Stockholders’ Equity

3 Months Ended

Mar. 31, 2022

Stockholders' Equity Note [Abstract]

Stockholders’ Equity

Note 7—Stockholders’ Equity

Preferred Stock—The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock—The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. At March 31, 2022 and December 31, 2021, there were no Class A common shares issued and outstanding, excluding 28,750,000 Class A shares subject to possible redemption.

Class B Common Stock—The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. The Sponsor subscribed to purchase 7,187,500 Founder Shares, which was fully paid on October 20, 2020. In December 2020, the Sponsor transferred 25,000 Founder Shares to each of Christine Zhao, Louise Sams, Scott Kurnit, Matthew C. Blank and Dan Rosensweig and 50,000 Founder Shares to Brian Grazer at their original purchase price. In January 2021, the Sponsor transferred 100,000 Founder Shares to Loop at their original purchase price. The transfer of these Founder Shares resulted in the Sponsor holding 6,912,500 Founder Shares.

Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law.

The shares of Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as described herein.

In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), plus all 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 in connection with or in relation to the consummation of the initial Business Combination (excluding any shares of Class A common stock or equity-linked securities or rights issued or issuable to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor or an affiliate of the Sponsor or the Company’s officers and directors upon conversion of Working Capital Loans), minus the number of shares of Class A common stock redeemed in connection with the initial Business Combination, provided that such conversion will never occur on a less than one-for-one basis.