XML 39 R29.htm IDEA: XBRL DOCUMENT v3.22.0.1
Commitments and Contingencies (Details) - USD ($)
1 Months Ended 12 Months Ended
Jan. 10, 2022
Sep. 17, 2021
Dec. 31, 2021
Aug. 05, 2021
Commitments and Contingencies (Details) [Line Items]        
Earnout milestones, description     The earnout milestones are as follows: (A) if the closing share price of ParentCo Class A Common Stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period commencing on or after the 150th day after the date on which the Closing takes place (the “Closing Date”) and ending on or prior to the five-year anniversary of the Closing Date (such period, the “Earnout Period”); (B) if the closing share price of ParentCo Class A Common Stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period; and (C) if the closing share price of ParentCo Class A Common Stock equals or exceeds $17.50 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period. The $12.50, $15.00 and $17.50 share price milestones, respectively, shall also be deemed to have been achieved if (1) after the Closing Date and prior to the five-year anniversary of the Closing Date, there is a merger, consolidation, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction with respect to ParentCo and its subsidiaries, taken as a whole, whereby all or substantially all of the holders of the outstanding shares of ParentCo Class A Common Stock have such shares converted, exchanged or otherwise replaced with the right to receive cash, securities or other property (an “Earnout Strategic Transaction”), or a definitive agreement providing therefor has been entered into during such time and such transaction is ultimately consummated, and (2) the per share value of the consideration to be received in such transaction equals or exceeds $12.50, $15.00 or $17.50 per share, respectively.  
Aggregate purchase shares     8,245,873  
Aggregate commitment amount     $ 75,000,000  
Subject shares of common stock     1,035,000  
Closing date, term     5 years  
Deferred fee per unit     $ 0.35  
Aggregate value of deferred fee     $ 7,568,750  
Cash transaction fee     12,301,684 $ 7,800,000
Advisory fee   $ 1,500,000    
Gross proceeds, percentage   4.00%    
Insurance policy fee     2,500,000  
Filing fees     $ 100,000  
Business Combination [Member]        
Commitments and Contingencies (Details) [Line Items]        
Capital stock, percentage     100.00%  
Business Combination Agreement [Member] | Subsequent Event [Member]        
Commitments and Contingencies (Details) [Line Items]        
Units issued 22,244,958      
ParentCo [Member]        
Commitments and Contingencies (Details) [Line Items]        
Common stock, par value     $ 0.0001  
Class A Common Stock [Member]        
Commitments and Contingencies (Details) [Line Items]        
Common stock, par value     $ 0.0001  
Earnout milestones, description     If, at any time during the period beginning on the Closing Date and ending five years after the Closing Date (such period, the “Sponsor Earnout Period”), the closing share price of ParentCo Class A Common Stock for 20 out of any 30 consecutive trading days equals or exceeds $12.50, then the First Target Sponsor Earnout Shares, or if such price equals or exceeds $15.00 per share, then the Second Target Sponsor Earnout Shares, will immediately vest and no longer be subject to forfeiture.  
Total shares of common stock     38,270,000  
Price per share     $ 9.2  
Sponsor shares     5,055,000  
Class B Common Stock [Member]        
Commitments and Contingencies (Details) [Line Items]        
Common stock, par value     $ 0.0001  
Shares outstanding     5,630,000