Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 29, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity Registrant Name | MUDRICK CAPITAL ACQUISITION CORPORATION II | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 394,047,500 | ||
Entity Central Index Key | 0001820727 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 527 Madison Avenue, 6th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10022 | ||
City Area Code | 646 | ||
Local Phone Number | 747-9500 | ||
ICFR Auditor Attestation Flag | false | ||
Entity File Number | 001-39771 | ||
Entity Tax Identification Number | 85-2320197 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Firm ID | 100 | ||
Auditor Location | New York, New York | ||
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | ||
Trading Symbol | MUDSU | ||
Security Exchange Name | NASDAQ | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | MUDS | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 31,625,000 | ||
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each exercisable for one share Class A Common Stock for $11.50 per share | ||
Trading Symbol | MUDSW | ||
Security Exchange Name | NASDAQ | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 7,906,250 |
BALANCE SHEET
BALANCE SHEET - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 138,686 | $ 1,117,679 |
Prepaid expenses | 82,708 | 167,708 |
Total Current Assets | 221,394 | 1,285,387 |
Investments held in Trust Account | 321,039,924 | 321,002,166 |
Total Assets | 321,261,318 | 322,287,553 |
Current liabilities | ||
Accrued expenses | 5,044,473 | 102,348 |
Total Current Liabilities | 5,044,473 | 102,348 |
Convertible note – related party | 1,000,000 | |
Warrant liability | 22,097,338 | 24,560,101 |
Deferred underwriting fee payable | 11,068,750 | 11,068,750 |
Total Liabilities | 39,210,561 | 35,731,199 |
Stockholders' Deficit | ||
Accumulated deficit | (38,943,784) | (34,438,187) |
Total Stockholders' Deficit | (38,942,993) | (34,437,396) |
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT | 321,261,318 | 322,287,553 |
Class A Common Stock | ||
Current liabilities | ||
Class A common stock subject to possible redemption, 31,625,000 shares at approximately $10.15 per share | 320,993,750 | 320,993,750 |
Class B Common Stock | ||
Stockholders' Deficit | ||
Common stock | $ 791 | $ 791 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par 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 |
Temporary equity, shares outstanding | 31,625,000 | 31,625,000 |
Temporary equity, redemption price per share | $ 10.15 | $ 10.15 |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 100,000,000 | 100,000,000 |
Common shares, shares issued | 31,625,000 | 31,625,000 |
Common shares, shares outstanding | 31,625,000 | 31,625,000 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 10,000,000 | 10,000,000 |
Common shares, shares issued | 7,906,250 | 7,906,250 |
Common shares, shares outstanding | 7,906,250 | 7,906,250 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
General and administrative expenses | $ 110,911 | $ 7,041,226 |
Loss from operations | (110,911) | (7,041,226) |
Other income (costs): | ||
Change in fair value of warrants | (938,033) | 2,462,763 |
Transaction costs | (696,870) | 0 |
Interest earned on marketable securities held in Trust Account | 8,416 | 72,866 |
Total other income (expense), net | (1,626,487) | 2,535,629 |
Net loss | (1,737,398) | (4,505,597) |
Class A Common Stock | ||
Other income (costs): | ||
Net loss | $ (617,246) | $ (3,604,478) |
Weighted average shares outstanding | 4,317,500 | 31,625,000 |
Basic and diluted net loss per share | $ (0.14) | $ (0.11) |
Class B Common Stock | ||
Other income (costs): | ||
Net loss | $ (1,120,152) | $ (901,119) |
Weighted average shares outstanding | 7,835,208 | 7,906,250 |
Basic and diluted net loss per share | $ (0.14) | $ (0.11) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Total | Class A Common Stock | Class B Common Stock | Common stockClass A Common Stock | Common stockClass B Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at the beginning at Jul. 29, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Balance at the beginning (in shares) at Jul. 29, 2020 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of Class B common stock to Sponsors | 25,000 | $ 791 | $ 24,209 | ||||
Issuance of Class B common stock to Sponsors (in shares) | 7,906,250 | ||||||
Accretion for Class A common stock to redemption amount | (33,958,396) | $ (33,958,396) | (1,257,607) | (32,700,789) | |||
Sale of Private Placement Warrants (Proceeds received in excess of fair value) | 1,233,398 | 1,233,398 | |||||
Net loss | (1,737,398) | (617,246) | $ (1,120,152) | (1,737,398) | |||
Balance at the end at Dec. 31, 2020 | (34,437,396) | $ 0 | $ 791 | 0 | (34,438,187) | ||
Balance at the end (in shares) at Dec. 31, 2020 | 0 | 7,906,250 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accretion for Class A common stock to redemption amount | (33,958,396) | ||||||
Net loss | (4,505,597) | $ (3,604,478) | $ (901,119) | (4,505,597) | |||
Balance at the end at Dec. 31, 2021 | $ (38,942,993) | $ 0 | $ 791 | $ 0 | $ (38,943,784) | ||
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 7,906,250 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,737,398) | $ (4,505,597) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Payment of formation costs through promissory note – related party | 1,250 | |
Change in fair value of warrants | 938,033 | (2,462,763) |
Transaction costs allocated to warrants | 696,870 | 0 |
Interest earned on marketable securities held in Trust Account | (8,416) | (72,866) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (167,708) | 85,000 |
Accrued expenses | 102,348 | 4,942,125 |
Net cash used in operating activities | (175,021) | (2,014,101) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | (320,993,750) | 0 |
Cash withdrawn from Trust Account to pay franchise and income taxes | 0 | 35,108 |
Net cash used in investing activities | (320,993,750) | 35,108 |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 309,925,000 | 0 |
Proceeds from sale of Private Placement Warrants | 12,818,750 | 0 |
Repayment of promissory note – related party | (135,680) | 0 |
Payment of offering costs | (321,620) | 0 |
Proceeds from promissory note – related party | 0 | |
Advances from related party | 33,816 | |
Repayment of advances from related party | (33,816) | |
Proceeds from convertible note – related party | 1,000,000 | |
Net cash provided by financing activities | 322,286,450 | 1,000,000 |
Net Change in Cash | (978,993) | |
Cash – Beginning of period | 1,117,679 | 1,117,679 |
Cash – End of period | 1,117,679 | 138,686 |
Non-Cash financing activities: | ||
Deferred underwriting fee payable | 11,068,750 | $ 0 |
Offering costs paid through promissory note – related party | 134,430 | |
Offering costs paid directly by Sponsor in consideration for the issuance of Class B common stock | $ 25,000 |
DESCRIPTION OF ORGANIZATION AND
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 AND BUSINESS OPERATIONS Mudrick Capital Acquisition Corporation II (the “ Company Business Combination The Company has two wholly owned subsidiaries which were formed on April 1, 2021, Titan Merger Sub I, Inc., a Delaware corporation and Titan Merger Sub II, LLC, a Delaware limited liability company. The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021, relates to the Company’s formation, initial public offering (“ Initial Public Offering Topps non-operating On April 6, 2021, the Company entered into an Agreement and Plan of Merger (the “ Merger Agreement Topps Merger The registration statement for the Company’s Initial Public Offering was declared effective on December 7, 2020. On December 10, 2020, the Company consummated the Initial Public Offering of 27,500,000 units (the “ Units Public Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,000,000 warrants (the “ Sponsor Private Placement Warrants Sponsor Jefferies Private Placement Warrants Private Placement Warrants On December 14, 2020, the underwriters fully exercised their over-allotment option, resulting in an additional 4,125,000 Units issued for an aggregate amount of $41,250,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 1,443,750 Private Placement Warrants at $1.00 per Private Placement Warrant, generating total proceeds of $1,443,750. Transaction costs amounted to $17,874,801, consisting of $6,325,000 in cash underwriting fees, $11,068,750 of deferred underwriting fees and $481,051 of other offering costs. Following the closing of the Initial Public Offering on December 10, 2020, and the underwriters’ full exercise of their over-allotment option on December 14, 2020, an amount of $320,993,750 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “ Trust Account Investment Company Act 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “ Public Stockholders The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “ Certificate of Incorporation SEC Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other material provisions relating to stockholders’ rights or pre-business The Company has until September 10, 2022, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, 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 per-share The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the amount of funds deposited into the Trust Account ($10.15 per share). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to 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 discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 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 $10.15 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 monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2021, the Company had approximately $138,686 in its operating bank accounts and working capital deficit of $4,776,905. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares, the loan of up to $300,000 from the Sponsor pursuant to the Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Note was repaid on December 10, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). There were $1,000,000 and no amounts outstanding under any Working Capital Loan as of December 31, 2021 and 2020, respectively. The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may, but are not obligated to, loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements. 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with 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. 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, accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021, and 2020. 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that is 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 occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2021 and 2020, the Class A common stock reflected in the consolidated balance sheets are reconciled in the following table: Gross proceeds $ 316,250,000 Less: Proceeds allocated to Public Warrants $ (12,036,716 ) Class A common stock issuance costs (17,177,930 ) Plus: Accretion of carrying value to redemption value $ 33,958,396 Class A common stock subject to possible redemption $ 320,993,750 Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the common stock subject to redemption issued were initially charged to temporary equity and then accreted up to redemption value against stockholders’ equity upon the completion of the Initial Public Offering. Offering costs amounting to $17,177,930 were charged to temporary equity upon the completion of the Initial Public Offering, and $696,870 of the offering costs were related to the warrant liabilities and charged to the statements of operations. Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash The fair value of the warrants issued in the Initial Public Offering has been estimated using a Monte Carlo simulation methodology as of the date of the Initial Public Offering and such warrants quoted market price as of December 31, 2021 (see Note 10). Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 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. There were no unrecognized tax benefits and no amounts accrued for 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. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 28,631,250 shares of Class A common stock in the aggregate. As of December 31, 2021, and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common shares is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended December 31, 2021 For the Period from July 30, 2020 (Inception) through December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (3,604,478 ) $ (901,119 ) $ (617,246 ) $ (1,120,152 ) Denominator: Basic and diluted weighted average shares outstanding 31,625,000 7,906,250 4,317,500 7,835,208 Basic and diluted net loss per common stock $ (0.11 ) $ (0.11 ) $ (0.14 ) $ (0.14 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 10). Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update No.2020-06, 470-20)” 815-40): 2020-06”), 2020-06 2020-06 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2021 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,500,000 Units at a price of $10.00 per Unit. On December 14, 2020, the underwriters fully exercised their over-allotment option, resulting in an additional 4,125,000 Units issued for an aggregate amount of $41,250,000. Each Unit consists of one share of Class A common stock and one Public Warrant |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Jefferies purchased an aggregate of 11,375,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant from the Company, of which 10,000,000 Private Placement Warrants were purchased by the Sponsor and 1,375,000 Private Placement Warrants were purchased by Jefferies, in a private placement. On December 14, 2020, as a result of the underwriters’ election to fully exercise their over-allotment option, the Sponsor purchased an additional 1,269,231 Private Placement Warrants and Jeffries purchased an additional 174,519 Private Placement Warrants for a total of 1,443,750 Private Placement Warrants, at a price of $1.00 per Private Placement Warrants, or $1,443,750 in the aggregate. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On August 3, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 8,625,000 shares of Class B common stock (the “Founder Shares”). In November 2020, the Sponsor returned to the Company, at no cost, an aggregate of 1,437,500 Founder Shares, which the Company cancelled. In December 2020, the Company effected a stock dividend of 0.1 shares for each Founder Share outstanding, resulting in an aggregate of 7,906,250 Founder Shares issued and outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Administrative Support Agreement The Company has agreed, commencing on December 7, 2020, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial Business Combination or our liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2021, and for the period from July 30, 2020 (inception) through December 31, 2020, the Company incurred $120,000 and $10,000 in fees for these services, respectively. As of December 31, 2021, and 2020, there was $130,000 and $10,000 of such fees included in accrued expenses, respectively. Advances from Related Party During 2021, the Sponsors advanced the Company an aggregate of $33,816 to fund operating expenses. The advances are non-interest bearing and payable upon demand. As of December 31, 2021, the amount advanced was repaid in full. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On November 22, 2021, the Company issued an unsecured convertible promissory note (the “ Sponsor Convertible Note As of December 31, 2021, there was $1,000,000 borrowings outstanding under the Convertible Notes . |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 6. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of both the COVID-19 Registration and Stockholder Rights Pursuant to a registration rights agreement entered into on December 7, 2020, the holders of the Founder Shares, Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans will be entitled to registration rights require the Company to register a sale of any of the securities held by them pursuant to a registration rights agreement. The holders of the majority of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have certain “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. Notwithstanding the foregoing, Jefferies may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the Initial Public Offering and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $11,068,750 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination on a one-for-one as-converted basis, |
WARRANT LIABILITIES
WARRANT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Warrants [Abstract] | |
WARRANTS | NOTE 8. WARRANT LIABILITIES As of December 31, 2021, and 2020, there were 15,812,500 Public Warrants outstanding. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in 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 60 th Redemptions of warrants when the price of Class A common stock equals or exceeds $18.00 • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption, or the 30-day • if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. 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. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its 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 a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. As of December 31, 2021, and 2020, there were 12,818,750 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 9. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, For the July 30, 2020 (Inception) Deferred tax asset Net operating loss carryforward $ 42,728 $ 16,030 Organizational costs/Startup expenses 1,442,151 5,494 Total deferred tax assets 1,484,879 21,524 Valuation allowance (1,484,879 ) (21,524 ) Deferred tax assets, net of allowance $ — $ — The income tax provision consists of the following: December 31, For the July 30, 2020 (Inception) Federal Current $ — $ — Deferred (1,463,355 ) (21,524 ) State Current $ — $ — Deferred — — Change in valuation allowance 1,463,355 21,524 Income tax provision $ — $ — As of December 31, 2021, and 2020, the Company had $203,467 and $76,333 In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the consummation of a Business Combination and 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 liabilities, 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. For the year ended December 31, 2021, and for the period from July 30, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $1,463,355 and $21,524, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate for the year ended December 31, 2021, and for the period from July 30, 2020 (inception) through December 31, 2020 , December 31, For the Period from July 30, 2020 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrants 11.5 % (11.3 )% Transaction costs 0.0 % (8.4 )% Change in valuation allowance (32.5 )% (1.2 )% Income tax provision 0.0 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity At December 31, 2021, assets held in the Trust Account were comprised of $321,039,924 money market funds that primarily invest in U.S. Treasury securities at fair market value. For the year ended December 31, 2021, the Company withdrew $35,108 of interest income from the Trust Account to pay franchise and income taxes. At December 31, 2020, assets held in the Trust Account were comprised of $425 in cash and $321,001,741 in U.S. Treasury securities. During the period from July 30, 2020 (inception) to December 31, 2020, the Company did not withdraw any interest income from the Trust Account. Description Level Amortized Cost Gross Holding Loss Fair Value December 31, 2020 Assets Held-to-Maturity 1 $ 321,001,741 $ (18,297 ) $ 320,983,444 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 December 31, 2020 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 321,039,924 $ — Liabilities: Warrant Liability – Public Warrants 1 $ 12,175,625 $ 12,573,343 Warrant Liability – Private Placement Warrants 3 $ 9,921,713 $ 11,986,758 The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Private Placement Warrants were initially and continue to be valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The following table provides quantitative information regarding Level 3 fair value measurements: December 31, 2021 December 31, 2020 Stock price $ 9.94 $ 6.87 Strike price $ 11.50 $ 11.50 Term (in years) 4.30 5.0 Volatility 14.1 % 40.0 % Risk-free rate 1.16 % 0.57 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Fair value as of July 30, 2020 (inception) $ — Initial measurement on December 10, 2020 11,585,352 Change in valuation inputs or other assumptions 401,406 Fair value as of December 31, 2020 11,986,758 Change in fair value (2,065,045 ) Fair value as of December 31, 2021 $ 9,921,713 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the year ended December 31, 2021, and for the period from July 30, 2020 (inception) through December 31, 2020. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
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 consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated 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. 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 ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements. |
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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. 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, accordingly, the actual results could differ significantly from those estimates. |
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 did not have any cash equivalents as of December 31, 2021, and 2020. |
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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that is 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 occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2021 and 2020, the Class A common stock reflected in the consolidated balance sheets are reconciled in the following table: Gross proceeds $ 316,250,000 Less: Proceeds allocated to Public Warrants $ (12,036,716 ) Class A common stock issuance costs (17,177,930 ) Plus: Accretion of carrying value to redemption value $ 33,958,396 Class A common stock subject to possible redemption $ 320,993,750 |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the common stock subject to redemption issued were initially charged to temporary equity and then accreted up to redemption value against stockholders’ equity upon the completion of the Initial Public Offering. Offering costs amounting to $17,177,930 were charged to temporary equity upon the completion of the Initial Public Offering, and $696,870 of the offering costs were related to the warrant liabilities and charged to the statements of operations. |
Warrant Liability | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash The fair value of the warrants issued in the Initial Public Offering has been estimated using a Monte Carlo simulation methodology as of the date of the Initial Public Offering and such warrants quoted market price as of December 31, 2021 (see Note 10). |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 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. There were no unrecognized tax benefits and no amounts accrued for 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. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 28,631,250 shares of Class A common stock in the aggregate. As of December 31, 2021, and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common shares is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended December 31, 2021 For the Period from July 30, 2020 (Inception) through December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (3,604,478 ) $ (901,119 ) $ (617,246 ) $ (1,120,152 ) Denominator: Basic and diluted weighted average shares outstanding 31,625,000 7,906,250 4,317,500 7,835,208 Basic and diluted net loss per common stock $ (0.11 ) $ (0.11 ) $ (0.14 ) $ (0.14 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 10). |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update No.2020-06, 470-20)” 815-40): 2020-06”), 2020-06 2020-06 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Class A common stock subject to possible redemption | At December 31, 2021 and 2020, the Class A common stock reflected in the consolidated balance sheets are reconciled in the following table: Gross proceeds $ 316,250,000 Less: Proceeds allocated to Public Warrants $ (12,036,716 ) Class A common stock issuance costs (17,177,930 ) Plus: Accretion of carrying value to redemption value $ 33,958,396 Class A common stock subject to possible redemption $ 320,993,750 |
Schedule Of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended December 31, 2021 For the Period from July 30, 2020 (Inception) through December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (3,604,478 ) $ (901,119 ) $ (617,246 ) $ (1,120,152 ) Denominator: Basic and diluted weighted average shares outstanding 31,625,000 7,906,250 4,317,500 7,835,208 Basic and diluted net loss per common stock $ (0.11 ) $ (0.11 ) $ (0.14 ) $ (0.14 ) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of significant components of the Company's deferred tax assets | The Company’s net deferred tax assets are as follows: December 31, For the July 30, 2020 (Inception) Deferred tax asset Net operating loss carryforward $ 42,728 $ 16,030 Organizational costs/Startup expenses 1,442,151 5,494 Total deferred tax assets 1,484,879 21,524 Valuation allowance (1,484,879 ) (21,524 ) Deferred tax assets, net of allowance $ — $ — |
Income tax provision | The income tax provision consists of the following: December 31, For the July 30, 2020 (Inception) Federal Current $ — $ — Deferred (1,463,355 ) (21,524 ) State Current $ — $ — Deferred — — Change in valuation allowance 1,463,355 21,524 Income tax provision $ — $ — |
Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate for the year ended December 31, 2021, and for the period from July 30, 2020 (inception) through December 31, 2020 , December 31, For the Period from July 30, 2020 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrants 11.5 % (11.3 )% Transaction costs 0.0 % (8.4 )% Change in valuation allowance (32.5 )% (1.2 )% Income tax provision 0.0 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Description Level Amortized Cost Gross Holding Loss Fair Value December 31, 2020 Assets Held-to-Maturity 1 $ 321,001,741 $ (18,297 ) $ 320,983,444 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 December 31, 2020 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 321,039,924 $ — Liabilities: Warrant Liability – Public Warrants 1 $ 12,175,625 $ 12,573,343 Warrant Liability – Private Placement Warrants 3 $ 9,921,713 $ 11,986,758 |
Summary Of Quantitative Information Regarding Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements: December 31, 2021 December 31, 2020 Stock price $ 9.94 $ 6.87 Strike price $ 11.50 $ 11.50 Term (in years) 4.30 5.0 Volatility 14.1 % 40.0 % Risk-free rate 1.16 % 0.57 % Dividend yield 0.0 % 0.0 % |
Summary Of Reconciliation Of Warrant Liabilities Measured At Fair Value | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Fair value as of July 30, 2020 (inception) $ — Initial measurement on December 10, 2020 11,585,352 Change in valuation inputs or other assumptions 401,406 Fair value as of December 31, 2020 11,986,758 Change in fair value (2,065,045 ) Fair value as of December 31, 2021 $ 9,921,713 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Dec. 14, 2020USD ($)$ / sharesshares | Dec. 10, 2020USD ($)$ / sharesshares | Jul. 30, 2020item | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2021USD ($)$ / shares | Apr. 01, 2021item |
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from issuance of warrants | $ 12,818,750 | $ 0 | ||||
Transaction Costs | $ 17,874,801 | |||||
Underwriting fees | 6,325,000 | |||||
Deferred underwriting fee payable | 11,068,750 | 11,068,750 | 11,068,750 | |||
Other offering costs | $ 481,051 | |||||
Condition for future business combination number of businesses minimum | item | 1 | |||||
Payments for investment of cash in Trust Account | 320,993,750 | $ 0 | ||||
Condition for future business combination use of proceeds percentage | 80 | |||||
Condition for future business combination threshold Percentage Ownership | 50 | |||||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | |||||
Redemption limit percentage without prior consent | 20 | |||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||||
Redemption period upon closure | 10 days | |||||
Maximum Allowed Dissolution Expenses | $ 100,000 | |||||
Operating bank accounts | 138,686,000,000 | |||||
Working capital | 4,776,905,000,000 | |||||
Number Of Subsidiaries Wholly Owned | item | 2 | |||||
Class A Common Stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from issuance of warrants | 12,036,716 | 12,036,716 | ||||
Proceeds from issuance of Class B common stock to Sponsor | 316,250,000 | 316,250,000 | ||||
Working Capital Loans Warrant [Member] | Unsecured Convertible Promissory Note With Related Party [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Outstanding balance of related party debt | $ 0 | $ 1,000,000 | ||||
Initial Public Offering | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | shares | 27,500,000 | |||||
Shares Issued, Price Per Share | $ / shares | $ 10.15 | $ 10 | $ 10.15 | |||
Payments for investment of cash in Trust Account | $ 320,993,750 | |||||
Initial Public Offering | Class A Common Stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | shares | 27,500,000 | |||||
Shares Issued, Price Per Share | $ / shares | $ 10 | |||||
Gross proceeds from sale of units | $ 275,000,000 | |||||
Initial Public Offering | Sponsor | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from issuance of Class B common stock to Sponsor | $ 25,000 | |||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||
Private Placement | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Exercise price of warrants | $ / shares | $ 1 | |||||
Number of warrants issued | shares | 1,443,750 | 11,375,000 | ||||
Private Placement | Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Exercise price of warrants | $ / shares | $ 1 | $ 11.50 | ||||
Number of warrants issued | shares | 1,375,000 | |||||
Price of warrant | $ / shares | $ 1 | |||||
Proceeds from issuance of warrants | $ 11,375,000 | |||||
Private Placement | Sponsor | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Exercise price of warrants | $ / shares | $ 1 | |||||
Number of warrants issued | shares | 10,000,000 | |||||
Over-allotment option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | shares | 4,125,000 | |||||
Aggregate amount for issuance of units | $ 41,250,000 | |||||
Proceeds from issuance of warrants | $ 1,443,750 | |||||
Over-allotment option | Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of warrants issued | shares | 1,269,231 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unrecognized tax benefits | $ 0 | $ 0 |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 |
Anti-dilutive securities attributable to warrants (in shares) | 28,631,250 | |
Cash, FDIC insured amount | $ 250,000 | |
Class A common stock issuance costs | 17,177,930 | |
offering costs were related to the warrant liabilities | $ 696,870 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Class A Common Stock Subject to Possible Redemption (Details) - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Less: | ||
Proceeds allocated to Public Warrants | $ (12,818,750) | $ 0 |
Class A common stock issuance costs | (17,177,930) | |
Plus: | ||
Accretion of carrying value to redemption value | 33,958,396 | |
Class A Common Stock | ||
Temporary Equity [Line Items] | ||
Gross proceeds | 316,250,000 | 316,250,000 |
Less: | ||
Proceeds allocated to Public Warrants | (12,036,716) | (12,036,716) |
Class A common stock issuance costs | (17,177,930) | (17,177,930) |
Plus: | ||
Accretion of carrying value to redemption value | 33,958,396 | 33,958,396 |
Class A Common Stock Subject to Possible Redemption | $ 320,993,750 | $ 320,993,750 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and Diluted Net (Loss) Per Common Share (Details) - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Numerator: | ||
Allocation of net income (loss), as adjusted | $ (1,737,398) | $ (4,505,597) |
Class A Common Stock | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ (617,246) | $ (3,604,478) |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 4,317,500 | 31,625,000 |
Basic and diluted net income (loss) per common share | $ (0.14) | $ (0.11) |
Class B Common Stock | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ (1,120,152) | $ (901,119) |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 7,835,208 | 7,906,250 |
Basic and diluted net income (loss) per common share | $ (0.14) | $ (0.11) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | Dec. 14, 2020 | Dec. 10, 2020 | Dec. 31, 2021 |
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 27,500,000 | ||
Purchase price, per unit | $ 10.15 | $ 10 | $ 10.15 |
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.5 | ||
Exercise price of warrants | $ 11.50 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 4,125,000 | ||
Aggregate amount for issuance of units | $ 41,250,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Dec. 14, 2020 | Dec. 10, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance of warrants | $ 12,818,750 | $ 0 | ||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance of warrants | $ 1,443,750 | |||
Over-allotment option | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants issued | 1,269,231 | |||
Number of shares per warrant | 174,519 | |||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants issued | 1,443,750 | 11,375,000 | ||
Exercise price of warrants | $ 1 | |||
Private Placement | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants issued | 1,375,000 | |||
Price of warrants | $ 1 | |||
Proceeds from issuance of warrants | $ 11,375,000 | |||
Number of shares per warrant | 1 | |||
Exercise price of warrants | $ 1 | $ 11.50 | ||
Private Placement | Sponsor | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants issued | 10,000,000 | |||
Exercise price of warrants | $ 1 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - Class B Common Stock | Aug. 03, 2020USD ($) | Dec. 31, 2020shares | Dec. 31, 2021item$ / sharesshares | Nov. 30, 2020shares |
Related Party Transaction [Line Items] | ||||
Stock dividend (in shares) | 0.1 | |||
Common Stock, Shares, Issued | 7,906,250 | 7,906,250 | ||
Common Stock, Shares, Outstanding | 7,906,250 | 7,906,250 | ||
Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from issuance of Class B common stock to Sponsor | $ | $ 25,000 | |||
Shares surrendered | 1,437,500 | |||
Restrictions on transfer period of time after business combination completion | 1 year | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item | 20 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item | 30 | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||
Over-allotment option | ||||
Related Party Transaction [Line Items] | ||||
Shares subject to forfeiture | 8,625,000 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | Dec. 07, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 22, 2021 |
Related Party Transaction [Line Items] | |||||
Advances from related party | $ 33,816 | ||||
Working capital loans warrant | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Price of warrant | $ 1 | ||||
Working Capital Loans Convertible Into Equity Warrants | $ 1,500,000 | ||||
Administrative Support Agreement | |||||
Related Party Transaction [Line Items] | |||||
Expenses per month | $ 10,000 | ||||
Expenses incurred and paid | $ 10,000 | 120,000 | |||
Administrative Support Agreement | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued Expenses From Transactions With Related Party | 130,000 | $ 10,000 | |||
Related Party Loans | Working capital loans warrant | |||||
Related Party Transaction [Line Items] | |||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | |||
Price of warrant | $ 1 | $ 1 | |||
Unsecured Convertible Promissory Note With Related Party Member | |||||
Related Party Transaction [Line Items] | |||||
Outstanding balance of related party debt | $ 1,000,000 | ||||
Unsecured Convertible Promissory Note With Related Party Member | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity of related party promissory note | $ 2,000,000 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | Dec. 14, 2020USD ($) | Dec. 07, 2020item |
Commitments and Contingencies Disclosure [Abstract] | ||||
Maximum number of demands for registration of securities | item | 3 | |||
Deferred fee per unit | $ / shares | $ 0.35 | |||
Deferred underwriting fee payable | $ | $ 11,068,750 | $ 11,068,750 | $ 11,068,750 |
STOCKHOLDERS' DEFICIT - Preferr
STOCKHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Stockholders' Equity Note [Abstract] | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
STOCKHOLDERS' DEFICIT - Common
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details) | 12 Months Ended | |
Dec. 31, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Class of Stock [Line Items] | ||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 31,625,000 | 31,625,000 |
Common shares, shares outstanding (in shares) | 31,625,000 | 31,625,000 |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 7,906,250 | 7,906,250 |
Common shares, shares outstanding (in shares) | 7,906,250 | 7,906,250 |
WARRANT LIABILITIES - Additiona
WARRANT LIABILITIES - Additional Information (Details) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | Dec. 31, 2021itemDay$ / sharesshares | |
Class of Warrant or Right [Line Items] | ||
Maximum period after business combination in which to file registration statement | 15 days | |
Period of time within which registration statement is expected to become effective | 60 days | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise period condition one | 30 days | |
Warrant exercise period condition two | 12 months | |
Public Warrants expiration term | 5 years | |
Warrant redemption condition minimum share price | $ 18 | $ 18 |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Redemption period | 30 days | |
Threshold trading days for redemption of public warrants | item | 20 | |
Threshold consecutive trading days for redemption of public warrants | Day | 30 | |
Share price trigger used to measure dilution of warrant | $ 9.20 | |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | |
Trading period after business combination used to measure dilution of warrant | 20 | |
Warrant exercise price adjustment multiple | 115 | |
Warrant redemption price adjustment multiple | 180 | |
Restrictions on transfer period of time after business combination completion | 30 days | |
Warrants Outstanding | shares | 15,812,500 | 15,812,500 |
Private Placement Warrants Member [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding | shares | 12,818,750 | 12,818,750 |
INCOME TAX - Net deferred tax
INCOME TAX - Net deferred tax asset (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 42,728 | $ 16,030 |
Organizational costs/Startup expenses | 1,442,151 | 5,494 |
Total deferred tax assets | 1,484,879 | 21,524 |
Valuation allowance | (1,484,879) | (21,524) |
Deferred tax assets, net of allowance | $ 0 | $ 0 |
INCOME TAX - Income tax provisi
INCOME TAX - Income tax provision (Details) - USD ($) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Federal | |||
Deferred | $ (21,524) | $ (1,463,355) | |
Change in valuation allowance | $ 21,524 | $ 1,463,355 | |
Statutory federal income tax rate | $ 203,467 |
INCOME TAX - Effective Tax Reco
INCOME TAX - Effective Tax Reconciliation (Details) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Change in fair value of warrants | (11.30%) | 11.50% |
Transaction costs | (8.40%) | 0.00% |
Change in valuation allowance | (1.20%) | (32.50%) |
Income tax provision | 0.00% | 0.00% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Assets: | ||
Cash held in Trust Account | $ 425 | |
Assets Held-in-trust, Noncurrent | $ 321,039,924 | 321,002,166 |
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount | 0 | 0 |
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount | 0 | 0 |
Assets Held In Trust Account | 321,039,924 | 321,002,166 |
Liabilities: | ||
Payment of franchise and income taxes through cash withdrawal from trust account | 35,108 | |
U.S. Treasury Securities | ||
Assets: | ||
Assets Held-in-trust, Noncurrent | 321,001,741 | |
Assets Held In Trust Account | 321,001,741 | |
Money Market Funds [Member] | ||
Assets: | ||
Assets Held-in-trust, Noncurrent | 321,039,924 | |
Assets Held In Trust Account | 321,039,924 | |
Level 1 | Recurring | ||
Assets: | ||
Assets Held-in-trust, Noncurrent | 321,039,924 | |
Assets Held In Trust Account | 321,039,924 | |
Liabilities: | ||
Warrant Liability – Public Warrants | 12,175,625 | 12,573,343 |
Level 1 | U.S. Treasury Securities | Recurring | ||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | ||
Amortized Cost | 321,001,741 | |
Gross Holding Loss | (18,297) | |
Fair Value | 320,983,444 | |
Level 3 | Recurring | ||
Liabilities: | ||
Warrant Liability – Private Placement Warrants | $ 9,921,713 | $ 11,986,758 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary Of Quantitative Information Regarding Fair Value Measurements (Details) - Level 3 - $ / shares | Dec. 31, 2020 | Dec. 31, 2021 |
Measurement Input, Share Price [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Stock price | $ 6.87 | $ 9.94 |
Measurement Input, Exercise Price [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Strike price | $ 11.50 | $ 11.50 |
Measurement Input, Expected Term [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Term (in years) | 5 years | 4 years 3 months 18 days |
Measurement Input, Price Volatility [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Volatility | 40.00% | 14.10% |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Risk-free rate | 0.57% | 1.16% |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
FAIR VALUE MEASUREMENTS - Sum_2
FAIR VALUE MEASUREMENTS - Summary Of Reconciliation Of Warrant Liabilities Measured At Fair Value (Details) - Level 3 - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of December 31, 2020 | $ 0 | $ 11,986,758 |
Initial measurement on December 10, 2020 | 11,585,352 | |
Change in fair value | 401,406 | (2,065,045) |
Fair value as of December 31, 2021 | $ 11,986,758 | $ 9,921,713 |