2021 Q1 Form 10-Q Financial Statement
#000156459021031810 Filed on June 04, 2021
Income Statement
| Concept | 2021 Q1 |
|---|---|
| Revenue | $31.56M |
| YoY Change | |
| Cost Of Revenue | |
| YoY Change | |
| Gross Profit | |
| YoY Change | |
| Gross Profit Margin | |
| Selling, General & Admin | $34.66M |
| YoY Change | |
| % of Gross Profit | |
| Research & Development | $3.319M |
| YoY Change | |
| % of Gross Profit | |
| Depreciation & Amortization | $4.119M |
| YoY Change | |
| % of Gross Profit | |
| Operating Expenses | $37.98M |
| YoY Change | |
| Operating Profit | -$71.05M |
| YoY Change | |
| Interest Expense | -$3.827M |
| YoY Change | |
| % of Operating Profit | |
| Other Income/Expense, Net | -$7.469M |
| YoY Change | |
| Pretax Income | -$78.52M |
| YoY Change | |
| Income Tax | $23.00K |
| % Of Pretax Income | |
| Net Earnings | -$78.54M |
| YoY Change | |
| Net Earnings / Revenue | -248.88% |
| Basic Earnings Per Share | -$7.37 |
| Diluted Earnings Per Share | -$7.37 |
| COMMON SHARES | |
| Basic Shares Outstanding | 10.66M shares |
| Diluted Shares Outstanding | 10.66M shares |
Balance Sheet
| Concept | 2021 Q1 |
|---|---|
| SHORT-TERM ASSETS | |
| Cash & Short-Term Investments | $280.0K |
| YoY Change | |
| Cash & Equivalents | $241.7M |
| Short-Term Investments | |
| Other Short-Term Assets | $1.810M |
| YoY Change | |
| Inventory | |
| Prepaid Expenses | |
| Receivables | |
| Other Receivables | |
| Total Short-Term Assets | $2.090M |
| YoY Change | |
| LONG-TERM ASSETS | |
| Property, Plant & Equipment | |
| YoY Change | |
| Goodwill | |
| YoY Change | |
| Intangibles | |
| YoY Change | |
| Long-Term Investments | $450.0M |
| YoY Change | |
| Other Assets | |
| YoY Change | |
| Total Long-Term Assets | $450.0M |
| YoY Change | |
| TOTAL ASSETS | |
| Total Short-Term Assets | $2.090M |
| Total Long-Term Assets | $450.0M |
| Total Assets | $452.1M |
| YoY Change | |
| SHORT-TERM LIABILITIES | |
| YoY Change | |
| Accounts Payable | |
| YoY Change | |
| Accrued Expenses | $1.630M |
| YoY Change | |
| Deferred Revenue | |
| YoY Change | |
| Short-Term Debt | $1.000M |
| YoY Change | |
| Long-Term Debt Due | |
| YoY Change | |
| Total Short-Term Liabilities | $23.07M |
| YoY Change | |
| LONG-TERM LIABILITIES | |
| Long-Term Debt | |
| YoY Change | |
| Other Long-Term Liabilities | $15.75M |
| YoY Change | |
| Total Long-Term Liabilities | $15.75M |
| YoY Change | |
| TOTAL LIABILITIES | |
| Total Short-Term Liabilities | $23.07M |
| Total Long-Term Liabilities | $15.75M |
| Total Liabilities | $38.82M |
| YoY Change | |
| SHAREHOLDERS EQUITY | |
| Retained Earnings | |
| YoY Change | |
| Common Stock | |
| YoY Change | |
| Preferred Stock | |
| YoY Change | |
| Treasury Stock (at cost) | |
| YoY Change | |
| Treasury Stock Shares | |
| Shareholders Equity | -$563.4M |
| YoY Change | |
| Total Liabilities & Shareholders Equity | $452.1M |
| YoY Change |
Cashflow Statement
| Concept | 2021 Q1 |
|---|---|
| OPERATING ACTIVITIES | |
| Net Income | -$78.54M |
| YoY Change | |
| Depreciation, Depletion And Amortization | $4.119M |
| YoY Change | |
| Cash From Operating Activities | -$40.31M |
| YoY Change | |
| INVESTING ACTIVITIES | |
| Capital Expenditures | $1.675M |
| YoY Change | |
| Acquisitions | |
| YoY Change | |
| Other Investing Activities | -$450.0M |
| YoY Change | |
| Cash From Investing Activities | -$2.676M |
| YoY Change | |
| FINANCING ACTIVITIES | |
| Cash Dividend Paid | |
| YoY Change | |
| Common Stock Issuance & Retirement, Net | |
| YoY Change | |
| Debt Paid & Issued, Net | $2.018M |
| YoY Change | |
| Cash From Financing Activities | $162.4M |
| YoY Change | |
| NET CHANGE | |
| Cash From Operating Activities | -$40.31M |
| Cash From Investing Activities | -$2.676M |
| Cash From Financing Activities | $162.4M |
| Net Change In Cash | $119.1M |
| YoY Change | |
| FREE CASH FLOW | |
| Cash From Operating Activities | -$40.31M |
| Capital Expenditures | $1.675M |
| Free Cash Flow | -$41.98M |
| YoY Change |
Facts In Submission
| Frame | Concept Type | Concept / XBRL Key | Value | Unit |
|---|---|---|---|---|
| CY2021Q1 | us-gaap |
Proceeds From Related Party Debt
ProceedsFromRelatedPartyDebt
|
1000000 | |
| CY2021Q1 | us-gaap |
Repayments Of Related Party Debt
RepaymentsOfRelatedPartyDebt
|
300000 | |
| CY2021Q1 | us-gaap |
Taxes Excluding Income And Excise Taxes
TaxesExcludingIncomeAndExciseTaxes
|
50000 | |
| CY2021Q1 | us-gaap |
Change In Unrealized Gain Loss On Fair Value Hedging Instruments1
ChangeInUnrealizedGainLossOnFairValueHedgingInstruments1
|
5800000 | |
| CY2021Q1 | gmii |
Issuance Costs Related To Warrant Liability
IssuanceCostsRelatedToWarrantLiability
|
918141 | |
| CY2021Q1 | us-gaap |
Operating Income Loss
OperatingIncomeLoss
|
2968316 | |
| CY2021Q1 | us-gaap |
Investment Income Nonoperating
InvestmentIncomeNonoperating
|
7028 | |
| CY2021Q1 | us-gaap |
Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest
IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
|
2975344 | |
| CY2021Q1 | us-gaap |
Net Income Loss
NetIncomeLoss
|
2975344 | |
| CY2020Q4 | us-gaap |
Stockholders Equity
StockholdersEquity
|
-14918 | |
| CY2021Q1 | gmii |
Adjustments To Additional Paid In Capital Excess Of Fair Value Paid By Founders For Warrants
AdjustmentsToAdditionalPaidInCapitalExcessOfFairValuePaidByFoundersForWarrants
|
-1045000 | |
| CY2021Q1 | gmii |
Adjustments To Additional Paid In Capital Subsequent Measurement Under Accounting Standards Codification
AdjustmentsToAdditionalPaidInCapitalSubsequentMeasurementUnderAccountingStandardsCodification
|
1068875 | |
| CY2021Q1 | gmii |
Subsequent Measurement Under Accounting Standards Codification
SubsequentMeasurementUnderAccountingStandardsCodification
|
39666004 | |
| CY2021Q1 | us-gaap |
Net Income Loss
NetIncomeLoss
|
2975344 | |
| CY2021Q1 | us-gaap |
Profit Loss
ProfitLoss
|
2975344 | |
| CY2021Q1 | gmii |
Increase Decrease In State Franchise Tax Accrual
IncreaseDecreaseInStateFranchiseTaxAccrual
|
47082 | |
| CY2021Q1 | us-gaap |
Increase Decrease In Prepaid Expense
IncreaseDecreaseInPrepaidExpense
|
1805677 | |
| CY2021Q1 | gmii |
Increase Decrease In Accrued Expenses Formation And Offering Costs
IncreaseDecreaseInAccruedExpensesFormationAndOfferingCosts
|
1705535 | |
| CY2021Q1 | gmii |
Issuance Costs Related To Warrant Liability
IssuanceCostsRelatedToWarrantLiability
|
918141 | |
| CY2021Q1 | us-gaap |
Fair Value Adjustment Of Warrants
FairValueAdjustmentOfWarrants
|
-5800000 | |
| CY2021Q1 | us-gaap |
Net Cash Provided By Used In Operating Activities
NetCashProvidedByUsedInOperatingActivities
|
-1959575 | |
| CY2021Q1 | gmii |
Payment To Cash Deposited In Trust Account
PaymentToCashDepositedInTrustAccount
|
450000000 | |
| CY2021Q1 | gmii |
Payments To Interest And Dividends Reinvested In Trust Account
PaymentsToInterestAndDividendsReinvestedInTrustAccount
|
7028 | |
| CY2021Q1 | us-gaap |
Net Cash Provided By Used In Investing Activities
NetCashProvidedByUsedInInvestingActivities
|
-450007028 | |
| CY2021Q1 | us-gaap |
Proceeds From Issuance Initial Public Offering
ProceedsFromIssuanceInitialPublicOffering
|
450000000 | |
| CY2021Q1 | us-gaap |
Proceeds From Issuance Of Warrants
ProceedsFromIssuanceOfWarrants
|
11000000 | |
| CY2021Q1 | gmii |
Payment Of Underwriters Discounts And Commissions
PaymentOfUnderwritersDiscountsAndCommissions
|
9000000 | |
| CY2021Q1 | us-gaap |
Payments Of Stock Issuance Costs
PaymentsOfStockIssuanceCosts
|
613020 | |
| CY2021Q1 | us-gaap |
Net Cash Provided By Used In Financing Activities
NetCashProvidedByUsedInFinancingActivities
|
452086980 | |
| CY2021Q1 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Including Exchange Rate Effect
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect
|
120377 | |
| CY2020Q4 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Including Disposal Group And Discontinued Operations
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations
|
160314 | |
| CY2021Q1 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Including Disposal Group And Discontinued Operations
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations
|
280691 | |
| CY2021Q1 | gmii |
Deferred Underwriting Compensation
DeferredUnderwritingCompensation
|
15750000 | |
| CY2021Q1 | gmii |
Cash Paid For Income And State Franchise Taxes
CashPaidForIncomeAndStateFranchiseTaxes
|
2918 | |
| CY2021Q1 | us-gaap |
Nature Of Operations
NatureOfOperations
|
<p style="margin-bottom:0pt;margin-top:12pt;text-indent:0%;font-weight:bold;font-size:10pt;font-family:Times New Roman;font-style:normal;text-transform:none;font-variant: normal;">1. Organization and Business Operations</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:0%;font-style:italic;font-size:10pt;font-family:Times New Roman;font-weight:normal;text-transform:none;font-variant: normal;">Organization and General</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">Gores Metropoulos II, Inc. (the “Company”) was incorporated in Delaware on July 21, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has neither engaged in any operations nor generated any operating revenue to date. The Company’s management has broad discretion with respect to the Business Combination. The Company’s sponsor is Gores Metropoulos Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31<sup style="font-size:85%;line-height:120%;vertical-align:top">st</sup> as its fiscal year-end.</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">The Company completed the Public Offering on January 22, 2021 (the “IPO Closing Date”). The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. Subsequent to the Public Offering, the Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the sale of the Private Placement Warrants (as defined below) held in the Trust Account (as defined below).</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:0%;font-style:italic;font-size:10pt;font-family:Times New Roman;font-weight:normal;text-transform:none;font-variant: normal;">Proposed Business Combination</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">On April 29, 2021, Gores Metropoulos II, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Sunshine Merger Sub I, Inc. (“First Merger Sub”), Sunshine Merger Sub II, LLC (“Second Merger Sub”), and Sonder Holdings Inc. (“Sonder”), which provides for, among other things: (a) the merger of First Merger Sub with and into Sonder, with Sonder continuing as the surviving corporation (the “First Merger”); and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Sonder with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”). The transactions set forth in the Merger Agreement, including the Mergers, will constitute a “Business Combination” as contemplated by the Company’s Amended and Restated Certificate of Incorporation.</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">The Merger Agreement and the transactions contemplated thereby (the “Business Combination”) were unanimously approved by the Board of Directors of the Company on April 29, 2021 and the Board of Directors of Sonder (the “Sonder Board”) on April 29, 2021.</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:0%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;"><span style="text-decoration:underline;">The Merger Agreement</span></p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:0%;font-style:italic;font-size:10pt;font-family:Times New Roman;font-weight:normal;text-transform:none;font-variant: normal;">Merger Consideration</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">Pursuant to the terms of the Merger Agreement, at the Effective Time, (a) each share of Sonder’s Common Stock, par value $0.000001 per share (the “Sonder Common Stock”), will be converted into the right to receive a number of newly-issued shares of the Company’s common stock, par value $0.0001 per share (“Company Common Stock”), equal to the Per Share Company Common Stock Consideration (as defined in the Merger Agreement) and (b) each share of Sonder’s Special Voting Series AA Common Stock, par value $0.000001 per share (“Sonder Special Voting Common Stock”), will be converted into the right to receive a number of newly-issued shares of the Company’s Special Voting Common Stock, par value $0.000001 per share (the “Company Special Voting Common Stock”), equal to the Per Share Company Special Voting Stock Consideration (as defined in the Merger Agreement).</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">Pursuant to the Merger Agreement, the aggregate merger consideration payable at the closing of the Business Combination to all of the stockholders of Sonder will be an aggregate number of shares of Company Common Stock (deemed to have a value of $10.00 per share) equal to $2,176,603,000, divided by $10.00. Furthermore, the Company will reserve for issuance to each holder of Series AA Common Exchangeable Preferred </p> <p style="margin-bottom:0pt;margin-top:12pt;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;"><span style="font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">Shares of Sonder Canada Inc., an affiliate of Sonder (“Sonder Canada” and, such shares, the “Sonder Canada</span><span style="font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;"> Exchangeable Common Shares”), upon the exchange thereof following the closing of the Business Combination, an aggregate number of shares of Company Common Stock equal to the number of shares of Company Special Voting Common Stock issuable pursuant to the Merger Agreement.</span></p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">In addition to the consideration to be paid at the closing of the Business Combination, holders of Sonder Common Stock, Sonder Canada Exchangeable Common Shares and warrants of Sonder as of immediately prior to the Effective Time will be entitled to receive their pro rata share of an additional number of earn-out shares from the Company, issuable in Company Common Stock and subject to the terms provided in the Merger Agreement, up to an aggregate of 14,500,000 shares collectively issuable to all such holders of Sonder Common Stock, Sonder Canada Exchangeable Common Shares and warrants of Sonder.</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:0%;font-style:italic;font-size:10pt;font-family:Times New Roman;font-weight:normal;text-transform:none;font-variant: normal;">Treatment of Sonder’s Equity Awards</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">Pursuant to the Merger Agreement, at the closing of the Business Combination, each of Sonder’s stock options, to the extent then outstanding and unexercised, will automatically be converted into an option to acquire a certain number of shares of Company Common Stock (pursuant to a ratio based on the Per Share Company Common Stock Consideration), at an adjusted exercise price per share. Each such converted option will be subject to the same terms and conditions as were applicable immediately prior to such conversion, except to the extent such terms or conditions are rendered inoperative by the Business Combination.</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:0%;font-style:italic;font-size:10pt;font-family:Times New Roman;font-weight:normal;text-transform:none;font-variant: normal;">Representations, Warranties and Covenants</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">The parties to the Merger Agreement have made representations, warranties and covenants that are customary for transactions of this nature. The representations and warranties of the respective parties to the Merger Agreement will not survive the closing of the Business Combination. The covenants of the respective parties to the Merger Agreement will also not survive the closing of the Business Combination, except for those covenants that by their terms expressly apply in whole or in part after the closing of the Business Combination.</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:0%;font-style:italic;font-size:10pt;font-family:Times New Roman;font-weight:normal;text-transform:none;font-variant: normal;">Covenants</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Business Combination and efforts to satisfy conditions to consummation of the Business Combination. The Merger Agreement also contains additional covenants of the parties, including, among others, (a) covenants providing for the Company and Sonder to use commercially reasonable efforts to obtain all necessary regulatory approvals and (b) covenants providing for the Company and Sonder to cooperate in the preparation of the Registration Statement, Proxy Statement and Consent Solicitation Statement (as each such term is defined in the Merger Agreement) required to be filed in connection with the Business Combination. The covenants of the parties to the Merger Agreement will not survive the closing of the Business Combination, except for those covenants that by their terms expressly apply in whole or in part after the closing of the Business Combination.</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:0%;font-style:italic;font-size:10pt;font-family:Times New Roman;font-weight:normal;text-transform:none;font-variant: normal;">Conditions to Consummation of the Business Combination</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">The consummation of the Business Combination is conditioned upon, among other things, (a) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (b) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination, (c) the Company having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) remaining after the completion of the redemption offer in relation to Company Common Stock in accordance with the terms of the Merger Agreement, (d) receipt of the required Company stockholder approval, (e) the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement by certain majorities of holders of various classes of Sonder’s capital stock comprising the Company Requisite Approval (as defined in the Merger Agreement, and referred to hereinafter as the “Sonder Requisite Approval”), (f) the delivery of the Canadian Approvals (as defined in the Merger Agreement) to the Company, (g) the effectiveness </p> <p style="margin-bottom:0pt;margin-top:12pt;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;"><span style="font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">of the Registration Statement (as defined below) under the Securities Act, and (h) the receipt of the approval for listing by </span><span style="font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">Nasdaq</span><span style="font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;"> of the Company Common Stock to be issued in connection with the closing of the Business Combination, subject only to (i) the requirement to have a sufficient number of round lot holders and (ii) official notice of listing. </span></p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:0%;font-style:italic;font-size:10pt;font-family:Times New Roman;font-weight:normal;text-transform:none;font-variant: normal;">Private Placement Subscription Agreements</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">On April 29, 2021, the Company entered into subscription agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) with certain investors and Gores Metropoulos Sponsor II, LLC (the “Sponsor”), pursuant to which the investors have agreed to purchase an aggregate of 20,000,000 shares of Company Common Stock in a private placement for $10.00 per share (the “Private Placement”).</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">Each Subscription Agreement will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) upon the mutual written agreement of the parties to such Subscription Agreement; (c) if any of the conditions to closing set forth in such Subscription Agreement are not satisfied or waived on or prior to the closing and, as a result thereof, the transactions contemplated by such Subscription Agreement are not consummated at the closing; and (d) if the closing of the Business Combination shall not have occurred by October 28, 2021. As of the date hereof, the shares of Company Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company will, within 30 days after the closing of the Business Combination, file with the Securities and Exchange Commission (“SEC”) a registration statement (the “Post-Closing Registration Statement”) registering the resale of such shares of Common Stock and will use its commercially reasonable efforts to have such Post-Closing Registration Statement declared effective as soon as practicable after the filing thereof.</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:0%;font-style:italic;font-size:10pt;font-family:Times New Roman;font-weight:normal;text-transform:none;font-variant: normal;">Financing</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">Upon the closing of the Public Offering and the sale of the Private Placement Warrants, an aggregate of $450,000,000 was placed in a Trust Account with Computershare acting as trustee (the “Trust Account”).</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;"> The Company intends to finance a Business Combination with the net proceeds from its $450,000,000 Public Offering, its sale of $11,000,000 of Private Placement Warrants, as well as proceeds from the Private Placement. </p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:0%;font-style:italic;font-size:10pt;font-family:Times New Roman;font-weight:normal;text-transform:none;font-variant: normal;">Trust Account</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a‑7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government obligations. As of March 31, 2021, the Trust Account consisted of money market funds.</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund our working capital requirements plus additional amounts released to us to fund our regulatory compliance requirements and other costs related thereto, subject to an annual limit of $900,000, for a maximum of 24 months (each, a “Regulatory Withdrawal”) plus additional amounts to pay our franchise and income tax obligations, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), included in the Units (as defined in Note 3) sold in the Public Offering that have been properly tendered in connection with a stockholder vote to amend the amended and restated certificate of incorporation to (a) modify the substance or timing of the Company’s obligation to redeem 100% of such shares of Class A Common Stock if it does not complete a Business Combination within 24 months from the closing of the Public Offering or (b) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of 100% of the shares of Class A Common Stock included in the Units sold in the Public Offering if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering (subject to the requirements of law).</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:0%;font-style:italic;font-size:10pt;font-family:Times New Roman;font-weight:normal;text-transform:none;font-variant: normal;">Business Combination</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination.</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable and any Regulatory Withdrawals, or (ii) provide 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 as of two business days prior to consummation of the Business Combination, including interest but less taxes payable and any Regulatory Withdrawals. The decision as to whether the Company will seek stockholder approval of the Business Combination 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, unless a vote is required by law or under Nasdaq rules. Currently, the Company will not redeem its public shares of Class A Common Stock in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares of Class A Common Stock and the related Business Combination, and instead may search for an alternate Business Combination.</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">As a result of the foregoing redemption provisions, the public shares of common stock will be recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 480, “<span style="font-style:italic;">Distinguishing Liabilities from Equity</span>” (“ASC 480”) in subsequent periods.</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">The Company has 24 months from the closing date of the Public Offering to complete its Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of Class A Common Stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and any Regulatory Withdrawals (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders and the Company’s officers and directors have entered into a letter agreement with the Company pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the initial stockholders or any of the Company’s officers or directors acquire public shares of Class A Common Stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period.</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering.</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:0%;font-style:italic;font-size:10pt;font-family:Times New Roman;font-weight:normal;text-transform:none;font-variant: normal;"><span style="font-style:italic;font-size:10pt;font-family:Times New Roman;font-weight:normal;text-transform:none;font-variant: normal;">Emerging Growth Company</span></p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.</p> | |
| CY2021Q1 | dei |
Entity Incorporation Date Of Incorporation
EntityIncorporationDateOfIncorporation
|
2020-07-21 | |
| CY2021Q1 | us-gaap |
Business Acquisition Date Of Acquisition Agreement1
BusinessAcquisitionDateOfAcquisitionAgreement1
|
2021-04-29 | |
| CY2021Q1 | us-gaap |
Business Acquisition Effective Date Of Acquisition1
BusinessAcquisitionEffectiveDateOfAcquisition1
|
2021-04-29 | |
| CY2021Q1 | gmii |
Funds Held In Trust Account Maturity Description
FundsHeldInTrustAccountMaturityDescription
|
Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a‑7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government obligations. | |
| CY2021Q1 | gmii |
Annual Limit Of Regulatory Withdrawal
AnnualLimitOfRegulatoryWithdrawal
|
900000 | |
| CY2021Q1 | gmii |
Regulatory Withdrawal Of Interest From Trust Account Maximum Period
RegulatoryWithdrawalOfInterestFromTrustAccountMaximumPeriod
|
P24M | |
| CY2021Q1 | gmii |
Threshold Period To Complete Business Combination From Closing Of Public Offering
ThresholdPeriodToCompleteBusinessCombinationFromClosingOfPublicOffering
|
P24M | |
| CY2021Q1 | gmii |
Dissolution Expenses Maximum Allowed
DissolutionExpensesMaximumAllowed
|
100000 | |
| CY2021Q1 | gmii |
Number Of Warrants Exercised
NumberOfWarrantsExercised
|
0 | |
| CY2021Q1 | us-gaap |
Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
|
<p style="margin-bottom:0pt;margin-top:0pt;text-indent:0%;font-style:italic;font-size:10pt;font-family:Times New Roman;font-weight:normal;text-transform:none;font-variant: normal;">Concentration of Credit Risk</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts.</p> | |
| CY2021Q1 | us-gaap |
Cash Fdic Insured Amount
CashFDICInsuredAmount
|
250000 | |
| CY2021Q1 | us-gaap |
Use Of Estimates
UseOfEstimates
|
<p style="margin-bottom:0pt;margin-top:12pt;text-indent:0%;font-style:italic;font-size:10pt;font-family:Times New Roman;font-weight:normal;text-transform:none;font-variant: normal;">Use of Estimates</p> <p style="margin-bottom:0pt;margin-top:12pt;text-indent:5.56%;font-size:10pt;font-family:Times New Roman;font-weight:normal;font-style:normal;text-transform:none;font-variant: normal;">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 revenues and expenses during the reporting period. 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 accordingly the actual results could differ significantly from those estimates.</p> | |
| CY2021Q1 | us-gaap |
Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
|
0 | |
| CY2021Q1 | us-gaap |
Assets Held In Trust Noncurrent
AssetsHeldInTrustNoncurrent
|
450007028 | |
| CY2021Q1 | gmii |
Percentage Of Redemption If Business Combination Not Completed
PercentageOfRedemptionIfBusinessCombinationNotCompleted
|
1 | |
| CY2021Q1 | us-gaap |
Business Combination Reason For Business Combination
BusinessCombinationReasonForBusinessCombination
|
the Company does not complete the Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering | |
| CY2021Q1 | gmii |
Going Concern Description
GoingConcernDescription
|
If the Company does not complete its Business Combination by January 22, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | |
| CY2021Q1 | gmii |
Percentage Of Redemption If Business Combination Not Completed
PercentageOfRedemptionIfBusinessCombinationNotCompleted
|
1 | |
| CY2021Q1 | gmii |
Dissolution Expenses Maximum Allowed
DissolutionExpensesMaximumAllowed
|
100000 | |
| CY2021Q1 | us-gaap |
Liabilities Current
LiabilitiesCurrent
|
23072849 | |
| CY2020Q4 | us-gaap |
Liabilities Current
LiabilitiesCurrent
|
461173 | |
| CY2021Q1 | gmii |
Working Capital
WorkingCapital
|
-20986481 | |
| CY2020Q4 | gmii |
Working Capital
WorkingCapital
|
-14918 | |
| CY2021Q1 | us-gaap |
Proceeds From Issuance Initial Public Offering
ProceedsFromIssuanceInitialPublicOffering
|
450000000 | |
| CY2021Q1 | us-gaap |
Deferred Compensation Liability Classified Noncurrent
DeferredCompensationLiabilityClassifiedNoncurrent
|
15750000 | |
| CY2021Q1 | gmii |
Percentage Of Deferred Underwriting Discount
PercentageOfDeferredUnderwritingDiscount
|
0.0350 | |
| CY2021Q1 | gmii |
Deferred Underwriting Discount If Business Combination Not Completed
DeferredUnderwritingDiscountIfBusinessCombinationNotCompleted
|
0 | |
| CY2021Q1 | us-gaap |
Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
|
0 | |
| CY2021Q1 | gmii |
Number Of Votes For Each Share
NumberOfVotesForEachShare
|
1 | |
| CY2021Q1 | us-gaap |
Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
|
1000000 | |
| CY2021Q1 | us-gaap |
Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
|
0.0001 | |
| CY2021Q1 | us-gaap |
Preferred Stock Shares Issued
PreferredStockSharesIssued
|
0 | |
| CY2021Q1 | us-gaap |
Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
|
0 |
