ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
(Address of principal executive offices) |
(Zip Code) |
Title of Each Class |
Trading Symbol: |
Name of Each Exchange on Which Registered: | ||
TM , each consisting of one share of Class A common stock, and one-fourth of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Page |
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iv |
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2 |
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Item 1. |
2 |
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Item 1A. |
23 |
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Item 1B. |
54 |
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Item 2. |
54 |
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Item 3. |
54 |
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Item 4. |
54 |
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55 |
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Item 5. |
55 |
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Item 6. |
55 |
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Item 7. |
55 |
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Item 7A. |
61 |
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Item 8. |
61 |
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Item 9. |
61 |
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Item 9A. |
61 |
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Item 9B. |
63 |
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Item 9c. |
63 |
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64 |
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Item 10. |
64 |
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Item 11. |
71 |
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Item 12. |
72 |
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Item 13. |
74 |
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Item 14. |
77 |
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79 |
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Item 15. |
79 |
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Item 16. |
80 |
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81 |
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F-1 |
• | “amended and restated certificate of incorporation” are to our amended and restated certificate of incorporation in effect as of September 17, 2020 and the first amendment to the amended and restated certificate of incorporation in effect as of March 24, 2021; |
• | “Board” are to our board of directors; |
• | “Class A shares” are to our shares of Class A common stock, par value $0.0001 per share; |
• | “Class B shares” are to our shares of Class B common stock, par value $0.0001 per share; |
• | “Class F shares” are to our shares of Class F common stock, par value $0.0001 per share; |
• | “common stock” are to our Class A common stock, Class B common stock, and our Class F common stock; |
• | “directors” are to our current directors; |
• | “equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our partnering transaction, including but not limited to a private placement of such securities; |
• | “founder shares” are to our Class F shares and our Class A shares issued upon the automatic conversion thereof at the time of our partnering transaction as provided herein; |
• | “initial stockholders” are to our sponsor and any other holders of our founder shares immediately prior to our initial public offering; |
• | “letter agreement” refers to the letter agreement, dated September 15, 2020, by and among, the company, the sponsor and each of the company’s directors and officers; |
• | “management” or our “management team” are to our officers; |
• | “partnering transaction” are to effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses which may be held by one or more third-party sponsors; |
• | “performance shares” are to our Class B shares issued to our sponsor; |
• | “permitted withdrawals” are to the withdrawals permitted to be made by us from the trust account to pay taxes including income and franchise taxes and to withdraw up $100,000 in dissolution expenses in the event we do not complete a partnering transaction within 24 months (or 27 months, as applicable); |
• | “private placement TM ” are to the private placement shares and warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of working capital loans, if any, which private placement TM are identical to the TM sold in our initial public offering, subject to certain limited exceptions as described in this Report; |
• | “private placement shares” are to the shares of Class A common stock sold as part of the private placement TM ; |
• | “public shares” are to the shares of our Class A common stock sold as part of the TM in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market); |
• | “public stockholders” are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of his, her or its status as a “public stockholder” shall only exist with respect to such public shares; |
• | “sponsor” are to ENPC Holdings, LLC, a Delaware limited liability company; |
• | “warrants” or “public warrants” are to our warrants sold as part of the TM in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market) and as part of the private placement TM ; |
• | “warrant agreement” refers to the warrant agreement, dated September 15, 2020, by and among the company and Continental Stock Transfer & Trust Company, a New York corporation as warrant agent, as amended by the first amendment to the warrant agreement, dated March 24, 2021; and |
• | “we,” “us,” “our,” and “the Company,” are to Executive Network Partnering Corporation, a Delaware corporation. |
• | our ability to select an appropriate partnering candidate or candidates; |
• | our ability to complete our partnering transaction; |
• | our expectations around the performance of the prospective business or businesses with which we partner; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our partnering transaction; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our partnering transaction; |
• | our potential ability to obtain additional financing to complete our partnering transaction; |
• | our pool of prospective partnering candidates; |
• | our ability to consummate a partnering transaction due to the uncertainty resulting from the COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential partnering transaction opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; or |
• | our financial performance following our initial public offering. |
• | We are a company established for the purpose of identifying a company to partner with in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization, or similar partnering transaction with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Past performance by our management team and their affiliates may not be indicative of future performance of an investment in us. |
• | Our stockholders may not be afforded an opportunity to vote on our proposed partnering transaction, which means we may complete our partnering transaction even though a majority of our stockholders do not support such a combination. |
• | Your only opportunity to affect the investment decision regarding a potential partnering transaction may be limited to the exercise of your right to redeem your shares from us for cash. |
• | If we seek stockholder approval of our partnering transaction, our initial stockholders and management team have agreed to vote in favor of such partnering transaction, regardless of how our public stockholders vote. |
• | The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential partnering candidate, which may make it difficult for us to enter into a partnering transaction with a partnering candidate. |
• | The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable partnering transaction or optimize our capital structure. |
• | The requirement that we complete our partnering transaction within 24 months (or 27 months, as applicable) after the closing of our initial public offering may give potential partnering candidates leverage over us in negotiating a partnering transaction and may limit the time we have in which to conduct due diligence on potential partnering transaction candidates, in particular as we approach our dissolution deadline, which could undermine our ability to complete our partnering transaction on terms that would produce value for our stockholders. |
• | Our search for a partnering transaction, and any partnering candidate with which we ultimately consummate a partnering transaction, may be materially adversely affected by the coronavirus (COVID-19) outbreak and the status of debt and equity markets. |
• | Our management concluded that there is substantial doubt about our ability to continue as a “going concern.” If we are unable to raise additional capital, we may be required to suspend the pursuit of a Partnering Transaction. |
• | Because of our limited resources and the significant competition for partnering transaction opportunities, it may be more difficult for us to complete our partnering transaction. If we do not complete our partnering transaction, our public stockholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless. |
• | If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our partnering transaction or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
• | You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. |
• | The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | You will not be entitled to protections normally afforded to investors of many other blank check companies. |
ITEM 1. |
BUSINESS |
• | History of success within private equity over the past 22 years; |
• | Complementary skills and experience across a diverse set of industries, providing a solid foundation for our investment process; and |
• | Broad and deep experience in the skill sets necessary to grow and complete a partnering transaction. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our partnering transaction, and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
Type of Transaction |
Whether Stockholder Approval Is Required | |
Purchase of assets | No | |
Purchase of stock of partnering candidate not involving a merger with the Company | No | |
Merger of partnering candidate into a subsidiary of the Company | No | |
Merger of the Company with a partnering candidate | Yes |
• | we issue shares of common stock that will be equal to or in excess of 20% of the number of our shares of common stock then outstanding (other than in a public offering); |
• | any of our directors, officers or substantial shareholders (as defined by the NYSE rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the partnering candidate or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common stock or voting power of 5% or more; or |
• | the issuance or potential issuance of common stock will result in our undergoing a change of control. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and |
• | file tender offer documents with the SEC prior to completing our partnering transaction, which contain substantially the same financial and other information about the partnering transaction and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
ITEM 1A. |
RISK FACTORS |
• | may significantly dilute the equity interest of investors in our initial public offering (which dilutive effect would increase as the price of our Class A common stock increases on a year-over-year basis, in respect of shares issued upon conversion of the performance shares); |
• | may subordinate the rights of holders of shares of Class A common stock if shares of preferred stock are issued with rights senior to those afforded shares of our Class A common stock; |
• | could cause a change in control if a substantial number of shares of Class A common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and |
• | may adversely affect prevailing market prices for our CAPS TM , shares of Class A common stock and/or warrants. |
• | default and foreclosure on our assets if our operating revenues after a partnering transaction are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on shares of our Class A common stock; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on shares of our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset, or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities. |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future partnering transactions may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | challenges in managing and staffing international operations; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks and wars; and |
• | deterioration of political relations with the United States. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
ITEM 1B. |
UNRESOLVED STAFF COMMENTS |
ITEM 2. |
PROPERTIES |
ITEM 3. |
LEGAL PROCEEDINGS |
ITEM 4. |
MINE SAFETY DISCLOSURES |
ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES |
(a) |
Market Information |
(b) |
Holders |
(c) |
Dividends |
(d) |
Securities Authorized for Issuance Under Equity Compensation Plans |
(e) |
Performance Graph |
(f) |
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings |
(g) |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
ITEM 6. |
[RESERVED] |
ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
ITEM 9A. |
CONTROLS AND PROCEDURES |
ITEM 9B. |
OTHER INFORMATION |
ITEM 9C. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Name |
Age |
Position | ||
Alex J. Dunn | 50 | Chief Executive Officer, Chief Financial Officer and Director | ||
Paul Ryan | 52 | Chairman of the Board of Directors | ||
Richard Boyce | 67 | Director | ||
Michael M. Calbert | 59 | Director | ||
Gisel Ruiz | 51 | Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent auditor; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent auditor; |
• | determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering; and |
• | reviewing and approving all payments made to our existing stockholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | identifying individuals qualified to become members of the board of directors and making recommendations to the board of directors regarding nominees for election; |
• | reviewing the independence of each director and making a recommendation to the board of directors with respect to each director’s independence; |
• | developing and recommending to the board of directors the corporate governance principles applicable to us and reviewing our corporate governance guidelines at least annually; |
• | making recommendations to the board of directors with respect to the membership of the audit, compensation and corporate governance and nominating committees; |
• | overseeing the evaluation of the performance of the board of directors and its committees on a continuing basis, including an annual self-evaluation of the performance of the corporate governance and nominating committee; |
• | considering the adequacy of our governance structures and policies, including as they relate to our environmental sustainability and governance practices; |
• | considering directors recommended by stockholders; and |
• | reviewing our overall corporate governance and reporting to the board of directors on its findings and any recommendations. |
• | should possess personal qualities and characteristics, accomplishments and reputation in the business community; |
• | should have current knowledge and contacts in the communities in which we do business and in our industry or other industries relevant to our business; |
• | should have the ability and willingness to commit adequate time to the board of directors and committee matters; |
• | should demonstrate ability and willingness to commit adequate time to the board of directors and committee matters; |
• | should possess the fit of the individual’s skills and personality with those of other directors and potential directors in building a board of directors that is effective, collegial and responsive to our needs; and |
• | should demonstrate diversity of viewpoints, background, experience, and other demographics, and all aspects of diversity in order to enable the board to perform its duties and responsibilities effectively, including candidates with a diversity of age, gender, nationality, race, ethnicity, and sexual orientation. |
• | the corporation could financially undertake the opportunity; |
• | the opportunity is within the corporation’s line of business; and |
• | it would not be fair to our Company and its stockholders for the opportunity not to be brought to the attention of the corporation. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Alex Dunn | — | — | — | |||
Paul Ryan | Fox Corporation | Media | Director | |||
Dick Boyce | Schafer Meadows | Early Stage Investing | Manager | |||
Allbirds, Inc. | Retail | Director | ||||
Spyce Food Co. | Restaurants | Director | ||||
Gisel Ruiz | Vital Farms, Inc. | Consumer Food | Director | |||
Michael M. Calbert | AutoZone | Retail | Director | |||
Vestcom International | Media | Director | ||||
Brookshire Grocery Company | Consumer | Director | ||||
Dollar General | Retail | Director |
• | Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a partnering transaction and their other businesses. We do not intend to have any full-time employees prior to the completion of our partnering transaction. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our initial stockholders purchased founder shares prior to our initial public offering and purchased private placement CAPS TM . Our initial stockholders have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they hold in connection with the completion of our partnering transaction. The other members of our management team have entered into agreements similar to the one entered into by our initial stockholders with respect to any public shares acquired by them in or after our initial public offering. Additionally, our initial stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our partnering transaction within the prescribed time frame. If we do not complete our partnering transaction within the prescribed time frame, the private placement CAPSTM will expire worthless. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular partnering transaction if the retention or resignation of any such officers and directors was included by a partnering candidate as a condition to any agreement with respect to our partnering transaction |
ITEM 11. |
EXECUTIVE COMPENSATION |
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
• | each of our executive officers and directors; and |
• | all our executive officers and directors as a group. |
Class A Common Stock |
Class F Common Stock (2) |
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Name of Beneficial Owners (1) |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
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ENPC Holdings, LLC (our sponsor) (3) |
767,500 | 1.8 | % | 806,400 | 97.3 | % | ||||||||||
Owl Creek Asset Management, L.P. (4) |
2,237,480 | 5.3 | % | — | — | |||||||||||
Apollo Management Holdings GP, LLC (5) |
2,137,928.50 | 6.3 | % | — | — | |||||||||||
Magnetar Financial LLC (6) |
2,851,250 | 6.8 | % | — | — | |||||||||||
Alex Dunn |
— | — | — | — | ||||||||||||
Paul Ryan |
— | — | — | — | ||||||||||||
Richard Boyce |
— | — | 7,200 | * | ||||||||||||
Michael M. Calbert |
— | — | 7,200 | * | ||||||||||||
Gisel Ruiz |
— | — | 7,200 | * | ||||||||||||
All officers and directors as a group (five individuals) |
— | — | 21,600 | * |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the following is 137 Newbury Street, 7th Floor Boston, MA 02116. |
(2) | Class F common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our partnering transaction on a one-for-one |
(3) | ENPC Holdings, LLC, our sponsor, is the record holder of the shares reported herein. Alex J. Dunn, Taggart M. Romney, Eric F. Scheuermann, and Spencer J. Zwick are the four managers of our sponsor’s board of managers. Any action by our sponsor with respect to our Company or our founder shares, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of the managers, none of the managers is deemed to be a beneficial owner of securities held by our sponsor, even those in which such manager holds a pecuniary interest. Accordingly, none of the managers on our sponsor’s board of managers is deemed to have or share beneficial ownership of the shares held by our sponsor. This information is based on the Schedule 13/A filed on February 14, 2022 by ENPC Holdings, LLC. |
(4) | Based solely on the Schedule 13G/A filed on February 10, 2022 by Owl Creek Asset Management, L.P., a Delaware limited partnership and the investment manager of certain funds and accounts (the “Owl Creek Funds and Accounts”), with respect to the shares of Class A Common Stock directly held by the Owl Creek Funds and Accounts. Jeffrey A. Altman is managing member of the general partner of Owl Creek Asset Management, L.P., with respect to the shares of Class A Common Stock directly held by the Owl Creek Funds and Accounts The address of principal business office for Owl Creek Asset Management, L.P. is 640 Fifth Avenue, 20th Floor, New York, NY 10019. |
(5) | Based solely on the Schedule 13G/A filed jointly on February 14, 2022 by (i) Apollo PPF Credit Strategies, LLC (“PPF Credit Strategies”); (ii) Apollo Credit Strategies Master Fund Ltd. (“Credit Strategies”); (iii) Apollo ST Fund Management LLC (“ST Management”); (iv) Apollo ST Operating LP (“ST Operating”); (v) Apollo ST Capital LLC (“ST Capital”); (vi) ST Management Holdings, LLC (“ST Management Holdings”); (vii) Apollo A-N Credit Fund (Delaware), L.P. (“A-N Credit”); (viii) Apollo A-N Credit Management, LLC (“A-N Credit Management”); (ix) Apollo Credit Management, LLC (“ACM LLC”); (x) Apollo Capital Credit Management, LLC (“ACCM LLC”); (xi) Apollo SA Management, LLC (“SA Management”); (xii) Apollo Capital Management, L.P. (“Capital Management”); (xiii) Apollo Capital Management GP, LLC (“Capital Management GP”); (xiv) Apollo Management Holdings, L.P. (“Management Holdings”); and (xv) Apollo Management Holdings GP, LLC (“Management Holdings GP”). PPF Credit Strategies, Credit Strategies, and A-N Credit, each hold securities of the Company. Credit Strategies is the sole member of PPF Credit Strategies. ST Management serves as the investment manager for Credit Strategies. ST Operating is the sole member of ST Management. The general partner of ST Operating is ST Capital. ST Management Holdings is the sole member of ST Capital. A-N Credit Management serves as the investment manager for A-N Credit. ACM LLC provides investment management services for Franklin K2 Long Short Credit Fund (“Franklin K2”) and FASF Franklin K2 Alternative Strategies Fund (“FASF-Franklin K2”). ACCM LLC is the sole member of ACM LLC. SA |
Management provides investment management services for Franklin Templeton Investment Funds—Franklin K2 Alternative Strategies Fund (“FTIF-Franklin K2”) and Franklin Templeton Investment Funds—Franklin K2 Long/Short Credit Fund (“FTIF Franklin K2 Long/Short”). Capital Management serves as the sole member of A-N Credit Management, ACCM LLC, and SA Management, the sole member and manager of ST Management Holdings, and provides investment management services for K2 Apollo Liquid Credit Master Fund Ltd. (“K2 Apollo”). Capital Management GP serves as the general partner of Capital Management. Management Holdings serves as the sole member and manager of Capital Management GP, and Management Holdings GP serves as the general partner of Management Holdings. The address of the principal office of each of PPF Credit Strategies and A-N Credit is One Manhattanville Road, Suite 201, Purchase, New York 10577. The address of the principal office of Credit Strategies is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, KY-9008, Cayman Islands. The address of the principal office of each of ST Management, ST Operating, ST Capital, ST Management Holdings, A-N Credit Management, ACM LLC, ACCM LLC, SA Management, Capital Management, Capital Management GP, Management Holdings, and Management Holdings GP is 9 W. 57th Street, 43rd Floor, New York, New York 10019. |
(6) | Based solely on the Schedule 13G filed jointly on January 28, 2022 by (i) Magnetar Financial LLC (“Magnetar Financial”); (ii) Magnetar Capital Partners LP (“Magnetar Capital Partners”); (iii) Supernova Management LLC (“Supernova Management”); and (iv) Alec N. Litowitz (“Mr. Litowitz”). The shares are held for Magnetar Constellation Master Fund, Ltd (“Constellation Master Fund”), Magnetar Constellation Fund II, Ltd (“Constellation Fund”), Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), Magnetar SC Fund Ltd (“SC Fund”), Magnetar Capital Master Fund Ltd, (“Master Fund”), Magnetar Systematic Multi-Strategy Master Fund Ltd (“Systematic Master Fund”), Purpose Alternative Credit Fund Ltd (“Purpose Fund”), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP, (“Structured Credit Fund”), a Delaware limited partnership; Magnetar Lake Credit Fund LLC (“Lake Credit Fund”) and Purpose Alternative Credit Fund – T LLC (“Purpose Fund–T”), Delaware limited liability companies; collectively (the “Magnetar Funds”). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the CAPS TM held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Litowitz. The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201. |
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
ITEM 15. |
EXHIBITS, FINANCIAL STATEMENTS SCHEDULES |
(a) |
The following documents are filed as part of this Form 10-K: |
(1) |
Financial Statements |
(2) |
Financial Statement Schedules |
(3) |
Exhibits |
Exhibit No. |
Description | |
3.1 |
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3.2 |
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3.3 |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
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4.5 |
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4.6 |
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10.1 |
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10.2 |
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10.3 |
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10.4 |
10.5 |
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10.6 |
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10.7 |
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10.8 |
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10.9 |
Promissory Note, dated October 27, 2021, issued by ENPC Holdings, LLC to Executive Network Partnering Corporation* | |
31.1 |
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32.1 |
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101.INS |
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
101.SCH |
Inline XBRL Taxonomy Extension Schema Document | |
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* |
Filed herewith. |
** |
Furnished herewith. |
(1) |
Incorporated by reference to the registrant’s Registration Statement on Form S-1, filed with the SEC on September 14, 2020. |
(2) |
Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on September 21, 2020. |
(3) |
Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on March, 25, 2021. |
(4) |
Incorporated by reference to the registrant’s Annual Report on Form 10-K filed with the SEC on March 31, 2021. |
(5) |
Incorporated by reference to the registrant’s Current Report on Form 10-Q, filed with the SEC on November 12, 2021. |
ITEM 16. |
FORM 10-K SUMMARY |
EXECUTIVE NETWORK PARTNERING CORPORATION |
/s/ Alex J. Dunn |
Name: Alex J. Dunn |
Title: Chief Executive Officer and Chief Financial Officer |
Name |
Position |
Date | ||
/s/ Paul Ryan | Chairman of the Board of Directors | March 30, 2022 | ||
Paul Ryan | ||||
/s/ Alex J. Dunn | Chief Executive Officer, Chief Financial Officer, and Director | March 30, 2022 | ||
Alex J. Dunn | ( Principal Executive Officer, Principal Financial and Accounting Officer |
|||
/s/ Richard Boyce | Director | March 30, 2022 | ||
Richard Boyce | ||||
/s/ Michael M. Calbert | Director | March 30, 2022 | ||
Michael M. Calbert | ||||
/s/ Gisel Ruiz | Director | March 30, 2022 | ||
Gisel Ruiz |
Page |
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F-2 |
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Financial Statements: |
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F-3 |
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F-4 |
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F-5 | ||||
F-6 |
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F-7 |
December 31, |
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2021 |
2020 |
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Assets: |
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Current assets: |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total current assets |
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Investments held in Trust Account |
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Total Assets |
$ |
$ |
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Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
Accrued expenses |
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Franchise tax payable |
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Total current liabilities |
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Convertible note—related party |
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Derivative warrant liabilities |
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Total Liabilities |
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Commitments and Contingencies |
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Class A common stock subject to possible redemption; $ (1) |
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Stockholders’ Deficit: |
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Preferred stock, $ |
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Class A common stock, $ (1) |
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Class B common stock, $ (1) |
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Class F common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ( |
) | ||||
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Total stockholders’ deficit |
( |
) | ( |
) | ||||
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Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
$ |
$ |
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(1) |
On March 24, 2021, the Company effected a 2.5:1 forward stock split for each share of Class A common stock and Class B common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. |
For the Year Ended December 31, 2021 |
For the Period from June 22, 2020 (Inception) through December 31, 2020 |
|||||||
Operating expenses |
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General and administrative expenses |
$ | $ | ||||||
Administrative fee—related party |
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Franchise tax expense |
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|
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Loss from operations |
( |
) | ( |
) | ||||
Change in fair value of derivative warrant liabilities |
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Offering costs associated with derivative warrant liabilities |
( |
) | ||||||
Income from investments held in Trust Account |
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Net income |
$ | $ | ||||||
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Weighted average shares outstanding of Class A common stock, basic and diluted (1) |
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Basic and diluted net income per share of Class A common stock |
$ | $ | ||||||
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Weighted average shares outstanding of Class B common stock, basic and diluted (2) |
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Basic and diluted net income per share of Class B common stock |
$ | $ | ||||||
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Weighted average shares outstanding of Class F common stock, basic and diluted (3) |
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Basic and diluted net income per share of Class F common stock |
$ | $ | ||||||
|
|
|
|
(1) |
On March 24, 2021, the Company effected a |
(2) |
On July 17, 2020, the Company effected a |
(3) |
On July 29, 2020, the Company effected a reverse stock split for all Class F common stock issued and outstanding. On September 17, 2020, the Company effected a 1 for |
FOR THE YEAR ENDED DECEMBER 31, 2021 |
||||||||||||||||||||||||||||||||||||
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||||||||||
Class A (1) |
Class B (2) |
Class F (3) |
||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|
|
|
||||||||||||||||||||||||||||
Balance - December 31, 2020 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||||||||||
Net income |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
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|
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|
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|
|||||||||||||||||||
Balance - December 31, 2021 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||||||||||
|
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FOR THE PERIOD FROM JUNE 22, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020 |
||||||||||||||||||||||||||||||||||||
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||||||||||
Class A (1) |
Class B (2) |
Class F (3) |
||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||
Balance - June 22, 2020 (inception) |
$ |
$ |
$ |
$ |
$ |
$ |
||||||||||||||||||||||||||||||
Issuance of Class B common stock to Sponsor |
— | — | — | — | — | |||||||||||||||||||||||||||||||
Issuance of Class F common stock to Sponsor |
— | — | — | — | — | |||||||||||||||||||||||||||||||
Sale of CAPS TM , net of fair value of private placement warrants |
— | — | — | — | — | |||||||||||||||||||||||||||||||
Accretion on Class A common stock subject to possible redemption amount |
— | — | — | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
Net income |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
|
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|
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|
|
|
|
|||||||||||||||||||
Balance - December 31, 2020 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||||||||||
|
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(1) |
On March 24, 2021, the Company effected a |
(2) |
On July 17, 2020, the Company effected a |
(3) |
On July 29, 2020, the Company effected a reverse stock split for all Class F common stock issued and outstanding. On September 17, 2020, the Company effected a 1 for |
For the Year Ended December 31, 2021 |
For the Period from June 22, 2020 (Inception) through December 31, 2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income |
$ | $ | ||||||
Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
Change in fair value of derivative warrant liabilities |
( |
) | ( |
) | ||||
General and administrative expenses paid by related party under note payable |
— | |||||||
Offering costs associated with derivative warrant liabilities |
— | |||||||
Interest income from investments held in Trust Account |
( |
) | ( |
) | ||||
Changes in assets and liabilities: |
||||||||
Prepaid expenses |
( |
) | ||||||
Accounts payable |
( |
) | ||||||
Accrued expenses |
||||||||
Franchise tax payable |
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Net cash used in operating activities |
( |
) | ( |
) | ||||
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Cash Flows from Investing Activities |
||||||||
Cash deposited in Trust Account |
— | ( |
) | |||||
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Net cash used in investing activities |
— | ( |
) | |||||
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Cash Flows from Financing Activities: |
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Proceeds received from initial public offering, gross |
— | |||||||
Proceeds received from private placement |
— | |||||||
Proceeds from Convertible note - related party |
— | |||||||
Repayment of note payable to related party |
— | ( |
) | |||||
Offering costs paid |
— | ( |
) | |||||
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Net cash provided by financing activities |
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Net change in cash |
( |
) | ||||||
Cash - beginning of the period |
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Cash - end of the period |
$ |
$ |
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Supplemental disclosure of noncash activities: |
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Offering costs paid in exchange for issuance of Class B common stock to Sponsor |
$ | — | $ | |||||
Offering costs paid in exchange for issuance of Class F common stock to Sponsor |
$ | — | $ | |||||
Offering costs included in accrued expenses |
$ | — | $ | |||||
Offering costs paid through note payable |
$ | — | $ |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
For the Year Ended December 31, 2021 |
For the Period from June 22, 2020 (Inception) through December 31, 2020 |
|||||||||||||||||||||||
Class A |
Class B |
Class F |
Class A |
Class B |
Class F |
|||||||||||||||||||
Basic net income per common stock: |
||||||||||||||||||||||||
Numerator: |
||||||||||||||||||||||||
Allocation of net income |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Denominator: |
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Weighted average common stock outstanding, basic and diluted |
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Basic and diluted net income per share of common stock |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
|
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|
• | at any time while the warrants are exercisable, |
• | upon a minimum of |
• | if, and only if, the last sales price of shares of the Class A common stock equals or exceeds $18.00 per share for any “ trading period”) ending three business days before the Company sends the notice of redemption, and |
• | if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants commencing five business days prior to the 30-day trading period and continuing each day thereafter until the date of redemption. |
Gross proceeds from Initial Public Offering |
$ | |||
Less: |
||||
Fair value of Public Warrants at issuance |
( |
) | ||
Offering costs allocated to Class A common stock subject to possible redemption |
( |
) | ||
Plus: |
||||
Accretion on Class A common stock subject to possible redemption value |
||||
|
|
|||
Class A common stock subject to possible redemption |
$ | |||
|
|
Fair Value Measured as of December 31, 2021 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
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Assets: |
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|
Investments held in Trust Account - U.S. Treasury Securities |
$ | $ | — | $ | — | $ | |
|||||||||
Liabilities: |
||||||||||||||||
Warrant liabilities - Public Warrants |
$ | $ | — | $ | — | $ | ||||||||||
Warrant liabilities - Private Placement Warrants |
$ | — | $ | — | $ | |
$ |
Fair Value Measured as of December 31, 2020 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
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Assets: |
|
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|
|
|
|
|
|
|
|
Investments held in Trust Account - U.S. Treasury Securities |
$ | |
$ | — | $ | — | $ | |
||||||||
Liabilities: |
||||||||||||||||
Warrant liabilities - Public Warrants |
$ | $ | — | $ | — | $ | ||||||||||
Warrant liabilities - Private Placement Warrants |
$ | — | $ | — | $ | |
$ |
December 31, 2021 |
December 31, 2020 |
|||||||
Exercise price |
$ | |
$ | |||||
Stock Price |
$ | $ | ||||||
Term (in years) |
||||||||
Volatility |
% | % | ||||||
Risk-free interest rate |
% | % | ||||||
Dividend yield |
% | % | ||||||
Probability of success |
% | % |
Level 3 warrant liabilities as of June 22, 2020 (inception) |
$ | |||
Issuance of Public and Private Placement Warrants |
||||
Transfer of Public Warrants to Level 1 |
( |
) | ||
Change in fair value of derivative warrant liabilities |
( |
) | ||
|
|
|||
Level 3 warrant liabilities as of December 31, 2020 |
||||
Change in fair value of derivative warrant liabilities |
( |
) | ||
|
|
|||
Level 3 warrant liabilities as of December 31, 2021 |
$ | |||
|
|
For the Year Ended December 31, 2021 |
For the Period from June 22, 2020 (Inception) through December 31, 2020 |
|||||||
Current |
||||||||
Federal |
$ | ( |
) | $ | ( |
) | ||
State |
||||||||
Deferred |
||||||||
Federal |
( |
) | ( |
) | ||||
State |
||||||||
Valuation allowance |
||||||||
|
|
|
|
|||||
Income tax provision |
$ | $ | ||||||
|
|
|
|
As of December 31, |
||||||||
2021 |
2020 |
|||||||
Deferred tax assets: |
||||||||
Start-up/Organization costs |
$ | $ | ||||||
Net operating loss carryforwards |
||||||||
|
|
|
|
|||||
Total deferred tax assets |
||||||||
Valuation allowance |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Deferred tax asset, net of allowance |
$ | $ | ||||||
|
|
|
|
For the Year Ended December 31, 2021 |
For the Period from June 22, 2020 (Inception) through December 31, 2020 |
|||||||
Statutory federal income tax rate |
% | % | ||||||
Change in fair value of derivative warrant liabilities |
( |
)% | ( |
)% | ||||
Offering costs associated with derivative warrant liabilities |
% | % | ||||||
Change in valuation allowance |
% | % | ||||||
|
|
|
|
|||||
Income tax expenses (benefit) |
% | % | ||||||
|
|
|
|
Exhibit 10.9
PROMISSORY NOTE
$250,000 | As of October 27, 2021 |
Executive Network Partnering Corporation (Maker) promises to pay to the order of ENPC Holdings, LLC or its successors or assigns (Payee) the principal sum of two hundred fifty thousand dollars ($250,000) in lawful money of the United States of America, on the terms and conditions described below.
1. Principal. The principal balance of this Note shall be repayable on the consummation of the Makers merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses or entities (a Partnering Transaction). Payee understands that if a Partnering Transaction is not consummated, this Note will not be repaid and all amounts owed hereunder will be forgiven except to the extent that the Maker has funds available to it outside of its trust account established in connection with its initial public offering.
2. Interest. No interest shall accrue on the unpaid principal balance of this Note.
3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
4. Events of Default. The following shall constitute Events of Default:
(a) Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the date when due.
(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of maker in an involuntary case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
5. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this Note to be due and payable, whereupon the principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of, and all other sums payable with regard to, this Note shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
6. Conversion. Upon consummation of a Partnering Transaction, the Payee shall have the option, but not the obligation, to convert the principal balance of this Note, in whole or in part at the option of the Payee, into Working Capital CAPSTM (as defined in that certain Warrant Agreement, dated September 15, 2020, by and between the Maker and Continental Stock Transfer & Trust Company), at a price of $10.00 per Working Capital CAPSTM. As promptly after notice by Payee to Maker to convert the principal balance of this Note, which must be made at least
24 hours prior to the consummation of the Partnering Transaction, as reasonably practicable and after Payees surrender of this Note, Maker shall have issued and delivered to Payee, without any charge to Payee, a CAPSTM certificate or certificates (issued in the name(s) requested by Payee), or made appropriate book-entry notation on the books and records of the Maker, for the number of CAPSTM of Maker issuable upon the conversion of this Note.
7. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
8. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agree that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to them or affecting their liability hereunder.
9. Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section:
If to Maker:
Executive Network Partnering Corporation
137 Newbury Street, 7th Floor
Boston, MA 02116
Attention: Alex Dunn
If to Payee:
ENPC Holdings, LLC
137 Newbury Street, 7th Floor
Boston, MA 02116
Attention: Alex Dunn
Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission was received by the receiving partys on-line access provider (iv) the date reflected on a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.
10. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (Claim) in or to any distribution of or from the trust account established in which proceeds of the Makers initial public offering of securities (IPO) (including the deferred underwriters discounts and commissions) and proceeds of the sale of the CAPSTM issued in a private placement which occurred in connection with the consummation of the IPO are deposited, as described in greater detail in the registration statement and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
11. Construction. This Note shall be construed and enforced in accordance with the domestic, internal law, but not the law of conflict of laws, of the State of New York.
12. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by its Chief Financial Officer the day and year first above written.
Executive Network Partnering Corporation | ||
By: | /s/ Alex Dunn | |
Name: | Alex Dunn | |
Title: | Chief Executive Officer |
Agreed and Acknowledged: | ||
ENPC Holdings, LLC | ||
a Delaware limited liability company | ||
By: | /s/ Alex Dunn | |
Name: Alex Dunn | ||
Title: President |
[Signature Page to Promissory Note]
EXHIBIT 31.1
CERTIFICATION
PURSUANT TO RULE 13A-14 AND 15D-14
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Alex J. Dunn, certify that:
1. I have reviewed this Annual Report on Form 10-K for the period ended December 31, 2021 of Executive Network Partnering Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;
4. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting.
Date: March 30, 2022 | /s/ Alex J. Dunn | |
Alex J. Dunn | ||
Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
In connection with the Annual Report on Form 10-K of Executive Network Partnering Corporation (the Company) for the period ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Alex J. Dunn, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 30, 2022 | /s/ Alex J. Dunn | |||
Alex J. Dunn | ||||
Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) |
Balance Sheet (Parenthetical) - $ / shares |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary equity shares issued | 41,400,000 | 41,400,000 |
Temporary equity shares outstanding | 41,400,000 | 41,400,000 |
Temporary equity redemption price per share | $ 10.00 | $ 10.00 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 380,000,000 | 380,000,000 |
Common stock shares issued | 614,000 | 614,000 |
Common stock shares outstanding | 614,000 | 614,000 |
Common Class B [Member] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 1,000,000 | 1,000,000 |
Common stock shares issued | 300,000 | 300,000 |
Common stock shares outstanding | 300,000 | 300,000 |
Common Stock Class F [Member] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 828,000 | 828,000 |
Common stock shares outstanding | 828,000 | 828,000 |
Statements of Operations - USD ($) |
6 Months Ended | 12 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|
Dec. 31, 2020 |
Dec. 31, 2021 |
|||||||
Operating expenses | ||||||||
General and administrative expenses | $ 172,982 | $ 1,964,225 | ||||||
Administrative fee—related party | 80,000 | 240,000 | ||||||
Franchise tax expense | 104,159 | 159,071 | ||||||
Loss from Operations | (357,141) | (2,363,296) | ||||||
Change in fair value of derivative warrant liabilities | 2,835,950 | 3,794,220 | ||||||
Offering costs associated with derivative warrant liabilities | (182,130) | 0 | ||||||
Income from investments held in Trust Account | 11,571 | 41,407 | ||||||
Net income | $ 2,308,250 | $ 1,472,331 | ||||||
Common Class A [Member] | ||||||||
Operating expenses | ||||||||
Weighted average shares outstanding of Class common stock, basic and diluted | [1] | 22,857,358 | 42,014,000 | |||||
Basic and diluted net (loss) income per share | $ 0.10 | $ 0.03 | ||||||
Common Class F [Member] | ||||||||
Operating expenses | ||||||||
Weighted average shares outstanding of Class common stock, basic and diluted | [2] | 778,756 | 828,000 | |||||
Basic and diluted net (loss) income per share | $ 0.10 | $ 0.03 | ||||||
Common Class B [Member] | ||||||||
Operating expenses | ||||||||
Weighted average shares outstanding of Class common stock, basic and diluted | [3] | 300,000 | 300,000 | |||||
Basic and diluted net (loss) income per share | $ 0.10 | $ 0.03 | ||||||
|
Statements of Operations (Parenthetical) |
Jul. 29, 2020 |
---|---|
Common Class F [Member] | |
Stockholders' equity note, stock split | 1.2 |
Statements of Changes In Stockholders' Deficit - USD ($) |
Total |
Common Stock [Member]
Common Class A [Member]
|
Common Stock [Member]
Common Class B [Member]
|
Common Stock [Member]
Common Stock Class F [Member]
|
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Beginning balance at Jun. 21, 2020 | $ 0 | $ 0 | [1] | $ 0 | [2] | $ 0 | [3] | $ 0 | $ 0 | ||||||
Beginning balance (Shares) at Jun. 21, 2020 | 0 | [1] | 0 | [2] | 0 | [3] | |||||||||
Issuance of Class B common stock to Sponsor | 18,750 | $ 30 | [2] | 18,720 | |||||||||||
Issuance of Class B common stock to Sponsor (Shares) | [2] | 300,000 | |||||||||||||
Issuance of Class F common stock to Sponsor | 6,250 | $ 83 | [3] | 6,167 | |||||||||||
Issuance of Class F common stock to Sponsor (Shares) | [3] | 828,000 | |||||||||||||
Excess cash received over the fair value of the private warrants | 5,932,770 | $ 61 | [1] | 5,932,709 | |||||||||||
Excess cash received over the fair value of the private warrants (Shares) | [1] | 614,000 | |||||||||||||
Accretion on Class A common stock subject to possible redemption amount | (18,146,564) | (5,957,596) | (12,188,968) | ||||||||||||
Net income (loss) | 2,308,250 | 2,308,250 | |||||||||||||
Ending balance at Dec. 31, 2020 | (9,880,544) | $ 61 | [1] | $ 30 | [2] | $ 83 | [3] | 0 | (9,880,718) | ||||||
Ending balance (Shares) at Dec. 31, 2020 | 614,000 | [1] | 300,000 | [2] | 828,000 | [3] | |||||||||
Net income (loss) | 1,472,331 | 1,472,331 | |||||||||||||
Ending balance at Dec. 31, 2021 | $ (8,408,213) | $ 61 | [1] | $ 30 | [2] | $ 83 | [3] | $ 0 | $ (8,408,387) | ||||||
Ending balance (Shares) at Dec. 31, 2021 | 614,000 | [1] | 300,000 | [2] | 828,000 | [3] | |||||||||
|
Statements of Changes In Stockholders' Deficit (Parenthetical) |
Jul. 29, 2020 |
---|---|
Common Stock Class F [Member] | |
Stockholders' equity, reverse stock split | 1.2 |
Statements of Cash Flows - USD ($) |
6 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2020 |
Dec. 31, 2021 |
|
Cash Flows from Operating Activities: | ||
Net income | $ 2,308,250 | $ 1,472,331 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of derivative warrant liabilities | (2,835,950) | (3,794,220) |
General and administrative expenses paid by related party under note payable | 29,287 | |
Offering costs associated with derivative warrant liabilities | 182,130 | 0 |
Interest income from investments held in Trust Account | (11,571) | (41,407) |
Changes in assets and liabilities: | ||
Prepaid expenses | (440,771) | 233,791 |
Accounts payable | 80,044 | (11,309) |
Accrued expenses | 22,000 | 846,135 |
Franchise tax payable | 104,159 | 70,444 |
Net cash used in operating activities | (562,422) | (1,224,235) |
Cash Flows from Investing Activities | ||
Cash deposited in Trust Account | (414,000,000) | (414,000,000.0) |
Net cash used in investing activities | (414,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds received from initial public offering, gross | 414,000,000 | |
Proceeds received from private placement | 6,140,000 | |
Proceeds from Convertible Note—related party | 430,000 | |
Repayment of note payable to related party | (171,450) | |
Offering costs paid | (4,518,031) | |
Net cash provided by financing activities | 415,450,519 | 430,000 |
Net change in cash | 888,097 | (794,235) |
Cash—beginning of the period | 0 | 888,097 |
Cash—end of the period | 888,097 | $ 93,862 |
Supplemental disclosure of noncash activities: | ||
Offering costs included in accrued expenses | 85,000 | |
Offering costs included in accounts payable | 142,163 | |
Common Class B [Member] | ||
Supplemental disclosure of noncash activities: | ||
Offering costs paid in exchange for issuance of common stock to Sponsor | 18,750 | |
Common Stock Class F [Member] | ||
Supplemental disclosure of noncash activities: | ||
Offering costs paid in exchange for issuance of common stock to Sponsor | $ 6,250 |
Description of Organization and Business Operations |
12 Months Ended |
---|---|
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | NOTE 1 - Description of Organization, Business Operations and Going Concern Organization and General Executive Network Partnering Corporation (the “Company”) is a blank check company incorporated in Delaware on June 22, 2020. The Company was formed for the purpose of identifying a company to partner with, in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses (“Partnering Transaction”). The Company may pursue a Partnering Transaction in any business or industry but expect to focus on a business where the Company believes its strong network, operational background, and aligned economic structure will provide the Company with a competitive advantage. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. The Company’s sponsor is ENPC Holdings, LLC, a Delaware limited liability company (the “Sponsor”). As of December 31, 2021, the Company had not commenced any operations. All activity for the period from June 22, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”) and since the closing of the Initial Public Offering, the search for a prospective initial Partnering Transaction. The Company will not generate any operating revenues until after the completion of its initial Partnering Transaction, at the earliest. The Company will generate non-operating income in the form of interest income on investments held in trust account from the proceeds derived from the Initial Public Offering. Financing The registration statement for the Company’s Initial Public Offering was declared effective on September 15, 2020. On September 18, 2020, the Company consummated its Initial Public Offering of 41,400,000 of its securities called CAPS TM (“CAPS TM ”) (with respect to the Class A common stock included in the CAPS TM being offered, the “Public Shares”), which included 5,400,000 CAPS TM issued as a result of the underwriters’ exercise in full of their over-allotment option, at $10.00 per CAPS TM , generating gross proceeds of $414.0 million, and incurring offering costs of approximately $4.8 million. Concurrently with the closing of the Initial Public Offering, the Company completed the private sale of 614,000 private placement CAPS TM (“Private Placement CAPS TM ”), at a price of $10.00 per Private Placement CAPS TM to the Sponsor (the “Private Placement”), generating gross proceeds to the Company of approximately $6.1 million (Note 4). The CAPS TM have been retroactively restated to reflect the March 24, 2021, 2.5:1 forward stock split for each share of Class A common stock and warrant. Trust Account Upon the closing of the Initial Public Offering and the sale of Private Placement CAPS TM CAPS TM CAPS TM 2a-7 under 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 Partnering Transaction and (ii) the distribution of the Trust Account as described below. The Company must complete a Partnering Transaction with one or more partner candidate businesses having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Partnering Transaction. However, the Company will only complete a Partnering Transaction if the post- transaction company owns or acquires 50% or more of the voting securities of the partner candidate or otherwise acquires a controlling interest in the partner candidate sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company’s certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in Trust Account will be released until the earlier of: (i) the completion of the Partnering Transaction; (ii) the redemption of any of the common stock included in the CAPS TM being sold in the Initial Public Offering (the “Public Shares”) to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder vote to amend certain provisions of the Company’s certificate of incorporation prior to a Partnering Transaction or (iii) the redemption of 100% of the Public Shares if the Company does not complete a Partnering Transaction within the Partnering Period (defined below). The Company, after signing a definitive agreement for a Partnering Transaction, will either (i) seek stockholder approval of the Partnering Transaction at a meeting called for such purpose in connection with which Public Stockholders may seek to redeem their Public shares, regardless of whether they vote for or against the Partnering Transaction or do not vote at all, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of business days prior to the consummation of the initial Partnering Transaction, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, or (ii) provide the Public Stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of business days prior to commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes. As a result, such common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially anticipated to be $10.00 per Public Share. The decision as to whether the Company will seek stockholder approval of the Partnering Transaction or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Partnering Transaction only if a majority of the voting power of the outstanding shares of common stock voted are voted in favor of the Partnering Transaction. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 immediately prior to or upon consummation of the Company’s initial Partnering Transaction. In such case, the Company would not proceed with the redemption of its Public Shares and the related Partnering Transaction, and instead may search for an alternate Partnering Transaction. The Company will only have 24 months from the closing of the Initial Public Offering, or September 18, 2022 (or 27 months, or December 18, 2022, if the Company has executed a letter of intent, agreement in principle or definitive agreement for the Partnering Transaction within 24 months) to complete its initial Partnering Transaction (the “Partnering Period”). If the Company does not complete a Partnering Transaction within this period of time (and stockholders do not approve an amendment to the certificate of incorporation to extend this date), it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to their pro rata share of the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of such net interest to pay dissolution expenses), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Stockholders”) have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any Founder Shares (as defined in Note 4) and Public Shares they hold in connection with the completion of the Partnering Transaction, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated a Partnering Transaction within the Partnering Period or with respect to any other material provisions relating to stockholders’ rights or pre-Partnering Transaction activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to complete the Partnering Transaction within the Partnering Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the Partnering Transaction within the Partnering Period). Pursuant to the letter agreement, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Partnering Transaction agreement, 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 prospective target business who 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 underwriter of our initial public offering against certain liabilities, including liabilities under the Securities Act. Going Concern As of December 31, 2021, the Company had approximately $94,000 in its operating bank account and a working capital deficit of approximately $896,000. Interest income on the balance in the Trust Account may be used to pay the Company’s franchise and income tax obligations. Management intends to use substantially all of the funds held in the Trust Account to complete the initial Partnering Transaction and to pay the Company’s expenses relating thereto. To the extent that the Company’s capital stock or debt is used, in whole or in part, as consideration to complete the initial Partnering Transaction, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. The Company’s liquidity needs up to the closing of the Initial Public Offering and the sale of Private Placement CAPS TM had been satisfied through a capital contribution of $25,000 from the Sponsor to purchase Class F and Class B common stock, the loan under a note agreement with the Sponsor of approximately $171,000 (the “Note”) to cover for offering costs in connection with the Initial Public Offering, the Company fully repaid the Note on September 22, 2020, and certain portion of the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Partnering Transaction, the Company’s officers, directors and initial stockholders may, but are not obligated to, provide the Company working capital loans (the “Working Capital Loans”). As of December 31, 2021 and 2020, the Company had $430,000 and $0 note outstanding under the Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)
2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until September 18, 2022 to consummate a Partnering Transaction. It is uncertain that the Company will be able to consummate a Partnering Transaction by this time. If a Partnering Transaction is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Partnering Transaction not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to complete the Business Combination prior to the liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 18, 2022. |
Summary of Significant Accounting Policies |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | NOTE 2 - Summary of Significant Accounting Policies Basis of presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 an 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and 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 as of December 31, 2021 and 2020. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised 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 and generally have a readily determinable fair value, or a combination thereof. To the extent that the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities and are recognized at fair market value. To the extent that the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limits of $250,000, and investments held in Trust Account. As of December 31, 2021 and 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements” equal or approximate the carrying amounts represented in the balance sheets. Fair Value Measurement 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 consist of:
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. Offering Costs Associated with the Initial Public Offering Offering costs consist legal, accounting, underwriting fees and other costs incurred in connection with the formation and preparation for the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Public Shares were charged to the initial carrying value of the temporary equity 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 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, as of December 31, 2021 and 2020, 41,400,000 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A common stock resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 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 Company issued 10,350,000 warrants to purchase Class A common stock to investors in its Initial Public Offering, including the over-allotment, and simultaneously issued 153,500 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at 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 statements of operations. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation model and subsequently been measured based on the listed market price of such warrants at each measurement date when separately listed and traded. The fair value of the warrants issued in connection with the Private Placement have been estimated using a Black-Scholes Option Pricing model at each measurement date. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities and convertible note are classified as non-current liabilities, as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. 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. ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.Net Income per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has three classes of shares, which are referred to as Class A common stock, Class B common stock and Class F common stock. Income and losses are shared pro rata among the three classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants underlying the CAPS TM sold in the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase 10,503,500 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the year ended December 31, 2021 and for the period from June 22, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share of common stock for each class of common stock:
Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021 using the modified retrospective method for transition. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering |
12 Months Ended |
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Dec. 31, 2021 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3 - Initial Public Offering Public CAPS TM On September 18, 2020, the Company consummated its Initial Public Offering of 41,400,000 CAPS TM , which included 5,400,000 CAPS TM issued as a result of the underwriters’ exercise in full of their over-allotment option, at $10.00 per CAPS TM , generating gross proceeds of $414.0 million, and incurring offering costs of approximately $4.8 million. Each CAPS TM one-quarter of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant may be exercised to purchase one share of Class A common stock for $11.50 per share, subject to adjustment (see Note 8). Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 5,400,000 additional CAPS TM to The underwriters were entitled to an underwriting discount of $0.01 per CAPS TM , or approximately $4.1 million in the aggregate, paid upon the closing of the Initial Public Offering. |
Related Party Transactions |
12 Months Ended |
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Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4 - Related Party Transactions Founder Shares and Performance Shares On June 22, 2020, the Sponsor paid for certain offering costs on behalf of the Company in exchange for (i) 737,789 Class F common stock (the “Founder Shares”) in exchange for a capital contribution of $ 6,250, or approximately $0.008 per share and (ii) 1,200 shares of Class B common stock (the “Performance Shares”) for a capital contribution of $18,750, or $15.625 per share. On July 17, 2020 and March 24, 2021, the Company effected a 100:1 and a 2.5:1 forward stock split for each share of Class B common stock, respectively, resulting in an aggregate of 300,000 Performance Shares outstanding. On July 29, 2020, the Company effected a reverse stock split for Class F common stock, resulting in an aggregate of 690,000 shares of Class F common stock. On September 17, 2020, the Company effected a 1 for 1.2 forward stock split that increased the outstanding Class F common stock from 690,000 shares to 828,000 shares. All shares and associated amounts have been retroactively restated to reflect the stock splits. Of the 828,000 Founder Shares outstanding, up to 108,000 of the Founder Shares would be forfeited depending on the extent to which the underwriter’s over- allotment is exercised, so that such Founder Shares would represent 5% of the outstanding shares issued in the Initial Public Offering. The underwriters fully exercised their over-allotment option on September 18, 2020; thus, these 108,000 Founder Shares were no longer subject to forfeiture. The Founder Shares are entitled to (together with the Performance Shares) a number of votes representing 20% of the Company’s outstanding common stock (not including the private placement shares) prior to the completion of the Partnering Transaction. As of December 31, 2021 and 2020, after giving effect to the 2.5:1 forward stock split for each share of Class B common stock, which was effective on March 24, 2021, the Company had an aggregate of 828,000 Founders Shares and 300,000 Performance Shares, issued and outstanding. The Initial Stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) 180 days after the completion of the Partnering Transaction and (ii) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Partnering Transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees. Private Placement CAPS TM Substantially concurrently with the closing of the Initial Public Offering, the Company completed the private sale of 245,600 Private Placement CAPS TM (614,000 Private Placement CAPS TM after giving effect to the Stock Split), at a price of $25.00 per Private Placement CAPS TM ($10.00 per Private Placement CAPS TM after giving effect to the Stock Split) to the Sponsor, generating gross proceeds to us of approximately $6.1 million. Each Private Placement CAPSTM consists of one share of Class A common stock and one-quarter of one redeemable warrant (each, a “Private Placement Warrant”). Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the proceeds from the sale of the Private Placement CAPS TM Related Party Loans On June 22, 2020, the Sponsor agreed to loan the Company up to an aggregate of $300,000 pursuant to an unsecured promissory note to cover expenses related to the Initial Public Offering. This loan was payable without interest upon the completion of the Initial Public Offering. The Company borrowed $171,000 under the Note and fully repaid the Note on September 22, 2020. Subsequent to the repayment, the facility was no longer available to the Company. In order to finance transaction costs in connection with an intended initial Partnering Transaction, 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. Up to $1.5 million of the Working Capital Loans may be convertible into CAPS TM at a price of$25.00 per CAPS TM ($10.00 per CAPS TM after giving effect to the Stock Split) at the option of the lender. The CAPSTM would be identical to the Private Placement CAPS TM issued to the Sponsor. Except as described below, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. On September 23, 2021, the Company issued a Working Capital Loan to the Sponsor, pursuant to which the Company borrowed $180,000 for ongoing expenses reasonably related to the business of the Company and the consummation of the Partnering Transaction. On October 27, 2021, the Company issued a Working Capital Loan to the Sponsor, pursuant to which the Company borrowed $180,000 for ongoing expenses reasonably related to the business of the Company and the consummation of the Partnering Transaction. The Working Capital Loans do not bear any interest. All unpaid principal under the Working Capital Loans will be due and payable in full on the earlier of (i) January 11, 2023 and (ii) the effective date of the Partnering Transaction (such earlier date, the “Maturity Date”). The Sponsor will have the option, at the time of consummation of a Partnering Transaction, to convert any amounts outstanding under the Working Capital Loans into CAPS TM . During the year ended December 31, 2021, the Company borrowed from Sponsor total of $430,000 pursuant to the Working Capital Loans for ongoing expenses reasonably related to the business of us and the consummation of the Partnering Transaction. As of December 31, 2021 and 2020, $430,000 and $0 were outstanding under the Working Capital Loans. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the Partnering Transaction and the Company’s liquidation, the Company will pay an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team $20,000 per month. The Company incurred $240,000 and $80,000 in expenses in connection with such services during year ended December 31, 2021 and for the period from June 22, 2020 (inception) through December 31, 2020, as reflected in related party general and administrative expenses in the accompanying statements of operations. As of December 31, 2021 and 2020, the Company had approximately $0 and $80,000 in accounts payable in connection with such services as reflected in the accompanying balance sheets. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket |
Commitments and Contingencies |
12 Months Ended |
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Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 5 - Commitments and Contingencies Registration Rights The holders of the Founder Shares, Performance Shares, private placement warrants and private placement shares underlying Private Placement CAPS TM and private placement CAPSTM that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock into which such securities may convert and that may be issued upon exercise of private placement warrants) are entitled to registration rights pursuant to a registration rights agreement, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Partnering Transaction. The Company will bear the expenses incurred in connection with the filing of any such registration statements.Partnering Transaction Advisory Engagement Letter In September 2020, the Company engaged Evercore as a capital markets advisor in connection with the Partnering Transaction, to assist the Company with the potential Partnering Transaction. The Company agreed to pay Evercore for such services upon the consummation of the Partnering Transaction a cash fee in an amount equal to 2.25% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable), which equates to approximately $9.3 million. Pursuant to the terms of the capital markets advisory agreement, no fee will be due if the Company does not complete a Partnering Transaction. |
Warrants |
12 Months Ended | ||||||||||||||||
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Dec. 31, 2021 | |||||||||||||||||
Warrants [Abstract] | |||||||||||||||||
Warrants | NOTE 6 - Warrants No fractional warrants will be issued upon separation of the CAPS TM and only whole warrants will trade. Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the Initial Public Offering and 30 days after the completion of a Partnering Transaction, provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the Partnering Transaction, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the Partnering Transaction, 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 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 its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of the Partnering Transaction, or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the Partnering Transaction 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 Initial Stockholders or its affiliates, without taking into account any shares held by the Initial Stockholders 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 Partnering Transaction on the date of the consummation of the Partnering Transaction (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 after the day on which the Company consummates its Partnering Transaction (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 110% of the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are 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 Partnering Transaction, 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. 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. The Company may also redeem the Public Warrants, in whole and not in part, at a price of $0.01 per warrant:
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Partnering Transaction within the Partnering 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. As of December 31, 2021 and 2020, the Company had 10,350,000 Public Warrants and 153,500 Private Placement Warrants outstanding. |
Class A Common Stock Subject to Possible Redemption |
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Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Temporary Equity Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Class A Common Stock Subject to Possible Redemption | NOTE 7 - Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 380,000,000 Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2021 and 2020, there were 42,014,000 shares of Class A common stock issued and outstanding, of which 41,400,000 shares of Class A common stock subject to possible redemption and are classified outside of permanent equity in the balance sheets. The Class A common stock subject to possible redemption reflected on the balance sheets is reconciled on the following table:
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Stockholders' Deficit |
12 Months Ended |
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Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | NOTE 8 - Stockholders’ Deficit Preferred stock Class A Common Stock On March 24, 2021, the Company effected a 2.5:1 forward stock split for each share of Class A Common Stock. As of December 31, 2021 and 2020, there were 614,000 shares of Class A common stock outstanding. 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 our 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, as of December 31, 2021 and 2020, 41,400,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of our balance sheets. Class B Common Stock Each year following the completion of a Partnering Transaction, 10,000 shares of the Company’s Class B shares will convert into 1,000 shares of Class A common stock. However, if the price of a share of the Company’s Class A common stock exceeds $11.00 for 20 out of any 30 trading days following the completion of the Partnering Transaction, then the number of shares of Class A common stock deliverable (“conversion shares”) will be calculated as the greater of: (1) (a) 20% of the increase in the price of one Class A, year-over-year (but only after the price exceeds the “price threshold” being initially $10.00 and adjusted at the beginning of each year to be equal to the greater of: (i) the price of the Class A common stock for the previous year; and (ii) the price threshold at the end of the previous year) multiplied by (b) the number of shares of Class A common stock outstanding at the close of the Partnering Transaction, excluding those shares of Class A common stock received by the Sponsor through the Class F common stock; and (2) 2,500 shares of Class A common stock. This calculation shall be based on the Company’s fiscal year which may change as a result of the Partnering Transaction. The increase in the price of the Class A common stock, shall be based on the Company’s annual volume weighted average price (“VWAP”) for the Company’s fiscal year provided that with respect to the 12th fiscal year end following the Partnering Transaction the conversion calculation for the remaining 10,000 shares of Class B shares, the calculation shall be the greater of (i) such annual VWAP and (ii) the VWAP of the last 20 trading days of such fiscal year. The conversion shares will be calculated not only on the increase of the price of one share of Class A common stock but also on any dividends paid on one share of Class A common stock in such year. The price threshold for a particular year will be reduced by the dividends per shares of Class A common stock paid in such year. Upon a change of control, holders of the Class B shares shall receive the greater of: (a) the value of 6,000,000 shares of Class A common stock at the time of the announcement of the change of control or $60,000,000. Such calculation shall decrease by 1/12 each year. For so long as any shares of Class B common stock remain outstanding, the Company may not, without the prior vote or written consent of the holders of a majority of the shares of Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision the Company’s amended and restated certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common stock. Class F Common Stock The Founder Shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of a Partnering Transaction on a 1 for 2.5 basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Partnering Transaction, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as converted basis, 5% of the total number of shares of Class A common stock outstanding after such conversion (including the private placement shares) including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity- linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Partnering Transaction, provided that such conversion of Founder Shares will never occur on a less than 1 for 2.5 basis. For so long as any shares of Class F common stock remain outstanding, the Company may not, without the prior vote or written consent of the holders of a majority of the shares of Class F common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of the Company’s certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the shares of Class F common stock. Any action required or permitted to be taken at any meeting of the holders of shares of Class F common stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding shares of Class F common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class F common stock were present and voted. |
Fair Value Measurements |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements | NOTE 9 - Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020 by level within the fair value hierarchy:
Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in December 2020, upon trading of the Public Warrants in an active market. There were no transfers between levels for the year ended December 31, 2021. The fair value of the Public Warrants issued in connection with the Initial Public Offering was initially measured using a Monte Carlo simulation model and subsequently been measured based on the listed market price of such warrants. The fair value of the warrants issued in connection with the Private Placement have been estimated using a Black-Scholes Option Pricing model at each measurement date. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Black-Scholes Option Pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Class A common stock warrants based on implied volatility from the Company’s traded warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant 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. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement:
The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the year ended December 31, 2021 and for the period from June 22, 2020 (inception) through December 31, 2020 is summarized as follows:
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Income Taxes |
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Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | NOTE 10 - Income Taxes The Company does not currently have taxable income but will generate taxable income in the future primarily consisting of interest income earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. The income tax provision (benefit) consists of the following for year ended December 31, 2021 and for the period from June 22, 2020 (inception) through December 31, 2020:
The Company’s net deferred tax assets are as follows as of December 31, 2021 and 2020:
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. There were no unrecognized tax benefits as of December 31, 2021 and 2020. No amounts were accrued for the payment of interest and penalties as of December 31, 2021 and 2020. 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. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows:
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Subsequent Events |
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Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as noted below, the Company did not identify any subsequent events that have occurred that would require adjustments to the disclosures in the financial statements. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. |
Summary of Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of presentation | Basis of presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). |
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Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 an 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. |
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Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and the actual results could differ significantly from those estimates. |
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Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 and 2020. |
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Investments Held in Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised 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 and generally have a readily determinable fair value, or a combination thereof. To the extent that the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities and are recognized at fair market value. To the extent that the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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Concentration of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limits of $250,000, and investments held in Trust Account. As of December 31, 2021 and 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements” equal or approximate the carrying amounts represented in the balance sheets. |
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Fair Value Measurement | Fair Value Measurement 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 consist of:
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. |
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Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consist legal, accounting, underwriting fees and other costs incurred in connection with the formation and preparation for the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as
non-operating expenses in the statements of operations. Offering costs associated with the Public Shares were charged to the initial carrying value of the temporary equity upon the completion of the Initial Public Offering. |
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Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” 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, as of December 31, 2021 and 2020, 41,400,000 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A common stock resulted in charges against additional
paid-in capital (to the extent available) and accumulated deficit. |
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Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 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 Company issued 10,350,000 warrants to purchase Class A common stock to investors in its Initial Public Offering, including the over-allotment, and simultaneously issued 153,500 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC
815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at 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 statements of operations. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation model and subsequently been measured based on the listed market price of such warrants at each measurement date when separately listed and traded. The fair value of the warrants issued in connection with the Private Placement have been estimated using a Black-Scholes Option Pricing model at each measurement date. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities and convertible note are classified as non-current liabilities, as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
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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. ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be
more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. |
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Net Income per Share of Common Stock | Net Income per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has three classes of shares, which are referred to as Class A common stock, Class B common stock and Class F common stock. Income and losses are shared pro rata among the three classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants underlying the CAPS TM sold in the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase 10,503,500 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the year ended December 31, 2021 and for the period from June 22, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share of common stock for each class of common stock:
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Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021 using the modified retrospective method for transition. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements. |
Summary of Significant Accounting Policies (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Basic and Diluted Net Income (Loss) | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share of common stock for each class of common stock:
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Class A Common Stock Subject to Possible Redemption (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Temporary Equity Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Class A common stock subject to possible redemption reflected on the condensed balance sheets | The Class A common stock subject to possible redemption reflected on the balance sheets is reconciled on the following table:
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Fair Value Measurements (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020 by level within the fair value hierarchy:
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Summary of fair value measurements inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement:
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Summary of change in the fair value of the derivative warrant liabilities | The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the year ended December 31, 2021 and for the period from June 22, 2020 (inception) through December 31, 2020 is summarized as follows:
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Income Taxes (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of income tax provision (benefit) | The income tax provision (benefit) consists of the following for year ended December 31, 2021 and for the period from June 22, 2020 (inception) through December 31, 2020:
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Schedule of Company's net deferred tax assets | The Company’s net deferred tax assets are as follows as of December 31, 2021 and 2020:
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Schedule of reconciliation of the statutory federal income tax rate (benefit) | A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows:
|
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) |
6 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Mar. 24, 2021 |
Sep. 18, 2020 |
Dec. 31, 2020 |
Dec. 31, 2021 |
|
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Proceeds from initial public offer | $ 414,000,000 | |||
Stock related warrants issued during the period value | 5,932,770 | |||
Payment towards restricted investments | 414,000,000 | $ 414,000,000.0 | ||
Term of restricted investments | 185 days | |||
Percentage of the public shares to be redeemed in case of non occurrence of business combination | 100.00% | |||
Amount per share to be maintained in the trust account | $ 10.00 | |||
Minimum net worth needed | $ 5,000,001 | |||
Period after the cut off date for consummation of business combination within which public shares shall be redeemed | 10 days | |||
Estimated expenses payable on liquidation | $ 100,000 | |||
Cash | 888,097 | 93,862 | ||
Net Working Capital | 896,000 | |||
Stock issued during the period for services value | 18,750 | |||
Repayment of related party debt | 171,450 | |||
Working capital loans outstanding | $ 0 | 430,000 | ||
Sponsor [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Repayment of related party debt | $ 171,000 | |||
Cut Off Period One [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Time period for consummation of business combination | 24 months | |||
Date on or before which business combination shall be consummated | Sep. 18, 2022 | |||
Supported By Letter Of Intent [Member] | Cut Off Period Two [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Time period for consummation of business combination | 27 months | |||
Date on or before which business combination shall be consummated | Dec. 18, 2022 | |||
Business Combination Or Partnering [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Time gap between the date on which balance in the trust account is determined and the date of prospective event | 2 days | |||
Tender Offer [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Time gap between the date on which balance in the trust account is determined and the date of prospective event | 2 days | |||
Minimum [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Percentage of net assets excluding taxes payable of the prospective acquire | 80.00% | |||
Equity method investment ownership percentage | 50.00% | |||
Amount per share to be maintained in the trust account | $ 10.00 | |||
Maximum [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Amount per share to be maintained in the trust account | $ 10.00 | |||
Common Class A [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Proceeds from initial public offer | $ 414,000,000.0 | $ 414,000,000 | ||
Private Placement Warrants [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock Related Warrants Issued During The Period Shares | 614,000 | 614,000 | ||
Class of Warrant or Right, Price Per Warrant | $ 10.00 | |||
Stock related warrants issued during the period value | $ 6,100,000 | |||
Class B And Class F Common Stock [Member] | Sponsor [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock issued during the period for services value | $ 25,000 | |||
Class A common stock and warrant [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stockholders Equity Stock Split Conversion Ratio | 2.5:1 | |||
IPO [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Adjustments to additional paid in capital stock issuance costs | $ 4,100,000 | |||
IPO [Member] | Common Class A [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock shares issued during the period shares new issues | 41,400,000 | |||
Sale of stock issue price per share | $ 10.00 | |||
Adjustments to additional paid in capital stock issuance costs | $ 4,800,000 | |||
Over-Allotment Option [Member] | Common Class A [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock shares issued during the period shares new issues | 5,400,000 |
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
|
Accounting Policies [Line Items] | ||
Cash insured | $ 250,000 | |
Cash equivalents | $ 0 | $ 0 |
Private Placement [Member] | ||
Accounting Policies [Line Items] | ||
Number of warrants or rights outstanding | 153,500 | |
Common Class A [Member] | ||
Accounting Policies [Line Items] | ||
Common stock shares subject to possible redemption | 41,400,000 | 41,400,000 |
Number of warrants or rights outstanding | 10,350,000 | |
Common Class A [Member] | Warrant [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,503,500 |
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) (Detail) - USD ($) |
6 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2020 |
Dec. 31, 2021 |
|
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income | $ 2,204,221 | $ 1,433,835 |
Denominator: | ||
Weighted average common stock outstanding, basic and diluted | 22,857,358 | 42,014,000 |
Basic and diluted net income per share of common stock | $ 0.10 | $ 0.03 |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income | $ 28,931 | $ 10,238 |
Denominator: | ||
Weighted average common stock outstanding, basic and diluted | 300,000 | 300,000 |
Basic and diluted net income per share of common stock | $ 0.10 | $ 0.03 |
Common Class F [Member] | ||
Numerator: | ||
Allocation of net income | $ 75,098 | $ 28,258 |
Denominator: | ||
Weighted average common stock outstanding, basic and diluted | 778,756 | 828,000 |
Basic and diluted net income per share of common stock | $ 0.10 | $ 0.03 |
Initial Public Offering - Additional Information (Detail) - USD ($) |
6 Months Ended | 12 Months Ended | |
---|---|---|---|
Sep. 18, 2020 |
Dec. 31, 2020 |
Dec. 31, 2021 |
|
Proceeds from Initial Public Offering [Line Items] | |||
Proceeds from initial public offer | $ 414,000,000 | ||
Common Class A [Member] | |||
Proceeds from Initial Public Offering [Line Items] | |||
Proceeds from initial public offer | $ 414,000,000.0 | $ 414,000,000 | |
Class of warrants or rights exercise price per share | $ 11.50 | ||
IPO [Member] | |||
Proceeds from Initial Public Offering [Line Items] | |||
Underwriting discount per share | $ 0.01 | ||
Offering Costs | $ 4,100,000 | ||
IPO [Member] | Common Class A [Member] | |||
Proceeds from Initial Public Offering [Line Items] | |||
Stock shares issued during the period shares new issues | 41,400,000 | ||
Sale of stock issue price per share | $ 10.00 | ||
Offering Costs | $ 4,800,000 | ||
Over-Allotment Option [Member] | Common Class A [Member] | |||
Proceeds from Initial Public Offering [Line Items] | |||
Stock shares issued during the period shares new issues | 5,400,000 |
Related Party Transactions - Additional Information (Detail) - USD ($) |
6 Months Ended | 12 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Mar. 24, 2021 |
Sep. 18, 2020 |
Sep. 17, 2020 |
Jul. 17, 2020 |
Jun. 22, 2020 |
Dec. 31, 2020 |
Dec. 31, 2021 |
Oct. 27, 2021 |
Sep. 23, 2021 |
Jul. 29, 2020 |
|
Stock issued during the period value for services | $ 18,750 | |||||||||
Stock related warrants issued during the period value | 5,932,770 | |||||||||
Right number of securities called by each warrant description | Each Private Placement CAPSTM consists of one share of Class A common stock and one-quarter of one redeemable warrant (each, a “Private Placement Warrant” | |||||||||
Administrative Support Agreement [Member] | General and Administrative Expense [Member] | ||||||||||
Related Party Transaction Amounts Of Transaction | 80,000 | $ 240,000 | ||||||||
Administrative Support Agreement [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||||||||
Related Party Transaction Amounts Of Transaction | $ 80,000 | $ 0 | ||||||||
Private Placement Warrants [Member] | ||||||||||
Class of Warrant or Right, Price Per Warrant | $ 10.00 | |||||||||
Stock related warrants issued during the period value | $ 6,100,000 | |||||||||
Conversion of debt into warrants value | $ 1,500,000 | |||||||||
Conversion price per unit of debt into warrant | $ 10.00 | |||||||||
Private Placement Warrants [Member] | As Previously Reported [Member] | ||||||||||
Conversion price per unit of debt into warrant | 25.00 | |||||||||
Common Stock Class F [Member] | ||||||||||
Stock issued price per share | $ 0.0001 | $ 0.0001 | ||||||||
Common Stock, Shares, Outstanding | 828,000 | 828,000 | ||||||||
Common Stock, Shares, Issued | 828,000 | 828,000 | ||||||||
Common Class B [Member] | ||||||||||
Stock issued price per share | $ 0.0001 | $ 0.0001 | ||||||||
Stock split | 2.5:1 | 100:1 | ||||||||
Common Stock, Shares, Outstanding | 300,000 | 120,000 | 300,000 | 300,000 | ||||||
Common Stock, Shares, Issued | 300,000 | 300,000 | ||||||||
Private Placement Warrants [Member] | ||||||||||
Stock Related Warrants Issued During The Period Shares | 614,000 | 614,000 | ||||||||
Class of Warrant or Right, Price Per Warrant | $ 10.00 | |||||||||
Stock related warrants issued during the period value | $ 6,100,000 | |||||||||
Private Placement Warrants [Member] | As Previously Reported [Member] | ||||||||||
Stock Related Warrants Issued During The Period Shares | 245,600 | |||||||||
Class of Warrant or Right, Price Per Warrant | $ 25.00 | |||||||||
Common Class A [Member] | ||||||||||
Stock issued price per share | $ 0.0001 | $ 0.0001 | ||||||||
Stock split | 2.5:1 | |||||||||
Common Stock, Shares, Outstanding | 614,000 | 614,000 | ||||||||
Common Stock, Shares, Issued | 614,000 | 614,000 | ||||||||
Common stock shares subject to possible redemption shares | 41,400,000 | 41,400,000 | ||||||||
Class or warrants or rights issue price per warrant | $ 11.50 | |||||||||
Sponsor [Member] | ||||||||||
Percentage of common stock shareholding | 20.00% | 5.00% | ||||||||
Common stock shares not subject to forfeiture | 108,000 | |||||||||
Number of days for a particular event to get over for determining trading period | 180 days | |||||||||
Debt face value | $ 300,000 | |||||||||
Repayment of notes payable | $ 171,000 | |||||||||
Debt maturity date | Sep. 22, 2020 | |||||||||
Sponsor [Member] | Common Stock Class F [Member] | ||||||||||
Stock issued during the period shares for services | 737,789 | |||||||||
Stock issued during the period value for services | $ 6,250 | |||||||||
Stock issued price per share | $ 0.008 | |||||||||
Stock split | 1 for 1.2 | |||||||||
Common Stock, Shares, Outstanding | 828,000 | 690,000 | ||||||||
Common stock shares subject to possible redemption shares | 108,000 | |||||||||
Performance [Member] | Common Class B [Member] | ||||||||||
Stock issued during the period shares for services | 1,200 | |||||||||
Stock issued during the period value for services | $ 18,750 | |||||||||
Stock issued price per share | $ 15.625 | |||||||||
Stock split | 2.5:1 | 100:1 | ||||||||
Common Stock, Shares, Outstanding | 300,000 | |||||||||
ENPC Holdings, LLC [Member] | Working Capital Loan [Member] | ||||||||||
Note payable related party current | $ 0 | $ 430,000 | $ 180,000 | $ 180,000 |
Commitments and Contingencies - Additional Information (Detail) |
Sep. 30, 2020
USD ($)
|
---|---|
Loss Contingencies [Line Items] | |
Deferred underwriting commissions percentage payable | 2.25% |
Maximum [Member] | Over-Allotment Option [Member] | |
Loss Contingencies [Line Items] | |
Deferred underwriting fees payable | $ 9,300,000 |
Minimum [Member] | |
Loss Contingencies [Line Items] | |
Deferred underwriting fees payable | $ 0 |
Warrants - Additional Information (Detail) - $ / shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
|
Class of Warrant or Right [Line Items] | ||
Warrants redemption price per share | $ 0.01 | |
Percentage of proceeds from share issuances | 60.00% | |
Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants redeemable, threshold consecutive trading days | 20 days | |
Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 10,350,000 | |
Class or warrants or rights issue price per warrant | $ 11.50 | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 10,350,000 | 10,350,000 |
Public warrants expiry period | 5 years | |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 153,500 | 153,500 |
Warrants redemption price per share | $ 9.20 | |
Private Placement Warrants [Member] | Share Trigger Price One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants redemption price per share | $ 18.00 | |
Minimum notice period for warrants redemption | 30 days | |
Private Placement Warrants [Member] | Maximum [Member] | Share Trigger Price One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants redeemable, threshold consecutive trading days | 30 days | |
Class of warrants exercise price adjustment percentage | 180.00% | |
Private Placement Warrants [Member] | Minimum [Member] | Share Trigger Price One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants redeemable, threshold consecutive trading days | 20 days | |
Class of warrants exercise price adjustment percentage | 110.00% |
Class A Common Stock Subject to Possible Redemption - Summary of Class A common stock subject to possible redemption reflected on the condensed balance sheets (Details) - USD ($) |
6 Months Ended | 12 Months Ended | |
---|---|---|---|
Sep. 18, 2020 |
Dec. 31, 2020 |
Dec. 31, 2021 |
|
Redeemable Noncontrolling Interest [Line Items] | |||
Gross proceeds from Initial Public Offering | $ 414,000,000 | ||
Offering costs allocated to Class A common stock subject to possible redemption | $ (4,518,031) | ||
Common Class A [Member] | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Gross proceeds from Initial Public Offering | $ 414,000,000.0 | $ 414,000,000 | |
Fair value of Public Warrants at issuance | (13,558,500) | ||
Offering costs allocated to Class A common stock subject to possible redemption | (4,588,064) | ||
Accretion on Class A common stock subject to possible redemption value | 18,146,564 | ||
Class A common stock subject to possible redemption | $ 414,000,000 |
Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] - $ / shares |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Temporary Equity [Line Items] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 380,000,000 | 380,000,000 |
Common stock shares subject to possible redemption shares | 41,400,000 | 41,400,000 |
Common stock including temporary equity outstanding | 42,014,000 | 42,014,000 |
Stockholders' Deficit - Additional Information (Detail) - $ / shares |
12 Months Ended | |||||
---|---|---|---|---|---|---|
Mar. 24, 2021 |
Sep. 17, 2020 |
Jul. 29, 2020 |
Jul. 17, 2020 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
Class of Stock [Line Items] | ||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock shares issued | 0 | 0 | ||||
Preferred stock shares outstanding | 0 | 0 | ||||
Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock shares issued | 0 | 0 | ||||
Preferred stock shares outstanding | 0 | 0 | ||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 380,000,000 | 380,000,000 | ||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock shares subject to possible redemption shares | 41,400,000 | 41,400,000 | ||||
Common stock shares outstanding | 614,000 | 614,000 | ||||
Stockholders' equity, reverse stock split | 2.5:1 | |||||
Common stock shares issued | 614,000 | 614,000 | ||||
Percent of common stock convertible | 5.00% | |||||
Stockholders' equity note, stock split | 2.5:1 | |||||
Conversion of stock, shares issued | 1,000 | |||||
Number of common stock deliverable | 2,500 | |||||
Stock issued during period shares on conversion | 6,000,000 | |||||
Stock issued during period value on conversion | 60,000,000 | |||||
Common Class A [Member] | Price Threshold Limit One [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock price threshold limit | $ 11.00 | |||||
Common Class A [Member] | Price Threshold Limit Two [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock price threshold limit | $ 10.00 | |||||
Percent increase in price of share | 20.00% | |||||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 1,000,000 | 1,000,000 | ||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock shares outstanding | 300,000 | 120,000 | 300,000 | 300,000 | ||
Stockholders' equity, reverse stock split | 2.5:1 | 100:1 | ||||
Common stock shares issued | 300,000 | 300,000 | ||||
Stockholders' equity note, stock split | 2.5:1 | 100:1 | ||||
Conversion of stock, shares converted | 10,000 | |||||
Number of common stock deliverable remaining | 10,000 | |||||
Common Class F [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 50,000,000 | |||||
Common stock, par or stated value per share | $ 0.0001 | |||||
Common stock shares outstanding | 828,000 | 690,000 | 828,000 | 828,000 | ||
Stockholders' equity, reverse stock split | 1 for 1.2 | 1 for 1.2 | ||||
Common stock shares issued | 828,000 | 828,000 |
Fair Value Measurements - Summary of assets and liabilities that are measured at fair value on a recurring basis (Detail) - Fair Value, Recurring [Member] - USD ($) |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
US Government Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account—U.S. Treasury Securities | $ 414,052,978 | $ 414,011,571 |
US Government Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account—U.S. Treasury Securities | 414,052,978 | 414,011,571 |
Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 7,027,650 | 10,764,000 |
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 7,027,650 | 10,764,000 |
Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 107,910 | 165,780 |
Private Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 107,910 | $ 165,780 |
Fair Value Measurements - Summary of fair value measurements inputs (Detail) - Fair Value, Inputs, Level 3 [Member] |
Dec. 31, 2021
$ / shares
yr
|
Dec. 31, 2020
yr
$ / shares
|
---|---|---|
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Measurements | 11.50 | 11.50 |
Measurement Input, Share price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Measurements | 9.81 | 10.01 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Measurements | yr | 5.00 | 5.00 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Measurements | 14.20 | 17.00 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Measurements | 1.34 | 0.56 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Measurements | 0.00 | 0.00 |
Probability of Success [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Measurements | 80.00 | 100.00 |
Fair Value Measurements - Summary of change in the fair value of the derivative warrant liabilities (Detail) - USD ($) |
6 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2020 |
Dec. 31, 2021 |
|
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Change in fair value of derivative warrant liabilities | $ 2,835,950 | $ 3,794,220 |
Fair Value, Inputs, Level 3 [Member] | ||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Level 3 warrant liabilities as of June 22, 2020 (inception) | 0 | 165,780 |
Issuance of Public and Private Placement Warrants | 13,765,730 | |
Transfer of Public Warrants to Level 1 | (12,109,500) | |
Change in fair value of derivative warrant liabilities | (1,490,450) | (57,870) |
Level 3 warrant liabilities at September 30, 2021 | $ 165,780 | $ 107,910 |
Income Taxes - Schedule of Income tax Provision (benefit) (Detail) - USD ($) |
6 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2020 |
Dec. 31, 2021 |
|
Current | ||
Federal | $ (19,444) | $ (24,709) |
State | 0 | 0 |
Deferred | ||
Federal | (53,126) | (462,887) |
State | 0 | 0 |
Change in valuation allowance | 72,570 | 487,596 |
Income tax provision | $ 0 | $ 0 |
Income Taxes - Schedule of Company's Net deferred tax assets (Detail) - USD ($) |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Deferred tax assets: | ||
Start-up/Organization costs | $ 516,013 | $ 53,126 |
Net operating loss carryforwards | 44,153 | 19,444 |
Total deferred tax assets | 560,166 | 72,570 |
Valuation allowance | (560,166) | (72,570) |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
Income Taxes - Schedule of Reconciliation of the Statutory Federal income tax rate (benefit) (Detail) |
6 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2020 |
Dec. 31, 2021 |
|
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Statutory Federal income tax rate | 21.00% | 21.00% |
Change in fair value of warrant liabilities | (25.80%) | (54.10%) |
Financing costs - derivative warrant liabilities | 1.70% | 0.00% |
Change in Valuation Allowance | 3.10% | 33.10% |
Income Taxes Benefit | 0.00% | 0.00% |
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