ 2,281 U.S. Treasury Securities 276,398,959 — 25,149 276, 373,810 $ 276, 401,240 $ — $ 4,218 $ 276, 376,091 Carrying Value/Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 U.S. Money Market $ 979 $ — $ — $ 979 U.S. Treasury Securities 276,114,465 4,535 — 276,119,000 $ 276,115,444 $ 4,535 $ — $ 276,119,979 Warrant liability - Private Placement Warrants The estimated fair value of the Private Placement Warrants was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the Private Placement Warrants. The expected life of the Private Placement Warrants is simulated based on management assumptions regarding the timing and likelihood of completing a Business Combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at December 23, 2021: Input December 23, 2021 Expected term (years) 5.43 Expected volatility 13.20 % Risk-free interest rate 1.21 % Stock price $ 9.88 Dividend yield 0.00 % Exercise price $ 11.50 The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at June 30, 2022 and December 31, 2021: Input June 30, 2022 December 31, 2021 Expected term (years) 5.25 5.40 Expected volatility 4.5 % 11.70 % Risk-free interest rate 3.01 % 1.20 % Stock price $ 9.84 $ 9.90 Dividend yield 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 The following table sets forth a summary of the changes in the Level 3 fair value classification: Warrant Liability Fair value as of December 31, 2021 $ 5,044,441 Change in fair value (1,747,419 ) Fair value as of March 31, 2022 $ 3,297,022 Change in fair value (2,923,321 ) Fair value as of June 30, 2022 $ 373,701 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed on January 11, 2021, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The 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 underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the IPO, or $5,520,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $9,660,000. Business Combination Agreement On November 29, 2021, the Company entered into an agreement and plan of merger (the “Merger Agreement”) by and among the Company, ADEX Merger Sub, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of the Company (“Merger Sub”), and GRIID. On December 23, 2021 the parties to the Merger Agreement amended the Merger Agreement. The Merger Agreement, as amended, provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into GRIID (the “Merger”), the separate limited liability company existence of Merger Sub will cease and GRIID, as the surviving company of the Merger, will continue its existence under the Limited Liability Company Act of the State of Delaware as a wholly owned subsidiary of the Company. The Merger Agreement and the transactions contemplated thereby were unanimously approved by the board of directors of the Company and the board of managers of GRIID. At the closing of the Merger (the “Closing”), the limited liability company membership interests of Merger Sub will be converted into an equivalent limited liability company membership interest in GRIID and each limited liability company membership unit of GRIID that is issued and outstanding immediately prior to the effective time of the merger will automatically be converted into and become the right to receive such unit’s proportionate share, as determined in accordance with the Merger Agreement, of 308,100,000 shares of the Company’s common stock. The parties to the Merger Agreement have agreed to customary representations and warranties for transactions of this type. Additionally, under the Merger Agreement, the obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions. The Merger Agreement includes a remedy of specific performance for the parties. The Merger Agreement may be terminated under certain customary circumstances at any time prior to the Closing, including, (i) by mutual written consent of GRIID and the Company, or (ii) by the Company or GRIID, if (a) the Closing has not occurred by May 29, 2022 (subject to extension for 60 days or 90 days in certain circumstances), (b) the other party has breached any of its representations, warranties, covenants or agreements in the Merger Agreement and such breach has caused the failure of the closing condition related to the accuracy of such other party’s representations and warranties or such other party’s compliance with its covenants (subject to a cure period), (c) any governmental entity has issued a final, non-appealable order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the Merger Agreement, (d) the Company’s stockholder meeting to vote on the Merger has been held and the ADEX Stockholder Approval has not been obtained or (e) the GRIID Written Consent has not been obtained in the time period set forth in the Merger Agreement. If the Merger Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or any further obligation under the Merger Agreement other than customary confidentiality obligations, except in the case of Willful Breach or Fraud (each, as defined in the Merger Agreement). Vendor Agreements On August 17, 2021, the Company entered into a master services agreement (the “Evolve Agreement”) with Evolve Security, LLC (“Evolve”) for cybersecurity due diligence services related to the Merger. Under the Evolve Agreement, the Company paid Evolve $55,000. On August 17, 2021, the Company entered into an engagement letter (the “Edelstein Letter”) with Edelstein & Company, LLP (“Edelstein”) for accounting due diligence services related to the Merger. Under the Edelstein Letter, Edelstein estimated its fees payable by the Company to be $16,000. On August 17, 2021, the Company entered into an engagement letter (the “Lincoln Letter”) with Lincoln International LLC (“Lincoln”) for fairness opinion services related to the Merger. Under the Lincoln Letter, Lincoln will be entitled to receive a contingent fee in the amount of $500,000 plus expenses upon the consummation of the Merger. On August 18, 2021, the Company entered into a consulting agreement (the “Consulting Agreement”) with Arthur D. Little LLC (“ADL”) for technical and commercial due diligence services related to the Merger. Under the Consulting Agreement, ADL will receive a contingent fee in the amount of $250,000 plus expenses upon the consummation of the Merger. On September 13, 2021, the Company entered into an engagement letter (the “M&A Engagement Letter”) with Wells Fargo Securities, LLC (“Wells”), pursuant to which Wells would serve as financial advisor in connection with contemplated acquisitions made by the Company. Under the M&A Engagement Letter, Wells would receive $3,500,000 upon the consummation of a business combination, and would be entitled to 30% of any break-up fee the Company receives upon the termination of a business combination agreement. On September 14, 2021, the Company entered into engagement letters relating to a private investment in public equity (“PIPE”) financing (the “PIPE Engagement Letter”) and capital markets advisory services (the “Capital Markets Engagement Letter”), each with Wells. Under the PIPE Engagement Letter, Wells would receive a contingent fee equal to 4% of the gross proceeds of securities sold in the PIPE plus expenses. The Company will be obligated to pay an additional $1,500,000 if the |
Stockholder's Deficit
Stockholder's Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders Equity Note [Abstract] | |
Stockholder's Deficit | Note 8 — Stockholders’ Deficit Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. As of June 30, 2022 and December 31, 2021, there were 34,500,000 shares of common stock issued and outstanding, including 27,600,000 shares of common stock subject to possible redemption. Public Warrants — 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 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of 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 shares of 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 any shares of common stock upon exercise of a warrant unless 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. If the Company’s common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies 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 maintain in effect a registration statement, but it will be required to use its best 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 redeem the Public Warrants: • 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 reported last sale price of the 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 trading day period commencing once the warrants become exercisable and ending commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, 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, 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 Company has established the last of the redemption criteria discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the common stock may fall below the $18.00 redemption trigger price as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. If the Company calls the warrants for redemption as described above, management will have the option to require any holder that wishes to exercise its warrant including the holders (other than the original holders) of the Private Placement Warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of common stock issuable upon the exercise of the warrants. If management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of common stock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. If the Company calls the warrants for redemption and management does not take advantage of this option, the holders of the Private Placement Warrants and their permitted transferees would still be entitled to exercise their Private Placement Warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis. 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, 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 common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of 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 common stock during the 10 trading day period starting on the trading day prior 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated Based upon this review other than noted below consolidated |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated consolidated and six June 30, 2022 2022 The accompanying unaudited condensed consolidated 10-K March 18, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, ADEX Merger Sub, LLC. There has been no intercompany activity since inception. |
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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated consolidated f Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three June 30, 2022 |
Cash and Securities Held in Trust Account | Cash and Securities Cash and securities held in Trust Account consist of United States securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with ASC Topic 320 “Investments Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “Trust interest income” line item in the statements of operations. Trust interest income is recognized when earned. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash and promissory note to related party are estimated to approximate the carrying values as of June 30, 2022 and December 31 The fair value of the Private Placement Warrants is based on a Monte Carlo valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as Level 3. See Note 6 for additional information on assets and liabilities measured at fair value. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2022 2021 |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption All of the 27,600,000 shares of common stock sold as part of the Units (see Note 3) contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Company’s amended and restated articles of incorporation. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares of common stock subject to redemption to be classified outside of permanent equity. Therefore, all 27,600,000 shares of common stock were classified outside of permanent equity as of June 30, 2022 and December 31, 2021. The Company recognizes changes in redemption value immediately as they occur upon the IPO and will adjust the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of common stock are recorded as charges against additional paid-in capital and accumulated deficit. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company has two categories of shares, which are referred to as redeemable shares of common stock and non-redeemable shares of common stock. Earnings and losses are shared pro rata between the two categories of shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each category for the three and six months ended June 30, 2022 Three Months Ended Six Months Ended 2022 2021 2022 2021 Redeemable common Non- Redeemable common Non- Redeemable common Non- Redeemable common Non- Basic and diluted net income (loss) per share : Numerator: Allocation of net income (loss) $ 2,150,495 $ 537,624 $ (95,671 ) (23,918 ) $ 3,124,684 $ 781,171 $ (133,286 ) (36,257 ) Denominator: Weighted Average Shares Outstanding including common stock subject to redemption 27,600,000 6,900,000 27,600,000 6,900,000 27,600,000 6,900,000 25,365,746 6,900,000 Basic and diluted net income (loss) per share $ 0.08 $ 0.08 $ (0.00 ) (0.00 ) $ 0.11 $ 0.11 $ (0.01 ) (0.01 ) |
Offering Costs Associated with Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO . The Company incurred offering costs amounting to $15,831,036 as a result of the IPO 5,520,000 9,660,000 651,036 |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, 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 ASC 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Stock (“ASC 815-40”).” The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. At June 30, 2022 and December 31, 2021, the Company has evaluated both the Public Warrants (as defined below) and Private Placement Warrants under ASC 480 and ASC 815-40. Such guidance provides that because the Private Placement Warrants do not meet the criteria for equity treatment thereunder, each Private Placement Warrant must be recorded as a liability. Accordingly, the Company classified each Private Placement Warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations. The Private Placement Warrants had met the requirement for equity accounting treatment when initially issued. On the date of IPO, the Company’s Private Placement Warrants met the criteria for equity classification. On December 23, 2021, the Private Placement Warrants were modified such that the Private Placement Warrants no longer meet the criteria for equity treatment. As such, the Private Placement Warrants were treated as derivative liability instruments from the date of the modification. |
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 effective tax rate was 2.40% and 0.00% for the three months ended June 30, 2022 and 2021, respectively, and 1.66% and 0.00% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended March 31, 2022 and 2021, due to changes in fair value in warrant liability, changes in fair value in the PIPE derivative liability, and the valuation allowance on the deferred tax assets. 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 to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the Company’s condensed consolidated consolidated consolidated |
Recent Accounting Pronouncements | Recent Accounting Standards In August 2020, the 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, 2024 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 operations or cash flows. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated statements |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Net Income (Loss) Per Share of Common Stock | The Company has two categories of shares, which are referred to as redeemable shares of common stock and non-redeemable shares of common stock. Earnings and losses are shared pro rata between the two categories of shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each category for the three and six months ended June 30, 2022 Three Months Ended Six Months Ended 2022 2021 2022 2021 Redeemable common Non- Redeemable common Non- Redeemable common Non- Redeemable common Non- Basic and diluted net income (loss) per share : Numerator: Allocation of net income (loss) $ 2,150,495 $ 537,624 $ (95,671 ) (23,918 ) $ 3,124,684 $ 781,171 $ (133,286 ) (36,257 ) Denominator: Weighted Average Shares Outstanding including common stock subject to redemption 27,600,000 6,900,000 27,600,000 6,900,000 27,600,000 6,900,000 25,365,746 6,900,000 Basic and diluted net income (loss) per share $ 0.08 $ 0.08 $ (0.00 ) (0.00 ) $ 0.11 $ 0.11 $ (0.01 ) (0.01 ) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Initial Public Offering [Abstract] | |
Schedule of Contingently Redeemable Common Stock | As of June 30, 2022 Gross proceeds from public issuance $ 276,000,000 Less: Proceeds allocated to public warrants (16,771,351) Common stock issuance costs (14,849,933 ) Plus: Accretion of carrying value to redemption value 31,621,284 Common stock subject to possible redemption, December 31, 2021 276,000,000 Plus: Accretion of carrying value to redemption value 239,154 Common stock subject to possible redemption, June 30, 2022 $ 276,239,154 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. June 30, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Liabilities: Warrant liability – Private Placement Warrants $ 373,701 $ — $ — $ 373,701 $ 373,701 $ — $ — $ 373,701 December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2021 (Level 1) (Level 2) (Level 3) Liabilities: Warrant liability – Private Placement Warrants $ 5,044,441 $ — $ — $ 5,044,441 $ 5,044,441 $ — $ — $ 5,044,441 |
Schedule of Carrying Value, Excluding Gross Unrealized Holding Loss and Fair Value of Held to Maturity Securities | The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on June 30, 2022 and December 31 Carrying Value/Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value as of June 30, 2022 U.S. Money Market $ 2,281 $ — $ — $ 2,281 U.S. Treasury Securities 276,398,959 — 25,149 276, 373,810 $ 276, 401,240 $ — $ 4,218 $ 276, 376,091 Carrying Value/Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 U.S. Money Market $ 979 $ — $ — $ 979 U.S. Treasury Securities 276,114,465 4,535 — 276,119,000 $ 276,115,444 $ 4,535 $ — $ 276,119,979 |
Schedule of Key Inputs into Monte Carlo Simulation Model for Warrants | The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at December 23, 2021: Input December 23, 2021 Expected term (years) 5.43 Expected volatility 13.20 % Risk-free interest rate 1.21 % Stock price $ 9.88 Dividend yield 0.00 % Exercise price $ 11.50 The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at June 30, 2022 and December 31, 2021: Input June 30, 2022 December 31, 2021 Expected term (years) 5.25 5.40 Expected volatility 4.5 % 11.70 % Risk-free interest rate 3.01 % 1.20 % Stock price $ 9.84 $ 9.90 Dividend yield 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 |
Summary of Changes in Fair Value | The following table sets forth a summary of the changes in the Level 3 fair value classification: Warrant Liability Fair value as of December 31, 2021 $ 5,044,441 Change in fair value (1,747,419 ) Fair value as of March 31, 2022 $ 3,297,022 Change in fair value (2,923,321 ) Fair value as of June 30, 2022 $ 373,701 |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Details) | 1 Months Ended | 6 Months Ended | |||||
Jan. 19, 2021 USD ($) $ / shares shares | Jan. 14, 2021 USD ($) $ / shares shares | Oct. 31, 2020 USD ($) | Jun. 30, 2022 USD ($) Subsidiary $ / shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Organization And Basis Of Operations [Line Items] | |||||||
Gross proceeds from issuance of initial public offering | $ 276,000,000 | ||||||
Number of private placement warrants sold | shares | 720,000 | 6,550,000 | |||||
Sale price per private placement warrant | $ / shares | $ 1 | $ 1 | |||||
Proceeds from private placement | $ 720,000 | $ 6,550,000 | $ 7,270,000 | ||||
Period of underwriters option to purchase units | 45 days | ||||||
Deferred underwriting fees | $ 720,000 | ||||||
Transaction costs | 13,836,086 | ||||||
Underwriting discount | 4,800,000 | ||||||
Deferred underwriting discount | 8,400,000 | ||||||
Other offering costs | $ 636,086 | ||||||
Net proceeds placed in Trust Account | $ 276,000,000 | ||||||
Anticipated stock redemption price per share | $ / shares | $ 10 | ||||||
Minimum net intangible assets required for business combination | $ 5,000,001 | ||||||
Restriction on redeeming shares in case of stockholder approval of business combination | 15% | ||||||
Business combination incomplete, percentage of stock redemption | 100% | ||||||
Business combination, completion date of acquisition | Jan. 14, 2023 | ||||||
Business combination incomplete, maximum dissolution expenses to be paid | $ 100,000 | ||||||
Price per public share reduction to amount held in Trust Account | $ / shares | $ 10 | ||||||
Operating bank account balance | $ 100,000 | ||||||
Working capital | 3,400,000 | ||||||
Franchise tax payable | 139,450 | ||||||
Income taxes payable | 22,636 | ||||||
Maximum | |||||||
Organization And Basis Of Operations [Line Items] | |||||||
Underwriters option to purchase additional units | shares | 3,600,000 | ||||||
Guarantor obligation expenses, liquidation proceeds amount | $ 100,000 | ||||||
IPO | |||||||
Organization And Basis Of Operations [Line Items] | |||||||
Stock issued during period | shares | 24,000,000 | ||||||
Shares issued price per share | $ / shares | $ 10 | $ 10 | |||||
Gross proceeds from issuance of initial public offering | $ 240,000,000 | ||||||
Transaction costs | $ 15,831,036 | ||||||
Underwriting discount | 5,520,000 | ||||||
Deferred underwriting discount | 9,660,000 | ||||||
Other offering costs | $ 651,036 | ||||||
Over-allotment Option | |||||||
Organization And Basis Of Operations [Line Items] | |||||||
Stock issued during period | shares | 3,600,000 | ||||||
Aggregate gross proceeds from exercise of underwriters over allotment option | $ 36,000,000 | ||||||
Net proceeds placed in Trust Account | $ 276,000,000 | ||||||
Initial Public Offering, Over Allotment and Private Placement | |||||||
Organization And Basis Of Operations [Line Items] | |||||||
Shares issued price per share | $ / shares | $ 10 | ||||||
ADEX Merger Sub, LLC | |||||||
Organization And Basis Of Operations [Line Items] | |||||||
Number of subsidiary | Subsidiary | 1 | ||||||
Date of incorporation | Nov. 24, 2021 | ||||||
Sponsor | Promissory Note | |||||||
Organization And Basis Of Operations [Line Items] | |||||||
Promissory note - related party | $ 0 | $ 0 | $ 150,000 | ||||
Sponsor | Founder Shares | |||||||
Organization And Basis Of Operations [Line Items] | |||||||
Related party offering costs | $ 25,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jan. 14, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Federal deposit insurance coverage | $ 250,000 | |||||
Deferred offering costs | $ 13,836,086 | |||||
Underwriting discount | 4,800,000 | |||||
Deferred underwriting discount | 8,400,000 | |||||
Other offering costs | $ 636,086 | |||||
Effective income tax rate | 2.40% | 0% | 1.66% | 0% | ||
Effective income tax rate from the statutory tax rate | 21% | 21% | 21% | 21% | ||
Common stock, shares redemption | 27,600,000 | 27,600,000 | 27,600,000 | |||
IPO | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Deferred offering costs | $ 15,831,036 | $ 15,831,036 | ||||
Underwriting discount | 5,520,000 | |||||
Deferred underwriting discount | $ 9,660,000 | 9,660,000 | ||||
Other offering costs | $ 651,036 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Net Income (Loss) Per Share of Common Stock (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||
Allocation of net income (loss) Redeemable | $ 2,150,495 | $ (95,671) | $ 3,124,684 | $ (133,286) |
Allocation of net income (loss) Non-Redeemable | $ 537,624 | $ (23,918) | $ 781,171 | $ (36,257) |
Denominator: | ||||
Weighted Average Shares Outstanding including common stock subject to redemption Redeemable, Basic | 27,600,000 | 27,600,000 | 27,600,000 | 25,365,746 |
Weighted Average Shares Outstanding including common stock subject to redemption Redeemable, Diluted | 27,600,000 | 27,600,000 | 27,600,000 | 25,365,746 |
Basic net income (loss) per share, Redeemable | $ 0.08 | $ 0 | $ 0.11 | $ (0.01) |
Diluted net income (loss) per share, Redeemable | $ 0.08 | $ 0 | $ 0.11 | $ (0.01) |
Weighted Average Shares Outstanding including common stock subject to redemption Non-Redeemable, Basic | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 |
Weighted Average Shares Outstanding including common stock subject to redemption Non-Redeemable, Diluted | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 |
Basic net income (loss) per share, Non-Redeemable | $ 0.08 | $ 0 | $ 0.11 | $ (0.01) |
Diluted net income (loss) per share, Non-Redeemable | $ 0.08 | $ 0 | $ 0.11 | $ (0.01) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | 6 Months Ended | ||
Jan. 19, 2021 | Jan. 14, 2021 | Jun. 30, 2022 | |
Initial Public Offering [Line Items] | |||
Common stock price per share | $ 12 | ||
Amount held in trust account | $ 276,000,000 | ||
Public Warrant | |||
Initial Public Offering [Line Items] | |||
Number of sale units | 24,000,000 | ||
Purchase price per unit | $ 10 | ||
Common stock price per share | $ 11.50 | ||
Description of conversion feature | Pursuant to the IPO on January 14, 2021, the Company sold 24,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one-half of one warrant to purchase one share of common stock (“Public Warrant”). | ||
IPO | |||
Initial Public Offering [Line Items] | |||
Number of sale units | 24,000,000 | ||
Purchase price per unit | $ 10 | $ 10 | |
Common stock price per share | $ 11.50 | ||
Over-Allotment Option | |||
Initial Public Offering [Line Items] | |||
Number of sale units | 3,600,000 | ||
Amount held in trust account | $ 276,000,000 |
Initial Public Offering - Sched
Initial Public Offering - Schedule of Contingently Redeemable Common Stock (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Initial Public Offering [Abstract] | ||
Gross proceeds from issuance of initial public offering | $ 276,000,000 | |
Proceeds allocated to public warrants | (16,771,351) | |
Payment of deferred offering costs | (14,849,933) | |
Accretion of carrying value to redemption value | 239,154 | $ 31,621,284 |
Common stock subject to possible redemption | $ 276,239,154 | $ 276,000,000 |
Private Placement- Additional I
Private Placement- Additional Information (Details) - USD ($) | 6 Months Ended | |||
Jan. 19, 2021 | Jan. 14, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Private Placement [Line Items] | ||||
Sale of private placement warrants | 720,000 | 6,550,000 | ||
Cost of per private placement warrant | $ 1 | $ 1 | ||
Proceeds from issuance of private placement | $ 720,000 | $ 6,550,000 | $ 7,270,000 | |
Common stock price per share | $ 12 | |||
Over-allotment Option | ||||
Private Placement [Line Items] | ||||
Underwriters exercise of over-allotment option | 3,600,000 | |||
IPO | ||||
Private Placement [Line Items] | ||||
Underwriters exercise of over-allotment option | 24,000,000 | |||
Common stock price per share | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Aug. 06, 2021 | Jul. 28, 2021 | Apr. 17, 2021 | Jan. 19, 2021 | Jan. 11, 2021 | Oct. 27, 2020 | Oct. 23, 2020 | Oct. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||||||||||
Share holding period upon closing of business combination | 1 year | |||||||||||||
Common stock price per share | $ 12 | $ 12 | ||||||||||||
Number of trading days | 20 days | |||||||||||||
Number of consecutive trading days | 30 days | |||||||||||||
Minimum share holding period upon closing of business combination | 150 days | |||||||||||||
Payable to related parties | $ 400,000 | |||||||||||||
Units profit interest percentage | 0.50% | |||||||||||||
Related party transaction, description | The cash payment will become due and payable on the earlier to occur of: (i) April 26, 2022 and (ii) the date on which GRIID consummates a merger with a special purpose acquisition company, qualified initial public offering, or other change of control transaction (each, a “qualifying transaction”). | |||||||||||||
Related party transaction,payment due date | Apr. 26, 2022 | |||||||||||||
Related party transaction, vesting description | The units will vest as to one-fourth on April 16, 2022, and 1/36th on the 17th day of each month thereafter, subject to such entity’s continued service through such vesting dates; provided, however, that any unvested units shall fully vest upon a qualifying transaction. | |||||||||||||
Related party transaction for offering and operating costs | $ 80,000 | $ 20,000 | ||||||||||||
Exercise price per warrant | $ 1 | $ 1 | ||||||||||||
New Promissory Note | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Working capital loans outstanding | $ 150,000 | $ 150,000 | 150,000 | |||||||||||
Maximum | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Warrants issuable on notes conversion upon completion of business combination | 2,000,000 | 2,000,000 | ||||||||||||
Sponsor | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transaction, total cost incurred under agreement | 30,000 | $ 30,000 | $ 60,000 | $ 60,000 | ||||||||||
Sponsor | Promissory Note | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Aggregate principal amount | $ 150,000 | |||||||||||||
Debt instrument, payment terms | The Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2021, (ii) the consummation of the IPO, (iii) the abandonment of the IPO and (iv) an Event of Default (as defined in the Promissory Note) | |||||||||||||
Debt instrument, maturity date | Jun. 30, 2021 | |||||||||||||
Promissory note - related party | 0 | $ 0 | 0 | $ 150,000 | ||||||||||
Repayments to sponsor | $ 150,000 | |||||||||||||
Sponsor | New Promissory Note | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Aggregate principal amount | $ 300,000 | |||||||||||||
Debt instrument, maturity date | Jan. 14, 2023 | |||||||||||||
Exercise price per warrant | $ 1 | |||||||||||||
Promissory note - related party | $ 150,000 | $ 150,000 | $ 150,000 | |||||||||||
Sponsor | Maximum | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transaction, administrative service fee per month | $ 10,000 | |||||||||||||
Founder Shares | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of common stock, shares | 6,900,000 | |||||||||||||
Common stock dividend, shares | 1,150,000 | |||||||||||||
Ownership percentage of initial stockholders | 20% | |||||||||||||
Common stock, shares not subject to forfeiture | 900,000 | |||||||||||||
Founder Shares | Sponsor | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party offering costs | $ 25,000 | |||||||||||||
Issuance of common stock, shares | 5,750,000 | |||||||||||||
Founder Shares | Independent Directors | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of common stock, shares | 10,000 | |||||||||||||
Founder Shares | Industry Advisors | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of common stock, shares | 7,500 | |||||||||||||
Founder Shares | Advisor | Maximum | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, shares subject to forfeiture | 900,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Liabilities, fair value | $ 373,701 | $ 5,044,441 |
Significant Other Unobservable Inputs (Level 3) | ||
Liabilities: | ||
Liabilities, fair value | 373,701 | 5,044,441 |
Warrant liability – Private Placement Warrants | ||
Liabilities: | ||
Liabilities, fair value | 373,701 | 5,044,441 |
Warrant liability – Private Placement Warrants | Significant Other Unobservable Inputs (Level 3) | ||
Liabilities: | ||
Liabilities, fair value | $ 373,701 | $ 5,044,441 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Cash And Securities Held In Trust Account [Line Items] | ||
Cash and securities held in Trust Account | $ 276,401,240 | $ 276,115,444 |
Minimum [Member] | ||
Cash And Securities Held In Trust Account [Line Items] | ||
Short term investments original maturity term | 3 months | |
Maximum | ||
Cash And Securities Held In Trust Account [Line Items] | ||
Short term investments original maturity term | 1 year | |
U.S. Money Market | ||
Cash And Securities Held In Trust Account [Line Items] | ||
Cash and securities held in Trust Account | $ 2,281 | 1,000 |
U.S. Treasury Securities | ||
Cash And Securities Held In Trust Account [Line Items] | ||
Cash and securities held in Trust Account | $ 276,400,000 | $ 276,100,000 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Carrying Value, Excluding Gross Unrealized Holding Loss and Fair Value of Held to Maturity Securities (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Held To Maturity Securities [Line Items] | ||
Investment Securities Held-to-Maturity, Carrying Value/Amortized Cost | $ 276,401,240 | $ 276,115,444 |
Investment Securities Held-to-Maturity, Gross Unrealized Gains | 4,535 | |
Investment Securities Held-to-Maturity, Gross Unrealized Losses | 4,218 | |
Investment Securities Held-to-Maturity, Fair Value | 276,376,091 | 276,119,979 |
U.S. Money Market | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Investment Securities Held-to-Maturity, Carrying Value/Amortized Cost | 2,281 | 979 |
Investment Securities Held-to-Maturity, Fair Value | 2,281 | 979 |
U.S. Treasury Securities | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Investment Securities Held-to-Maturity, Carrying Value/Amortized Cost | 276,398,959 | 276,114,465 |
Investment Securities Held-to-Maturity, Gross Unrealized Gains | 4,535 | |
Investment Securities Held-to-Maturity, Gross Unrealized Losses | 25,149 | |
Investment Securities Held-to-Maturity, Fair Value | $ 276,373,810 | $ 276,119,000 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Key Inputs into Monte Carlo Simulation Model for Warrants (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Dec. 23, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |||
Expected term (years) | 5 years 5 months 4 days | 5 years 3 months | 5 years 4 months 24 days |
Expected volatility | 13.20% | 4.50% | 11.70% |
Risk-free interest rate | 1.21% | 3.01% | 1.20% |
Stock price | $ 9.88 | $ 9.84 | $ 9.90 |
Dividend yield | 0% | 0% | 0% |
Exercise price | $ 11.50 | $ 11.50 | $ 11.50 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value (Details) - Level 3 - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair value | $ 3,297,022 | $ 5,044,441 |
Change in fair value | (2,923,321) | (1,747,419) |
Fair value | $ 373,701 | $ 3,297,022 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 6 Months Ended | |||||||
Nov. 29, 2021 | Sep. 14, 2021 | Sep. 13, 2021 | Aug. 17, 2021 | Jan. 19, 2021 | Jan. 14, 2021 | Jun. 30, 2022 | Aug. 18, 2021 | |
Commitments And Contingencies [Line Items] | ||||||||
Registration rights agreement date | Jan. 11, 2021 | |||||||
Registration rights agreement term | The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed on January 11, 2021, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The 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. | |||||||
Gross proceeds from issuance of initial public offering | $ 276,000,000 | |||||||
Deferred underwriting fees | $ 720,000 | |||||||
Wells | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Contingent fee upon consummation of merger | $ 3,500,000 | $ 3,500,000 | ||||||
Percentage of break up fee upon termination of business combination agreement | 30% | |||||||
Percentage of contingent fee | 4% | |||||||
Additional contingent fee upon consummation of merger | $ 1,500,000 | |||||||
Gross proceeds of securities sold in PIPE | $ 100,000,000 | |||||||
GRIID | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Business acquisition, number of shares issued | 308,100,000 | |||||||
IPO | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Gross proceeds from issuance of initial public offering | $ 240,000,000 | |||||||
Underwriting Agreement | IPO | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Underwriting discount paid in cash on gross proceeds of IPO percentage | 2% | |||||||
Gross proceeds from issuance of initial public offering | $ 5,520,000 | |||||||
Deferred fee on gross proceeds of IPO percentage | 3.50% | |||||||
Deferred underwriting fees | $ 9,660,000 | |||||||
Cybersecurity Due Diligence Services | Evolve | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Merger related costs | $ 55,000 | |||||||
Accounting Due Diligence Services | Edelstein | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Merger related costs | 16,000 | |||||||
Fairness Opinion Services | Lincoln | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Contingent fee upon consummation of merger | $ 500,000 | |||||||
Technical and Commercial Due Diligence Services | ADL | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Contingent fee upon consummation of merger | $ 250,000 |
Stockholder's Deficit - Additio
Stockholder's Deficit - Additional Information (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Stockholders Equity Note [Abstract] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued including shares subject to possible redemption | 34,500,000 | 34,500,000 |
Common stock, shares outstanding including shares subject to possible redemption | 34,500,000 | 34,500,000 |
Common stock, shares redemption | 27,600,000 | 27,600,000 |
Warrants exercisable period after completion of business combination | 30 days | |
Warrant expiration period after completion of business combination or earlier upon redemption or liquidation. | 5 years | |
Warrants exercisable | 0 | |
Redemption price per warrant | $ 0.01 | |
Minimum period of prior written notice of redemption of warrants | 30 days | |
Minimum price per share required for redemption of warrants | $ 18 | |
Warrants redemption covenant, threshold trading days | 20 days | |
Warrants redemption covenant threshold consecutive trading days | 30 days | |
Number of business days before sending notice of redemption period | 3 days | |
Redemption triggering price of warrants | $ 18 | |
Warrants redemption exercise price per share | 11.50 | |
Maximum effective issue price to closing of business combination | $ 9.20 | |
Minimum percentage of total equity proceeds from issuances | 60% | |
Number of trading days prior on consummates business combination | 10 days | |
Percentage of exercise price of warrants adjusted equal to higher of market value and newly issued price | 115% | |
Percentage of warrant redemption trigger price adjusted equal to higher of market value and newly issued price. | 180% |