Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 10, 2022 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity Registrant Name | KKR ACQUISITION HOLDINGS I CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-40225 | |
Entity Tax Identification Number | 86-1506732 | |
Entity Address, Address Line One | 30 Hudson Yards, Suite 7500 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10001 | |
City Area Code | 212 | |
Local Phone Number | 750-8300 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001843212 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one redeemable Warrant | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one redeemable Warrant | |
Trading Symbol | KAHC.U | |
Security Exchange Name | NYSE | |
Class A common stock, par value $0.0001 per share | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | KAHC | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 138,000,000 | |
Redeemable Warrants, each whole Warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each whole Warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | |
Trading Symbol | KAHC WS | |
Security Exchange Name | NYSE | |
Class B Common Stock | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 34,500,000 |
BALANCE SHEET
BALANCE SHEET - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 1,584,884 | $ 1,584,884 |
Prepaid expenses | 1,359,844 | 1,483,466 |
Total current assets | 2,944,728 | 3,068,350 |
Prepaid expenses, less current portion | 0 | 247,243 |
Investments held in Trust Account | 1,380,213,705 | 1,380,085,256 |
Total Assets | 1,383,158,433 | 1,383,400,849 |
Current liabilities: | ||
Accounts payable | 440,341 | 185,092 |
Accrued expenses | 612,960 | 618,719 |
Franchise tax payable | 238,955 | 190,187 |
Due to related party | 2,085,037 | 1,667,702 |
Total current liabilities | 3,377,293 | 2,661,700 |
Derivative warrant liabilities | 37,331,330 | 57,102,670 |
Deferred underwriting commissions | 48,300,000 | 48,300,000 |
Total liabilities | 89,008,623 | 108,064,370 |
Commitments and Contingencies | ||
Class A common shares subject to possible redemption | 1,380,000,000 | 1,380,000,000 |
Stockholders’ Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (85,853,640) | (104,666,971) |
Total stockholders’ deficit | (85,850,190) | (104,663,521) |
Total Liabilities and Stockholders’ Deficit | 1,383,158,433 | 1,383,400,849 |
Class A Common Stock | ||
Current liabilities: | ||
Class A common shares subject to possible redemption | 1,380,000,000 | 1,380,000,000 |
Stockholders’ Deficit: | ||
Common stock, value, issued | 0 | 0 |
Class B Common Stock | ||
Stockholders’ Deficit: | ||
Common stock, value, issued | $ 3,450 | $ 3,450 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 16, 2021 | Jan. 25, 2021 |
Stockholders’ Deficit: | ||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Class A Common Stock | ||||
Liabilities and Stockholders’ Deficit: | ||||
Common stock, shares subject to possible redemption (in shares) | 138,000,000 | 138,000,000 | ||
Stockholders’ Deficit: | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||
Common stock, shares issued (in shares) | 0 | 0 | ||
Common stock, shares outstanding (in shares) | 0 | 0 | ||
Class B Common Stock | ||||
Stockholders’ Deficit: | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||
Common stock, shares issued (in shares) | 34,500,000 | 34,500,000 | ||
Common stock, shares outstanding (in shares) | 34,500,000 | 34,500,000 | 34,500,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
General and administrative expenses | $ 1,037,691 | $ 247,686 |
Franchise tax expense | 48,767 | 41,146 |
Loss from operations | (1,086,458) | (288,832) |
Change in fair value of derivative warrant liabilities | 19,771,340 | (3,591,330) |
Offering costs associated with derivative warrant liabilities | 0 | (2,189,290) |
Income from investments held in Trust Account | 128,449 | 5,899 |
Net income | $ 18,813,331 | $ (6,063,553) |
Class A Common Stock | ||
Basic weighted average shares outstanding of Class A common stock subject to possible redemption (in shares) | 138,000,000 | 23,298,701 |
Diluted weighted average shares outstanding of Class A common stock subject to possible redemption (in shares) | 138,000,000 | 23,298,701 |
Basic net income (loss) per share, Class A common stock subject to possible redemption (in dollars per share) | $ 0.11 | $ (2.46) |
Diluted net income (loss) per share, Class A common stock subject to possible redemption (in dollars per share) | $ 0.11 | $ (2.46) |
Class B Common Stock | ||
Basic weighted average shares outstanding of Class B comon stock (in shares) | 34,500,000 | 25,662,338 |
Diluted weighted average shares outstanding of Class B comon stock (in shares) | 34,500,000 | 25,662,338 |
Basic net income (loss) per share, Class B common stock (in dollars per share) | $ 0.11 | $ (2.46) |
Diluted net income (loss) per share, Class B common stock (in dollars per share) | $ 0.11 | $ (2.46) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning balance (in shares) at Jan. 13, 2021 | 0 | 0 | |||
Beginning balance at Jan. 13, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B common stock to Sponsor (in shares) | 34,500,000 | ||||
Issuance of Class B common stock to Sponsor | 25,000 | $ 3,450 | 21,550 | ||
Excess of Fair Value Paid by Private Placement Warrant holders | 6,737,330 | 6,737,330 | |||
Subsequent measurement of Class A common stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital | (6,758,880) | (6,758,880) | |||
Subsequent measurement of Class A common stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit | (107,396,898) | (107,396,898) | |||
Net income (loss) | (6,063,553) | (6,063,553) | |||
Ending balance (in shares) at Mar. 31, 2021 | 0 | 34,500,000 | |||
Ending balance at Mar. 31, 2021 | (113,457,001) | $ 0 | $ 3,450 | 0 | (113,460,451) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 34,500,000 | |||
Beginning balance at Dec. 31, 2021 | (104,663,521) | $ 0 | $ 3,450 | 0 | (104,666,971) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 18,813,331 | 18,813,331 | |||
Ending balance (in shares) at Mar. 31, 2022 | 0 | 34,500,000 | |||
Ending balance at Mar. 31, 2022 | $ (85,850,190) | $ 0 | $ 3,450 | $ 0 | $ (85,853,640) |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 18,813,331 | $ (6,063,553) |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of derivative warrant liabilities | (19,771,340) | 3,591,330 |
Offering costs associated with derivative warrant liabilities | 0 | 2,189,290 |
Income from investments held in Trust Account | (128,449) | (5,899) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 370,865 | (24,517) |
Accounts payable | 255,249 | 36,963 |
Accrued expenses | (5,759) | 5,917 |
Franchise tax payable | 48,768 | 41,146 |
Due to related party | 417,335 | 1,106,703 |
Net cash used in operating activities | 0 | 877,380 |
Cash Flows from Investing Activities | ||
Cash deposited in Trust Account | 0 | (1,380,000,000) |
Net cash used in investing activities | 0 | (1,380,000,000) |
Cash Flows from Financing Activities: | ||
Repayment of note payable to related party | 0 | (449,513) |
Proceeds from notes payable to related party | 0 | 449,513 |
Proceeds received from initial public offering, gross | 0 | 1,380,000,000 |
Proceeds from issuance of Class B common stock | 0 | 25,000 |
Proceeds received from private placement warrants | 0 | 32,600,000 |
Reimbursement from underwriters | 0 | 13,800,000 |
Offering costs paid | 0 | (42,751,893) |
Net cash provided by financing activities | 0 | 1,383,673,107 |
Net change in cash | 0 | 4,550,487 |
Cash - beginning of the period | 1,584,884 | 0 |
Cash - end of the period | 1,584,884 | 4,550,487 |
Supplemental disclosure of noncash activities: | ||
Remeasurement of Class A ordinary share subject to possible redemption | 0 | 114,155,778 |
Initial measurement of Public and Private Warrants | 0 | 64,847,670 |
Deferred underwriting commissions in connection with the initial public offering | $ 0 | $ 48,300,000 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Description of Organization and Business Operations KKR Acquisition Holdings I Corp. (the “Company”) is a blank check company incorporated in Delaware on January 14, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. All activity for the period from January 14, 2021 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is KKR Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 16, 2021. On March 19, 2021, the Company consummated its Initial Public Offering of 138,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including the exercise of the underwriters’ option to purchase 18,000,000 additional Units (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately $1.4 billion, and incurring offering costs of approximately $77.4 million (net of reimbursement from underwriters of $13.8 million), of which $48.3 million was for deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 21,733,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $32.6 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $1.4 billion ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete its initial Business Combination with one or more operating businesses or assets having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Stockholders”) of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, included in the Units sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a 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, subject to applicable law and stock exchange listing requirements. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). All Public Shares have been recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination only if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 or any greater net tangible asset or cash requirement that may be contained in the agreement relating to the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination or to not vote at all. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial Business Combination or redeem 100% of the Public Shares if the Company does not complete a Business Combination within the initial Combination Period (as defined below) or with respect to any other material provisions 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. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 19, 2023 (as such period may be extended by the Company’s stockholders in accordance with the Certificate of Incorporation, the “Combination Period”), the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) 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 in the Trust Account will be only $10.00 or potentially less. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) 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 (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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, Targets and 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 March 31, 2022, the Company had investments held in the Trust Account of $1.4 billion consisting of cash and U.S. government securities. Interest income on the balance in the Trust Account may be used by the Company to pay taxes, and to pay up to $100,000 of any dissolution expenses. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Class B common stock, a loan from the Sponsor pursuant to the promissory note (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the promissory note during 2021. As of March 31, 2022, the Company had current liabilities of $3.4 million and approximately $1.6 million in its operating bank account. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company's assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern,” management has determined that if the Company is unsuccessful in consummating an initial Business Combination, the mandatory liquidation and subsequent dissolution raises substantial doubt about the ability to continue as a going concern for at least one year from the issuance of the financial statements. The Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until a potential business combination or up to the mandatory liquidation as stipulated in the certificate of incorporation. As of March 31, 2022, there were no amounts outstanding under any working capital loan (see Note 4). Management further intends to close a Business Combination before the mandatory liquidation date. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and the invasion by Russia of Ukraine and has concluded that the specific impact is not readily determinable as of the date of the balance sheet. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in Company's Annual Report on Form 10-K filed with the SEC on March 31, 2022. 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 takes advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an emerging growth 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 that is neither an emerging growth company nor an emerging growth company that 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 financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of March 31, 2022 and as of December 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period. Gains and losses from changes in fair value, and dividends and interest relating to these investments are included in Income from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities 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 FASB ASC Topic 480 and FASB ASC Topic 815-15. 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. The 34,500,000 warrants issued in connection with the Initial Public Offering and exercise of the over-allotment (the “Public Warrants”) and the 21,733,333 Private Placement Warrants are recognized as derivative liabilities in accordance with FASB ASC Topic 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at the end of each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The estimated fair value of the Private Placement Warrants is measured at fair value using a Black-Scholes valuation model as of March 31, 2022 and December 31, 2021, while the Public Warrants were valued using a Monte-Carlo simulation model as of March 31, 2021 and is based on their quoted market price as of March 31, 2022. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering on a relative residual method, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to Class A common stock upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, all 138,000,000 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of March 31, 2022 and December 31, 2021, the Class A common stock reflected on the balance sheet are reconciled in the following table: Gross Proceeds $ 1,380,000,000 Less: Proceeds allocated to Public Warrants (38,985,000) Class A common stock issuance costs (75,170,778) Plus: Accretion of carrying value to redemption value 114,155,778 Contingently redeemable Class A common stock $ 1,380,000,000 Stock-Based Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. The Company’s Class B common stock include a performance condition, namely the occurrence of a Business Combination. Compensation expense related to these shares is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been recognized. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. For tax benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2022 and 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 is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes as of March 31, 2022 and 2021 differs from the amount that would be provided by applying the statutory U.S. federal income tax rate of 21% to pre-tax income primarily due to the establishment of a full valuation allowance against the Company’s deferred tax asset. The Company’s effective tax rate differs from the federal statutory rate primarily due to the fair value on instruments treated as debt for GAAP and equity for tax purposes, which is not deductible or taxable for income tax purposes. Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase up to an aggregate of 56,233,333 shares of the Company’s Class A common stock in the calculation of the diluted income per share, because the warrants are contingently exercisable, and the contingencies have not yet been met and, additionally, their inclusion would be anti-dilutive under the treasury stock method. Similarly, for the purpose of calculating the diluted income (loss) per share for the Class A common stock, the Company has not considered the conversion of the Class B common stock, because the contingency for the conversion into Class A common stock was not met as of the reporting date. The Company’s unaudited condensed statement of operations includes a presentation of income (loss) per common share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per common share. For purposes of calculating net income (loss) per share, the Company allocated the amount using a ratio reflective of the respective participation right and the weighted average of each class of common stock. The allocation for the period from Inception through March 31, 2021 also considered the accretion of temporary equity related to the Class A common stock. The following table reflects the calculation of basic and diluted net loss per common share: For the Three Months Ended March 31, 2022 For the period from January 14, 2021 (inception) through March 31, 2021 Class A common stock subject to possible redemption Numerator: Earnings (losses) allocable to common stock subject to possible redemption Allocation of net income (loss), including accretion of temporary equity $ 15,050,665 $ (57,207,820) Net income (loss) attributable to Class A common stock subject to redemption $ 15,050,665 $ (57,207,820) Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 138,000,000 23,298,701 Basic and diluted net income (loss) per Class A shares $ 0.11 $ (2.46) Class B common stock Numerator: Earnings (losses) allocable to Class B common stock Allocation of net income (loss), including accretion of temporary equity 3,762,666 (63,011,511) Net income (loss) attributable to Class B common stock $ 3,762,666 $ (63,011,511) Denominator: weighted average Class B common stock Basic and diluted weighted average shares outstanding, Class B common stock 34,500,000 25,662,338 Basic and diluted net income (loss) per share, Class B common stock $ 0.11 $ (2.46) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Initial Public OfferingOn March 19, 2021, the Company consummated its Initial Public Offering of 138,000,000 Units, including 18,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $1.4 billion, and incurring offering costs of approximately $77.4 million (net of reimbursement from underwriters of $13.8 million), of which $48.3 million was for deferred underwriting commissions and $0.1 million for other deferred financing costs. Each Unit consists of one share of Class A common stock, and one-fourth of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Founder Shares On January 25, 2021, the Sponsor paid $25,000 to cover certain offering costs on behalf of the Company in exchange for issuance of 28,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”). On March 16, 2021, the Company effected a stock dividend of 5,750,000 shares with respect to Class B common stock, resulting in an aggregate of 34,500,000 shares of Class B common stock outstanding. The Sponsor agreed to forfeit up to 4,500,000 Founder Shares to the extent that the option to purchase the Over-Allotment Units was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 19, 2021, the underwriter fully exercised its option to purchase the Over-Allotment Units; thus, these 4,500,000 Founder Shares were no longer subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 120 days after the initial 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 Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 21,733,333 warrants Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $32.6 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash (except in certain limited circumstances) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On January 25, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. As of March 19, 2021, the Sponsor had loaned $300,000 under the Note and advanced approximately $150,000 to the Company. The Company fully repaid the Note and the advance for a total of approximately $450,000 to the Sponsor on March 22, 2021. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $3.0 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. The terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. As of March 31, 2022 and December 31, 2021, the Company had a $2.1 million and $1.7 million payable outstanding to a related party of the Sponsor for the reimbursement of operating expenses incurred on behalf of the Company, respectively. Financial Advisory Services For financial advisory services provided by KKR Capital Markets LLC (“KCM”), a registered broker-dealer and a related party to the Sponsor in connection with the Initial Public Offering, the Company agreed to pay KCM a fee in an amount equal to (1) 50% of the upfront underwriting commissions payable to the underwriters, or $13.8 million, and (2) 50% of the deferred underwriting commissions payable to the underwriters, or approximately $24.2 million, which will be paid to KCM upon the closing of the initial Business Combination. The underwriters agreed to reimburse the Company for the fee to KCM as it becomes payable out of the underwriting commission. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares), are entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 18,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On March 19, 2021, the underwriters fully exercised their option to purchase additional Units. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $27.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or $48.3 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, the underwriters reimbursed $13.8 million to the Company for fees payable to KCM as described in Note 4. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of March 31, 2022 and December 31, 2021, there were 138,000,000 shares of Class A common stock subject to possible redemption outstanding and classified as temporary equity. Class B Common Stock — The Company is authorized to issue 50,000,000 shares of Class B common stock with a par value of $0.0001 per share. On January 25, 2021, the Company issued 28,750,000 shares of Class B common stock to the Sponsor. On March 16, 2021, the Company effected a stock dividend of 5,750,000 shares with respect to Class B common stock, resulting in an aggregate of 34,500,000 shares of Class B common stock outstanding. Of the 34,500,000 shares of Class B common stock outstanding, up to 4,500,000 shares of Class B common stock were subject to forfeiture, to the Company by the Sponsor for no consideration to the extent that the underwriters’ option to purchase the Over-Allotment Units was not exercised in full or in part, so that the number of shares of Class B common stock outstanding would collectively equal 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. On March 19, 2021, the underwriters fully exercised their option to purchase the Over-Allotment Units; thus, these 4,500,000 shares of Class B common stock were no longer subject to forfeiture. Holders of Class A common stock and holders of Class B common stock will vote together as a single class, with each share entitling the holder to one vote; provided, however that, prior to the closing of the Company’s initial Business Combination, only holders of Class B common stock will have the right to elect or remove the Company’s directors. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrants | Warrants As of March 31, 2022 and December 31, 2021, the Company had 34,500,000 Public Warrants and 21,733,333 Private Placement Warrants outstanding. Public Warrants may only be exercised in whole and only for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The warrants have an exercise price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the 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 the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20-trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, 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 and $10.00 per share redemption trigger prices described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% and 100%, respectively, of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees, except in certain limited circumstances. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of Class A common stock for any 20-trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. Except as described below, none of the Private Placement Warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like; and • if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume-weighted average price of Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 March 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account - Money market funds $ 1,380,213,705 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 22,770,000 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ — $ 14,561,330 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31,2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account - Money market funds $ 1,380,085,256 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 34,500,000 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ — $ 22,602,670 The estimated fair value of the Private Placement Warrants is measured at fair value using a Black-Scholes valuation model as of March 31, 2022 and December 31, 2021, while the Public Warrants were valued using a Monte-Carlo simulation model as of March 31, 2021 and is based on their quoted market price as of March 31, 2022. The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in option pricing and simulation models are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock assumption based on the implied volatility of the Public Warrants. The risk-free interest rate is based on the U.S. Treasury constant maturity rate on the issuance date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 31, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Class A common share value $ 9.83 $ 9.74 Term 5 5 Volatility 10.3 % 17.8 % Risk-free rate 2.57 % 1.59 % The change in the fair value of Level 3 derivative warrant liabilities for the three months ended March 31, 2022 is summarized as follows: Level 3 - Derivative warrant liabilities at January 1, 2022 $ 22,602,670 Change in fair value of derivative warrant liabilities (8,041,340) Level 3 - Derivative warrant liabilities at March 31, 2022 $ 14,561,330 Unrealized gain on level 3 derivative warrant liabilities held at March 31, 2022 $ 8,041,340 The change in the fair value of Level 3 derivative warrant liabilities for the period from January 14, 2021 (inception) through March 31, 2021 is summarized as follows: Level 3 - Derivative warrant liabilities at January 14, 2021 (inception) $ — Issuance of Public and Private Warrants 64,847,670 Change in fair value of derivative warrant liabilities 3,591,330 Level 3 - Derivative warrant liabilities at March 31, 2021 $ 68,439,000 Unrealized loss on level 3 derivative warrant liabilities held at March 31, 2021 $ (3,591,330) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsManagement has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were issued require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in Company's Annual Report on Form 10-K filed with the SEC on March 31, 2022. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period. Gains and losses from changes in fair value, and dividends and interest relating to these investments are included in Income from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities 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 FASB ASC Topic 480 and FASB ASC Topic 815-15. 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. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering on a relative residual method, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to Class A common stock upon the completion of the Initial Public Offering. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, all 138,000,000 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. The Company’s Class B common stock include a performance condition, namely the occurrence of a Business Combination. Compensation expense related to these shares is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been recognized. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. For tax benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2022 and 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 is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes as of March 31, 2022 and 2021 differs from the amount that would be provided by applying the statutory U.S. federal income tax rate of 21% to pre-tax income primarily due to the establishment of a full valuation allowance against the Company’s deferred tax asset. The Company’s effective tax rate differs from the federal statutory rate primarily due to the fair value on instruments treated as debt for GAAP and equity for tax purposes, which is not deductible or taxable for income tax purposes. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase up to an aggregate of 56,233,333 shares of the Company’s Class A common stock in the calculation of the diluted income per share, because the warrants are contingently exercisable, and the contingencies have not yet been met and, additionally, their inclusion would be anti-dilutive under the treasury stock method. Similarly, for the purpose of calculating the diluted income (loss) per share for the Class A common stock, the Company has not considered the conversion of the Class B common stock, because the contingency for the conversion into Class A common stock was not met as of the reporting date. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Temporary Equity | As of March 31, 2022 and December 31, 2021, the Class A common stock reflected on the balance sheet are reconciled in the following table: Gross Proceeds $ 1,380,000,000 Less: Proceeds allocated to Public Warrants (38,985,000) Class A common stock issuance costs (75,170,778) Plus: Accretion of carrying value to redemption value 114,155,778 Contingently redeemable Class A common stock $ 1,380,000,000 |
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net loss per common share: For the Three Months Ended March 31, 2022 For the period from January 14, 2021 (inception) through March 31, 2021 Class A common stock subject to possible redemption Numerator: Earnings (losses) allocable to common stock subject to possible redemption Allocation of net income (loss), including accretion of temporary equity $ 15,050,665 $ (57,207,820) Net income (loss) attributable to Class A common stock subject to redemption $ 15,050,665 $ (57,207,820) Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 138,000,000 23,298,701 Basic and diluted net income (loss) per Class A shares $ 0.11 $ (2.46) Class B common stock Numerator: Earnings (losses) allocable to Class B common stock Allocation of net income (loss), including accretion of temporary equity 3,762,666 (63,011,511) Net income (loss) attributable to Class B common stock $ 3,762,666 $ (63,011,511) Denominator: weighted average Class B common stock Basic and diluted weighted average shares outstanding, Class B common stock 34,500,000 25,662,338 Basic and diluted net income (loss) per share, Class B common stock $ 0.11 $ (2.46) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account - Money market funds $ 1,380,213,705 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 22,770,000 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ — $ 14,561,330 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31,2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account - Money market funds $ 1,380,085,256 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 34,500,000 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ — $ 22,602,670 |
Level 3 Fair Value Measurement Inputs | The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 31, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Class A common share value $ 9.83 $ 9.74 Term 5 5 Volatility 10.3 % 17.8 % Risk-free rate 2.57 % 1.59 % |
Change in Fair Value of Level 3 Derivative Warrant Liabilities | The change in the fair value of Level 3 derivative warrant liabilities for the three months ended March 31, 2022 is summarized as follows: Level 3 - Derivative warrant liabilities at January 1, 2022 $ 22,602,670 Change in fair value of derivative warrant liabilities (8,041,340) Level 3 - Derivative warrant liabilities at March 31, 2022 $ 14,561,330 Unrealized gain on level 3 derivative warrant liabilities held at March 31, 2022 $ 8,041,340 The change in the fair value of Level 3 derivative warrant liabilities for the period from January 14, 2021 (inception) through March 31, 2021 is summarized as follows: Level 3 - Derivative warrant liabilities at January 14, 2021 (inception) $ — Issuance of Public and Private Warrants 64,847,670 Change in fair value of derivative warrant liabilities 3,591,330 Level 3 - Derivative warrant liabilities at March 31, 2021 $ 68,439,000 Unrealized loss on level 3 derivative warrant liabilities held at March 31, 2021 $ (3,591,330) |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Mar. 19, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / shares | Mar. 31, 2021USD ($) | Mar. 31, 2022USD ($)business$ / shares | Dec. 31, 2021USD ($)$ / shares |
Description of Organization and Business Operations [Abstract] | |||||
Proceeds received from initial public offering, gross | $ 1,400,000,000 | $ 0 | $ 1,380,000,000 | ||
Offering costs | 77,400,000 | ||||
Reimbursement from underwriters | 13,800,000 | 0 | 13,800,000 | ||
Deferred underwriting commissions | $ 48,300,000 | 48,300,000 | $ 48,300,000 | $ 48,300,000 | |
Warrants issued (in shares) | shares | 56,233,333 | ||||
Proceeds received from private placement warrants | $ 32,600,000 | $ 0 | $ 32,600,000 | ||
Cash deposited in trust account per unit (in dollars per share) | $ / shares | $ 10 | ||||
Net tangible asset threshold for redeeming public shares | $ 5,000,001 | 5,000,001 | |||
Percentage of public shares that can be redeemed without prior consent | 15.00% | ||||
Percentage of public shares that would not be redeemed if business combination is not completed within initial combination period | 100.00% | ||||
Period to complete business combination from closing of initial public offering | 24 months | ||||
Period to redeem public shares if business combination is not completed within initial combination period | 10 days | ||||
Investments held in trust | $ 1,400,000,000 | 1,400,000,000 | |||
Maximum dissolution expenses | 100,000 | ||||
Contribution from sponsor requirement | 25,000 | 25,000 | |||
Current liabilities | 3,377,293 | 3,377,293 | 2,661,700 | ||
Cash | $ 1,584,884 | $ 1,584,884 | $ 1,584,884 | ||
Minimum | |||||
Description of Organization and Business Operations [Abstract] | |||||
Number of operating businesses included in initial business combination | business | 1 | ||||
Fair market value as percentage of net assets held in trust account included in initial business combination | 80.00% | ||||
Post-transaction ownership percentage of the target business | 50.00% | ||||
Maximum | |||||
Description of Organization and Business Operations [Abstract] | |||||
Interest from trust account that can be held to pay dissolution expenses | $ 100,000 | ||||
Private Placement Warrants | |||||
Description of Organization and Business Operations [Abstract] | |||||
Share price (in dollars per share) | $ / shares | $ 1.50 | ||||
Warrants issued (in shares) | shares | 21,733,333 | ||||
Class A Common Stock | |||||
Description of Organization and Business Operations [Abstract] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Initial Public Offering | |||||
Description of Organization and Business Operations [Abstract] | |||||
Units issued (in shares) | shares | 138,000,000 | ||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||
Proceeds received from initial public offering, gross | $ 1,400,000,000 | ||||
Over-Allotment Option | |||||
Description of Organization and Business Operations [Abstract] | |||||
Units issued (in shares) | shares | 18,000,000 | ||||
Share price (in dollars per share) | $ / shares | $ 10 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) | Mar. 31, 2022USD ($) |
Cash and Cash Equivalents, at Carrying Value [Abstract] | |
Cash equivalents | $ 0 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies, Derivative Warrant Liabilities (Details) | Mar. 19, 2021shares |
Derivative Warrant Liabilities [Abstract] | |
Warrants issued (in shares) | 56,233,333 |
Public Warrants | |
Derivative Warrant Liabilities [Abstract] | |
Warrants issued (in shares) | 34,500,000 |
Private Placement Warrants | |
Derivative Warrant Liabilities [Abstract] | |
Warrants issued (in shares) | 21,733,333 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies, Class A Common Stock Subject to Possible Redemption (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Class A common shares subject to possible redemption | $ 1,380,000,000 | $ 1,380,000,000 |
Class A Common Stock | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Common stock, shares subject to possible redemption (in shares) | 138,000,000 | 138,000,000 |
Gross Proceeds | $ 1,380,000,000 | $ 1,380,000,000 |
Proceeds allocated to Public Warrants | (38,985,000) | (38,985,000) |
Class A common stock issuance costs | (75,170,778) | (75,170,778) |
Accretion of carrying value to redemption value | 114,155,778 | 114,155,778 |
Class A common shares subject to possible redemption | $ 1,380,000,000 | $ 1,380,000,000 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies, Income Taxes (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Accounting Policies [Abstract] | |
Unrecognized tax benefits | $ 0 |
Accrued interest and penalties | $ 0 |
Federal tax rate | 21.00% |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies, Net Loss Per Common Share (Details) - USD ($) | Mar. 19, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Earnings Per Share, Basic, Two Class Method [Abstract] | |||
Warrants issued (in shares) | 56,233,333 | ||
Class A Common Stock | |||
Earnings Per Share, Basic, Two Class Method [Abstract] | |||
Allocation of net income (loss), including accretion of temporary equity | $ 15,050,665 | $ (57,207,820) | |
Net income attributable, basic | 15,050,665 | (57,207,820) | |
Net income attributable, diluted | $ 15,050,665 | $ (57,207,820) | |
Weighted average shares outstanding, diluted (in shares) | 138,000,000 | 23,298,701 | |
Weighted average shares outstanding, basic (in shares) | 138,000,000 | 23,298,701 | |
Net income (loss) per Class A shares, basic (in dollars per share) | $ 0.11 | $ (2.46) | |
Net income (loss) per Class A shares, diluted (in dollars per share) | $ 0.11 | $ (2.46) | |
Class B Common Stock | |||
Earnings Per Share, Basic, Two Class Method [Abstract] | |||
Allocation of net income (loss), including accretion of temporary equity | $ 3,762,666 | $ (63,011,511) | |
Non-redeemable net income (loss), basic | 3,762,666 | (63,011,511) | |
Non-redeemable net income (loss), diluted | $ 3,762,666 | $ (63,011,511) | |
Weighted average shares outstanding, basic (in shares) | 34,500,000 | 25,662,338 | |
Weighted average shares outstanding, diluted (in shares) | 34,500,000 | 25,662,338 | |
Net income (loss) per share, basic (in dollars per share) | $ 0.11 | $ (2.46) | |
Net income (loss) per share, diluted (in dollars per share) | $ 0.11 | $ (2.46) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Mar. 19, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Initial Public Offering [Abstract] | ||||
Proceeds received from initial public offering, gross | $ 1,400,000,000 | $ 0 | $ 1,380,000,000 | |
Offering costs | 77,400,000 | |||
Reimbursement from underwriters | 13,800,000 | 0 | $ 13,800,000 | |
Deferred underwriting commissions | 48,300,000 | $ 48,300,000 | $ 48,300,000 | |
Other deferred financing costs | $ 100,000 | |||
Public Warrants | ||||
Initial Public Offering [Abstract] | ||||
Exercise price of warrant (in dollars per share) | $ 11.50 | |||
Class A Common Stock | ||||
Initial Public Offering [Abstract] | ||||
Number of shares included in unit (in shares) | 1 | |||
Number of shares issued upon exercise of warrant (in shares) | 1 | |||
Warrants | ||||
Initial Public Offering [Abstract] | ||||
Number of shares included in unit (in shares) | 0.25 | |||
Initial Public Offering | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 138,000,000 | |||
Share price (in dollars per share) | $ 10 | |||
Proceeds received from initial public offering, gross | $ 1,400,000,000 | |||
Over-Allotment Option | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 18,000,000 | |||
Share price (in dollars per share) | $ 10 |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (Details) - USD ($) | Mar. 16, 2021 | Jan. 25, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 19, 2021 |
Founder Shares [Abstract] | |||||||
Proceeds from issuance of Class B common stock | $ 0 | $ 25,000 | |||||
Class A Common Stock | |||||||
Founder Shares [Abstract] | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares outstanding (in shares) | 0 | 0 | 0 | ||||
Threshold trading days | 20 days | ||||||
Threshold consecutive trading days | 30 days | ||||||
Class A Common Stock | Minimum | |||||||
Founder Shares [Abstract] | |||||||
Share price (in dollars per share) | $ 12 | $ 12 | |||||
Period after initial business combination | 120 days | ||||||
Class B Common Stock | |||||||
Founder Shares [Abstract] | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares outstanding (in shares) | 34,500,000 | 34,500,000 | 34,500,000 | 34,500,000 | |||
Investor | Class B Common Stock | |||||||
Founder Shares [Abstract] | |||||||
Proceeds from issuance of Class B common stock | $ 25,000 | ||||||
Issuance of Class B common stock to Sponsor (in shares) | 28,750,000 | ||||||
Common stock dividends (in shares) | 5,750,000 | ||||||
Founder shares as a percentage of issued and outstanding shares after initial public offering | 20.00% | 20.00% | 20.00% | ||||
Common stock no longer subject to forfeiture (in shares) | 4,500,000 | ||||||
Holding period for transfer, assignment or sale of Founder Shares | 1 year | ||||||
Investor | Class B Common Stock | Maximum | |||||||
Founder Shares [Abstract] | |||||||
Shares subject to forfeiture (in shares) | 4,500,000 |
Related Party Transactions, Pri
Related Party Transactions, Private Placement Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 19, 2021 | Mar. 31, 2022 |
Private Placement [Abstract] | ||
Warrants issued (in shares) | 56,233,333 | |
Proceeds from Issuance of Warrants | $ 32.6 | |
Private Placement Warrants | ||
Private Placement [Abstract] | ||
Warrants issued (in shares) | 21,733,333 | |
Share price (in dollars per share) | $ 1.50 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Holding period for transfer, assignment or sale of warrants | 30 days | |
Class A Common Stock | ||
Private Placement [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 1 |
Related Party Transactions, Rel
Related Party Transactions, Related Party Loans (Details) - USD ($) | Mar. 22, 2021 | Mar. 19, 2021 | Jan. 25, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction, Due from (to) Related Party [Abstract] | |||||||
Repayment to related party | $ 0 | $ 449,513 | |||||
Investor | Promissory Note and Advance | |||||||
Related Party Transaction, Due from (to) Related Party [Abstract] | |||||||
Repayment to related party | $ 450,000 | ||||||
Investor | Promissory Note | |||||||
Related Party Transaction, Due from (to) Related Party [Abstract] | |||||||
Related party transaction, amounts of transaction | $ 300,000 | $ 300,000 | |||||
Investor | Advance | |||||||
Related Party Transaction, Due from (to) Related Party [Abstract] | |||||||
Related party transaction, amounts of transaction | $ 150,000 | ||||||
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors | Working Capital Loans | |||||||
Related Party Transaction, Due from (to) Related Party [Abstract] | |||||||
Loans that can be converted into Warrants at lenders' discretion | $ 3,000,000 | ||||||
Conversion price (in dollars per share) | $ 1.50 | $ 1.50 | |||||
Notes payable, related parties | $ 0 | $ 0 | |||||
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors | Reimbursement of Operating Expenses | |||||||
Related Party Transaction, Due from (to) Related Party [Abstract] | |||||||
Payable outstanding to related party | $ 2,100,000 | $ 2,100,000 | $ 1,700,000 |
Related Party Transactions, Fin
Related Party Transactions, Financial Advisory Services (Details) - KCM $ in Millions | 15 Months Ended |
Mar. 31, 2022USD ($) | |
Financial Advisory Services Fee Based on Upfront Underwriting Commissions Paid | |
Financial Advisory Services [Abstract] | |
Percentage of underwriting commissions payable to underwriters | 50.00% |
Related party transaction, amounts of transaction | $ 13.8 |
Financial Advisory Services Fee Based on Deferred Underwriting Commissions Paid | |
Financial Advisory Services [Abstract] | |
Percentage of underwriting commissions payable to underwriters | 50.00% |
Related party transaction, amounts of transaction | $ 24.2 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Mar. 19, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | |||
Additional Units that can be purchased to cover over-allotments (in shares) | 18,000,000 | |||
Underwriting discount (in dollars per share) | $ 0.20 | |||
Underwriting discount | $ 27,600,000 | |||
Deferred underwriting commissions per Unit (in dollars per share) | $ 0.35 | |||
Deferred underwriting commissions | $ 48,300,000 | $ 48,300,000 | $ 48,300,000 | |
Reimbursement from underwriters | $ 13,800,000 | $ 0 | $ 13,800,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Mar. 16, 2021shares | Jan. 25, 2021$ / sharesshares | Mar. 31, 2022vote$ / sharesshares | Dec. 31, 2021$ / sharesshares | Mar. 19, 2021shares |
Stockholders' Equity [Abstract] | |||||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued (in shares) | 0 | 0 | |||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||
As-converted percentage for Class A common stock after conversion of Class B shares | 20.00% | ||||
Number of votes per share | vote | 1 | ||||
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination | 1 | ||||
Class A Common Stock | |||||
Stockholders' Equity [Abstract] | |||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued (in shares) | 0 | 0 | |||
Common stock, shares outstanding (in shares) | 0 | 0 | |||
Class A common shares subject to possible redemption | 138,000,000 | 138,000,000 | |||
Class B Common Stock | |||||
Stockholders' Equity [Abstract] | |||||
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued (in shares) | 34,500,000 | 34,500,000 | |||
Common stock, shares outstanding (in shares) | 34,500,000 | 34,500,000 | 34,500,000 | ||
Investor | Class B Common Stock | |||||
Stockholders' Equity [Abstract] | |||||
Issuance of Class B common stock to Sponsor (in shares) | 28,750,000 | ||||
Common stock dividends (in shares) | 5,750,000 | ||||
Common stock no longer subject to forfeiture (in shares) | 4,500,000 | ||||
Founder shares as a percentage of issued and outstanding shares after initial public offering | 20.00% | 20.00% | |||
Investor | Class B Common Stock | Maximum | |||||
Stockholders' Equity [Abstract] | |||||
Shares subject to forfeiture (in shares) | 4,500,000 |
Warrants (Details)
Warrants (Details) - $ / shares | 15 Months Ended | |
Mar. 31, 2022 | Mar. 19, 2021 | |
Warrants [Abstract] | ||
Period to exercise warrants after business combination | 30 days | |
Period to exercise warrants after closing of initial public offering | 12 months | |
Period to file registration statement after initial business combination | 15 days | |
Period for registration statement to become effective | 60 days | |
Threshold trigger price for redemption of warrants (in dollars per share) | $ 10 | |
Class A Common Stock | ||
Warrants [Abstract] | ||
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Number of shares issued upon exercise of warrant (in shares) | 1 | |
Class A Common Stock | Minimum | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 12 | |
Public Warrants | ||
Warrants [Abstract] | ||
Warrants outstanding (in shares) | 34,500,000 | |
Term | 5 years | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Private Placement Warrants | ||
Warrants [Abstract] | ||
Warrants outstanding (in shares) | 21,733,333 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Redemption of Warrants When Price Equals or Exceeds $18.00 | ||
Warrants [Abstract] | ||
Percentage multiplier | 180.00% | |
Warrant redemption price (in dollars per share) | $ 0.01 | |
Notice period to redeem warrants | 30 days | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Redemption period | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $18.00 | Class A Common Stock | Minimum | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 18 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 | ||
Warrants [Abstract] | ||
Percentage multiplier | 100.00% | |
Warrant redemption price (in dollars per share) | $ 0.10 | |
Notice period to redeem warrants | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $10.00 | Maximum | ||
Warrants [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 0.361 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 | Class A Common Stock | ||
Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price following notice of redemption | 10 days | |
Redemption of Warrants When Price Equals or Exceeds $10.00 | Class A Common Stock | Minimum | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 10 | |
Additional Issue of Common Stock or Equity-Linked Securities | ||
Warrants [Abstract] | ||
Percentage multiplier | 115.00% | |
Warrant redemption price (in dollars per share) | $ 18 | |
Additional Issue of Common Stock or Equity-Linked Securities | Minimum | ||
Warrants [Abstract] | ||
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60.00% | |
Additional Issue of Common Stock or Equity-Linked Securities | Class A Common Stock | ||
Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 20 days | |
Additional Issue of Common Stock or Equity-Linked Securities | Class A Common Stock | Maximum | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 9.20 |
Fair Value Measurements, Assets
Fair Value Measurements, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) | 3 Months Ended | ||
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Transfers to/from Fair Value Hierarchy Levels [Abstract] | |||
Transfers from Level 2 to Level 1 | $ 0 | $ 0 | |
Transfers from Level 1 to Level 2 | 0 | 0 | |
Transfers into Level 3 | 0 | 0 | |
Transfers out of Level 3 | $ 0 | $ 0 | |
Warrants | Dividend Rate | |||
Transfers to/from Fair Value Hierarchy Levels [Abstract] | |||
Measurement input | 0 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 1 | |||
Assets [Abstract] | |||
Investments held in Trust Account - Money market funds | $ 1,380,213,705 | $ 1,380,085,256 | |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Public Warrants | |||
Liabilities [Abstract] | |||
Derivative warrant liabilities | 22,770,000 | 34,500,000 | |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Private Placement Warrants | |||
Liabilities [Abstract] | |||
Derivative warrant liabilities | 0 | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | |||
Assets [Abstract] | |||
Investments held in Trust Account - Money market funds | 0 | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | Public Warrants | |||
Liabilities [Abstract] | |||
Derivative warrant liabilities | 0 | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | Private Placement Warrants | |||
Liabilities [Abstract] | |||
Derivative warrant liabilities | 0 | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | |||
Assets [Abstract] | |||
Investments held in Trust Account - Money market funds | 0 | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Public Warrants | |||
Liabilities [Abstract] | |||
Derivative warrant liabilities | 0 | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Private Placement Warrants | |||
Liabilities [Abstract] | |||
Derivative warrant liabilities | $ 14,561,330 | $ 22,602,670 |
Fair Value Measurements, Level
Fair Value Measurements, Level 3 Fair Value Measurement Inputs (Details) - Warrants | Mar. 31, 2022$ / shares | Dec. 31, 2021$ / shares |
Fair Value Measurements [Abstract] | ||
Term | 5 years | 5 years |
Exercise price | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 11.50 | 11.50 |
Class A common share value | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 9.83 | 9.74 |
Volatility | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.103 | 0.178 |
Risk-free rate | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0257 | 0.0159 |
Fair Value Measurements, Change
Fair Value Measurements, Change in Fair Value of Level 3 Derivative Warrant Liabilities (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Change in fair value of derivative warrant liabilities | $ 19,771,340 | $ (3,591,330) | |
Derivative Warrant Liabilities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Unrealized gain (loss) on level 3 derivative warrant liabilities | 8,041,340 | $ (3,591,330) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Level 3 - Derivative warrant liabilities, beginning balance | 22,602,670 | 0 | |
Issuance of Public and Private Warrants | 64,847,670 | ||
Change in fair value of derivative warrant liabilities | (8,041,340) | 3,591,330 | |
Level 3 - Derivative warrant liabilities, ending balance | $ 14,561,330 | $ 68,439,000 | $ 68,439,000 |