Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 17, 2023 | Jun. 30, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-40051 | ||
Entity Registrant Name | Churchill Capital Corp VII | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-3420354 | ||
Entity Address, Address Line One | 640 Fifth Avenue, 12th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address State Or Province | NY | ||
Entity Address, Postal Zip Code | 10019 | ||
City Area Code | 212 | ||
Local Phone Number | 380-7500 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | true | ||
Entity Public Float | $ 1,348,260,000 | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | Houston, TX | ||
Entity Central Index Key | 0001828248 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Transition Report | false | ||
Unit each consisting of one class A common stock and one fifth redeemable warrant | |||
Document and Entity Information | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock,$0.0001 par value, and one-fifth of one warrant | ||
Trading Symbol | CVII.U | ||
Security Exchange Name | NYSE | ||
Class A common stock | |||
Document and Entity Information | |||
Title of 12(b) Security | Shares of Class A common stock | ||
Trading Symbol | CVII | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 138,000,000 | ||
Warrants | |||
Document and Entity Information | |||
Title of 12(b) Security | Warrants | ||
Trading Symbol | CVII WS | ||
Security Exchange Name | NYSE | ||
Class B common stock | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 34,500,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 4,235,388 | $ 4,155,162 |
Prepaid expenses | 161,941 | 1,123,588 |
Total current assets | 4,397,329 | 5,278,750 |
Marketable securities held in Trust Account | 1,398,987,478 | 1,380,345,892 |
TOTAL ASSETS | 1,403,384,807 | 1,385,624,642 |
Current Liabilities | ||
Accrued expenses | 281,977 | 255,009 |
Income taxes payable | 3,332,481 | 24,241 |
Total current liabilities | 3,614,458 | 279,250 |
Deferred tax liability | 836,312 | |
Deferred legal fee | 54,026 | |
Warrant liabilities | 3,010,000 | 60,526,000 |
Deferred underwriting fee payable | 48,300,000 | 48,300,000 |
TOTAL LIABILITIES | 55,814,796 | 109,105,250 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, 138,000,000 shares at per share redemption value of approximately $10.11 and $10.00 as of December 31, 2022 and 2021, respectively. | 1,394,751,969 | 1,380,000,000 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (47,185,408) | (103,484,058) |
TOTAL STOCKHOLDERS' DEFICIT | (47,181,958) | (103,480,608) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 1,403,384,807 | 1,385,624,642 |
Class A common stock subject to redemption | ||
Current Liabilities | ||
Class A common stock subject to possible redemption, 138,000,000 shares at per share redemption value of approximately $10.11 and $10.00 as of December 31, 2022 and 2021, respectively. | 1,394,751,969 | 1,380,000,000 |
Class A common stock not subject to redemption | ||
STOCKHOLDERS' DEFICIT | ||
Common stock | 0 | 0 |
Class B common stock | ||
STOCKHOLDERS' DEFICIT | ||
Common stock | $ 3,450 | $ 3,450 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (in dollar per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A common stock | ||
Common stock, par value, (in dollar per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Class A common stock subject to redemption | ||
Class A common stock subject to possible redemption, issued (in shares) | 138,000,000 | |
Class A common stock subject to possible redemption, par or stated value | $ 10.11 | $ 10 |
Class A common stock subject to possible redemption, outstanding (in shares) | 138,000,000 | 138,000,000 |
Class A common stock not subject to redemption | ||
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Class B common stock | ||
Common stock, par value, (in dollar per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 34,500,000 | 34,500,000 |
Common stock, shares outstanding | 34,500,000 | 34,500,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Formation and operating costs | $ 1,000 | $ 2,317,174 | $ 2,375,036 |
Loss from operations | (1,000) | (2,317,174) | (2,375,036) |
Other income (expense): | |||
Change in fair value of Warrant Liabilities | 57,516,000 | (878,000) | |
Transaction costs related to Private Placement and Public Warrants | (1,396,743) | ||
Interest earned on marketable securities held in Trust Account | 20,048,815 | 324,382 | |
Unrealized gain (loss) on marketable securities held in Trust Account | (28,229) | 21,510 | |
Other income (expense), net | 77,536,586 | (1,928,851) | |
Income (loss) before provision for income taxes | (1,000) | 75,219,412 | (4,303,887) |
Provision for income taxes | (4,168,793) | (24,241) | |
Net income (loss) | (1,000) | 71,050,619 | (4,328,128) |
Class A common stock | |||
Other income (expense): | |||
Net income (loss) | $ 56,840,495 | $ (3,373,661) | |
Weighted average shares outstanding, basic | 138,000,000 | 119,852,055 | |
Weighted average shares outstanding, diluted | 138,000,000 | 119,852,055 | |
Net loss per share, basic | $ 0.41 | $ (0.03) | |
Net loss per share, diluted | $ 0.41 | $ (0.03) | |
Class B common stock | |||
Other income (expense): | |||
Net income (loss) | $ (1,000) | $ 14,210,124 | $ (954,467) |
Weighted average shares outstanding, basic | 34,500,000 | 34,500,000 | 33,908,219 |
Weighted average shares outstanding, diluted | 34,500,000 | 34,500,000 | 33,908,219 |
Net loss per share, basic | $ 0.41 | $ (0.03) | |
Net loss per share, diluted | $ 0.41 | $ (0.03) |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Class A Common Stock | Class B common stock Common Stock | Class B common stock | Additional Paid-in Capital | Accumulated Debt | Total |
Balance at the beginning at Oct. 08, 2020 | $ 0 | |||||
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) | ||||||
Issuance of Class B common stock to Sponsor | $ 3,450 | $ 21,550 | 0 | $ 25,000 | ||
Issuance of Class B common stock to Sponsor (in shares) | 34,500,000 | |||||
Net income (loss) | $ (1,000) | (1,000) | (1,000) | |||
Balance at the end at Dec. 31, 2020 | $ 3,450 | 21,550 | (1,000) | 24,000 | ||
Balance at the end (in shares) at Dec. 31, 2020 | 34,500,000 | |||||
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) | ||||||
Remeasurement adjustment on redeemable common stock | $ (21,550) | (99,154,930) | (99,176,480) | |||
Net income (loss) | $ (3,373,661) | (954,467) | (4,328,128) | (4,328,128) | ||
Balance at the end at Dec. 31, 2021 | $ 3,450 | (103,484,058) | (103,480,608) | |||
Balance at the end (in shares) at Dec. 31, 2021 | 34,500,000 | |||||
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) | ||||||
Remeasurement adjustment on redeemable common stock | (14,751,969) | (14,751,969) | ||||
Net income (loss) | $ 56,840,495 | $ 14,210,124 | 71,050,619 | 71,050,619 | ||
Balance at the end at Dec. 31, 2022 | $ 3,450 | $ (47,185,408) | $ (47,181,958) | |||
Balance at the end (in shares) at Dec. 31, 2022 | 34,500,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ (1,000) | $ 71,050,619 | $ (4,328,128) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Interest earned on marketable securities held in Trust Account | (20,048,815) | (324,382) | |
Unrealized loss (gain) on marketable securities held in Trust Account | 28,229 | (21,510) | |
Change in fair value of Warrant Liabilities | (57,516,000) | 878,000 | |
Transaction costs related to Private Placement and Public Warrants | 1,396,743 | ||
Deferred tax provision | 836,312 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses | 1,000 | 961,647 | (1,123,588) |
Accrued expenses | 80,994 | 254,009 | |
Income tax payable | 3,308,240 | 24,241 | |
Net cash used in operating activities | (1,298,774) | (3,244,615) | |
Cash Flows from Investing Activities: | |||
Investment Of Cash In Trust Account | (1,380,000,000) | ||
Cash withdrawn from Trust Account to pay franchise and income taxes | 379,000 | ||
Cash withdrawn from Trust Account for working capital purposes | 1,000,000 | ||
Net cash provided by (used in) investing activities | 1,379,000 | (1,380,000,000) | |
Cash Flows from Financing Activities: | |||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | ||
Proceeds from sale of Units, net of underwriting discounts paid | 1,355,500,000 | ||
Proceeds from sale of Private Placements Warrants | 32,600,000 | ||
Proceeds from promissory note - related party | 375,000 | ||
Repayment of promissory note - related party | (375,000) | ||
Payment of offering costs | (725,223) | ||
Net cash provided by financing activities | 25,000 | 1,387,374,777 | |
Net Change in Cash | 25,000 | 80,226 | 4,130,162 |
Cash - Beginning | 4,155,162 | 25,000 | |
Cash - Ending | 25,000 | 4,235,388 | 4,155,162 |
Non-cash investing and financing activities: | |||
Offering costs included in accrued offering costs | $ 11,000 | ||
Remeasurement adjustment on redeemable common stock | $ 14,751,969 | ||
Deferred underwriting fee payable | $ 48,300,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS. | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Churchill Capital Corp VII (the “Company”) was incorporated in Delaware on October 9, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage company and, as such, the Company is subject to all of the risks associated with early stage companies. As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on February 11, 2021. On February 17, 2021, the Company consummated the Initial Public Offering of 138,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including the issuance of 18,000,000 Units as a result of the underwriters’ full exercise of their over-allotment option further described in Note 3. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $1,380,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 32,600,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, to the Company’s sponsor, Churchill Sponsor VII LLC (the “Sponsor”), generating gross proceeds to the Company of $32,600,000. Transaction costs amounted to $73,525,223 consisting of $24,500,000 of underwriting discount net of $3,100,000 reimbursed from the underwriters, $48,300,000 of deferred underwriting discount and $725,223 of other offering costs. Following the closing of the Initial Public Offering on February 17, 2021, an amount of $1,380,000,000 ($10.00 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”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended, (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to fund working capital requirements, subject to an annual limit of $1,000,000 and to pay its tax obligations. 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 the 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 equal to at least 80% of the balance in the Trust Account (excluding net of amounts disbursed to management for working capital purposes, if applicable, taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions) at the time of the agreement to enter into the initial 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 sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares in connection with a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest, net of permitted withdrawals). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such 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 or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and its permitted transferees have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares acquired during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, public stockholders may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated 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”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and the Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if the Company fails to consummate a Business Combination within the Combination Window (as defined below) and (c) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem one-hundred percent (100%) of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering (or 27 months from the closing of the Initial Public Offering if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination within 24 months from the closing of the Initial Public Offering) (the “Combination Window”), 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 The Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Window. 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 Window. 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 Window 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 funds on deposit in the Trust Account remaining available for distribution will be less than the Initial Public Offering price per Unit of $10.00 in the Initial Public Offering. 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 (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds on deposit in the Trust Account to below (i) $10.00 per Public Share or (ii) the amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of permitted withdrawals. This liability will not apply with respect to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account or 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 Company due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or 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, 2022, we had cash of $4,235,388. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the initial stockholders or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants identical to the Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender. Additionally, to fund working capital and tax liabilities the Company has permitted withdrawals available up to an annual limit of $1,000,000. These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit at the Initial Public Offering. As of December 31, 2022, the Company had withdrawn from the Trust Account $379,000 to pay franchise and income taxes, and $1,000,000 for working capital purposes. As of December 31, 2021, the Company did not withdrawal any trust interest for tax or working capital purposes. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements- Going Concern, the Company had until February 17, 2023 to consummate a Business Combination. The Company has entered into a non-binding letter of intent that sets forth the preliminary terms and conditions of a potential business combination Business Combination with a private company that meets the Company’s investment criteria and principles and with which the Company has had discussions over an extended period of time. As a result, the Company now has until May 17, 2023 to complete a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension not obtained by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the potential mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 17, 2023. The Company intends to complete a Business Combination before the mandatory liquidation date. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target business, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law. The IR Act provides for, among other things, a new 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom the shares are repurchased (although it may reduce the amount of cash distributable in a current or subsequent redemption). The amount of the excise tax is generally 1% of any positive difference between the fair market value of any shares repurchased by the repurchasing corporation during a taxable year and the fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. In addition, a number of exceptions apply to this excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, this excise tax. On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax. Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of aspects of the excise tax (including its application and operation with respect to SPACs) remain unclear and such interim operating rules are subject to change. Because the application of this excise tax is not entirely clear, any redemption or other repurchase effected by us, in connection with a business combination, extension vote or otherwise, may be subject to this excise tax. Because any such excise tax would be payable by us and not by the redeeming holder, it could cause a reduction in the value of our Class A common stock or cash available for distribution in a subsequent liquidation. Whether and to what extent we would be subject to the excise tax in connection with a business combination will depend on a number of factors, including (i) the structure of the business combination, (ii) the fair market value of the redemptions and repurchases in connection with the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or any other equity issuances within the same taxable year of the business combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury. Further, the application of the excise tax in respect of distributions pursuant to a liquidation of a publicly traded U.S. corporation is uncertain and has not been addressed by the Treasury in regulations, and it is possible that the proceeds held in the trust account could be used to pay any excise tax owed by us in the event we are unable to complete a business combination in the required time and redeem 100% of our remaining Class A common stock in accordance with our amended and restated certificate of incorporation, in which case the amount that would otherwise be received by our public stockholders in connection with our liquidation would be reduced. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Use of Estimates The preparation of the 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 as of 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 liabilities. 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, 2022 and 2021. Marketable Securities Held in Trust Account As of December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. During the year ended December 31, 2022, the Company had withdrawn from the Trust Account $379,000 to pay franchise and income taxes, and $1,000,000 for working capital purposes. No amounts were withdrawn during the year ended December 31, 2021. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are shown in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, 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, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. As of December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 1,380,000,000 Less: Proceeds Allocated to Public Warrants (27,048,000) Class A common stock issuance costs (72,128,480) Plus: Remeasurement of carrying value to redemption value 99,176,480 Class A common stock subject to possible redemption as of December 31, 2021 $ 1,380,000,000 Plus: Remeasurement of carrying value to redemption value 14,751,969 Class A common stock subject to possible redemption as of December 31, 2022 $ 1,394,751,969 Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and the Private placement Warrants (collectively, the “Warrants”) in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Public Warrants and Private Placement Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation and a modified Black-Scholes model, respectively. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 5.6%, (0.6)% and 0.0% year ended December 31, 2022, 2021 and 2020, respectively. The effective tax rate differs from the statutory tax rate of 21% for the year ended December 31, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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, 2022, 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs amounted to $73,525,223, of which $72,128,480 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $1,396,743 were expensed to the statements of operations. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net income per common share as the redemption value approximates fair value. The calculation of diluted net 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 to purchase an aggregate of 60,200,000 shares of common stock in the calculation of diluted net income (loss) per common share, since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2022, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share 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): Period from October 9, 2020 Year Ended Year Ended (Inception) through December 31, 2022 December 31, 2021 December 31, 2020 Class A Class B Class A Class B Class A Class B Basic and diluted net (income) loss per common share Numerator: Allocation of net income (loss) $ 56,840,495 $ 14,210,124 $ (3,373,661) $ (954,467) $ — (1,000) Denominator: Basic and diluted weighted average shares outstanding 138,000,000 34,500,000 119,852,055 33,908,219 — 34,500,000 Basic and diluted net income (loss) per common share $ 0.41 $ 0.41 $ (0.03) $ (0.03) — — 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 of $250,000. The Company has not experienced losses on this account. 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,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the Company’s derivative instruments (see Note 10). Recent Accounting Standards 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 financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2022 | |
PUBLIC OFFERING | |
PUBLIC OFFERING | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 138,000,000 Units, at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriters of their option to purchase an additional 18,000,000 Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2022 | |
PRIVATE PLACEMENT. | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased in a private placement an aggregate of 32,600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $32,600,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Window, the proceeds from the sale of the Private Placement Warrants 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. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants (see Note 8). |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In December 2020, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock for an aggregate of $25,000 (the “Founder Shares” or, individually, a “Founder Share”). On February 5, 2021, the Company effected a 20,125,000 stock dividend. Additionally, on February 11, 2021, the Company effected a 5,750,000 stock dividend, resulting in our initial stockholders holding an aggregate of 34,500,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock dividend. The Founder Shares included an aggregate of up to 4,500,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, twenty percent (20%) of the Company’s issued and outstanding common stock after the completion of the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one (1) year after the completion of a Business Combination and (B) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or similar transaction after a Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least one-hundred fifty (150) days after a Business Combination, the Founder Shares will be released from the lock-up. Administrative Services Agreement The Company entered into an agreement, commencing on February 11, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, pursuant to which the Company will pay an affiliate of the Sponsor a total of $50,000 per month for office space, administrative and support services. For the year ended December 31, 2022 and 2021, the Company incurred and paid $600,000 and $519,643 of such fees. There were no such fees for the period from October 9, 2020 (Inception) through December 31, 2020. Advisory Fee The Company may engage M. Klein and Company, LLC, an affiliate of the Sponsor, or another affiliate of the Sponsor, as its lead financial advisor in connection with a Business Combination and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions. There were no fees incurred for the year ended December 31, 2022 or 2021 or for the period from October 9, 2020 (Inception) through December 31, 2020. Promissory Note - Related Party On December 30, 2020, the Sponsor agreed to loan the Company an aggregate of up to $600,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. As of December 31, 2022 and December 31, 2021, there was no outstanding balance under the Promissory Note. The borrowings outstanding under the Promissory Note in the amount of $375,000 were repaid upon the consummation of the Initial Public Offering on February 17, 2021. Borrowings under the Promissory Note are no longer available. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. These warrants would be identical to the Private Placement Warrants. No Working Capital Loans were outstanding as of December 31, 2022 and December 31, 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on February 11, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders of these securities have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statement. Underwriter’s Agreement The Company granted the underwriters a forty-five (45)-day option from the date of Initial Public Offering to purchase up to 18,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. As a result of the underwriters’ election to fully exercise the over-allotment option, the underwriters purchased an additional 18,000,000 Units, at a price of $10.00 per Unit. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $27,600,000 in the aggregate, payable upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $48,300,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement. Due Diligence As of December 31, 2022 and 2021, the Company, upon the consummation of an initial Business Combination, will be required to pay due diligence fees in the amount of $1,575,000. There were no such fees for the period from October 9, 2020 (Inception) through December 31, 2020. Legal Fees As of December 31, 2022, the Company, upon the consummation of an initial Business Combination will be required to pay legal fees in the amount of $54,026. For the year ended December 31, 2022, the Company recorded $9,634 of such fees. For the year ended December 31, 2021, the Company recorded $30,854 of such fees. These fees are reflected on the Company’s balance sheets in accrued expenses and on the statements of operations in operating costs. There were no such fees for the period from October 9, 2020 (Inception) through December 31, 2020. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS' DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock outstanding Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the completion of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent warrants issued, or to be issued, to any seller in a Business Combination. |
WARRANT LIABILITIES
WARRANT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
WARRANT LIABILITIES | |
WARRANT LIABILITIES | NOTE 8. WARRANT LIABILITIES As of December 31, 2022 and December 31, 2021, there were 27,600,000 Public Warrants outstanding. The Public Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Public Warrants will become exercisable on the later of (a) thirty (30) days after the completion of a Business Combination or (b) twelve (12) months from the closing of the Initial Public Offering. The Public Warrants will expire five (5) years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. 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, the Company will use its best efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants and to maintain a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its reasonable best efforts to qualify the shares of Class A common stock under applicable blue sky laws to the extent an exemption is not available. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than thirty ( 30 ) days’ prior written notice of redemption; ● if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any twenty ( 20 ) trading days within a thirty ( 30 )-trading day period ending on the third business day prior to the notice of redemption to the Public Warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the Warrants. If and when the Public 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 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 Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the Public Warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. As of December 31, 2022 and December 31, 2021, there were 32,600,000 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 salable until thirty (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 so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAX. | |
INCOME TAX | NOTE 9. INCOME TAX The Company’s net deferred tax assets (liability) as of December 31, 2022, 2021 and 2020 are as follows: December 31, December 31, December 31, 2022 2021 2020 Deferred tax assets (liability) Net operating loss carryforward $ — $ — $ — Startup/Organization Expenses 897,204 456,842 — Unrealized gain on marketable securities (836,312) (6,481) — Net deferred tax assets (liability) 60,892 450,361 — Valuation Allowance (897,204) (450,361) — Deferred tax liability $ (836,312) $ — $ — The income tax provision for the year ended December 31, 2022 and 2021 and for the period from October 9, 2020 (Inception) through December 31, 2020 consists of the following: For the Period From October 9, 2020 (Inception) Through December 31, December 31, December 31, 2022 2021 2020 Federal Current $ 3,332,481 $ 24,241 $ — Deferred 389,469 (450,361) — State and Local Current — — — Deferred — — — Change in valuation allowance 446,843 450,361 — Income tax provision $ 4,168,793 $ 24,241 $ — As of December 31, 2022. 2021, and 2020, the Company had no of U.S. federal net operating loss carryovers available to offset future taxable income. 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 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, 2022, 2021 and for the period from October 9, 2020 (Inception) through December 31, 2020 the change in the valuation allowance was $446,843 , $450,361 and $ 0 , respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate as of December 31, 2022, 2021 and 2020 is as follows: December 31, December 31, December 31, 2022 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % — % Transaction costs warrants 0.0 % (6.8) % — % Change in fair value of warrant liabilities (16.0) % (4.3) % — % Valuation allowance 0.6 % (10.5) % — % Income tax provision 5.6 % (0.6) % — % |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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 the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. December 31, December 31, Description Level 2022 Level 2021 Assets: Marketable securities held in Trust Account 1 $ 1,398,987,478 1 $ 1,380,345,892 Liabilities: Warrant liability- Public Warrants 1 1,380,000 1 27,600,000 Warrant liability- Private Placement Warrants 2 1,630,000 3 32,926,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are measured at fair value at inception and on a recurring basis, with changes in fair value recorded in the statements of operations. The Public and Private Warrants were valued as of February 17, 2021 using a Monte Carlo simulation model and a Modified Black Scholes model, respectively, which are considered to be Level 3 fair value measurements. The Monte Carlo simulation and the Modified Black-Scholes models’ primary unobservable input utilized in determining the fair value of the Public and Private Warrants is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was 80%, which was estimated based on the observed success rates of business combinations for special purpose acquisition companies. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker CVII.WS. For subsequent measurements of the Private Warrants after detachment, a Modified Black Scholes Option Pricing model was used. 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 was implied from the Company’s own Public Warrant pricing. Other key assumptions used in connection with the Modified Black Scholes model were expected life, risk free rate, and dividend yield, which were based on market conditions, management assumptions, and terms of the warrant agreement. At issuance, the estimated fair value of the Private Placement Warrants and the estimated fair value of the Public Warrants was determined by a Monte Carlo simulation. As of December 31, 2022, the Private Placement Warrants are being valued using the associated observable market of the Public Warrants, which is considered to be a Level 2 measurement. As of December 31, 2021, the estimated fair value of the Private Placement Warrants was determined using a modified Black-Scholes model. The following are the significant inputs used in determining fair value: As of December 31, 2021 Exercise price $ 11.50 Stock price $ 9.83 Volatility 14.9 % Probability of completing an initial business combination — % Term 5.29 Risk-free rate 1.35 % Dividend yield 0.0 % For the valuation as of December 31, 2021, probability of completing a Business Combination was not a significant input. This assumption is embedded in the volatility percentage. For periods prior to the warrants detachment, this was considered a significant input. The following table presents the changes in the fair value of Level 3 warrant liabilities: Public Warrants Private Placement Warrants Warrant Liabilities Warrant liabilities at February 17, 2021 (Initial Public Offering) $ — $ — $ — Issuance of Public and Private Warrants 27,048,000 32,600,000 59,648,000 Change in fair value of warrant liabilities 11,316,000 326,000 11,642,000 Transfer to Level 1 (38,364,000) — (38,364,000) Fair value as of December 31, 2021 — 32,926,000 32,926,000 Change in fair value of warrant liabilities — (28,362,000) (28,362,000) Transfer to Level 2 — (4,564,000) (4,564,000) Fair value as of December 31, 2022 $ — $ — $ — Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Private Placement Warrants transferred from a Level 3 to a Level 2 during the year ended December 31, 2022 was $4,564,000. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement at the time of transfer during the year ended December 31, 2021 was $38,364,000. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than the below, that would have required adjustment or disclosure in the financial statements. On February 17, 2023 the Company entered into a non-binding letter of intent that sets forth the preliminary terms and conditions of a potential business combination with a private company that meets the Company’s investment criteria and principles and with which the Company has had discussions over an extended period of time. As a result, the Company now has until May 17, 2023 to complete a Business Combination. If the Company is unable to complete a Business Combination by such date (or such later date as may be approved by the Company’s stockholders at a meeting called for such purpose at which the Company’s stockholders will be given the opportunity to have their public shares be redeemed for a pro rata portion of the funds in the Company’s trust account), the Company will then liquidate. No assurances can be made that the Company will successfully negotiate and enter into a definitive agreement for a Business Combination. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Use of Estimates | Use of Estimates The preparation of the 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 as of 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 liabilities. 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, 2022 and 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account As of December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. During the year ended December 31, 2022, the Company had withdrawn from the Trust Account $379,000 to pay franchise and income taxes, and $1,000,000 for working capital purposes. No amounts were withdrawn during the year ended December 31, 2021. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are shown in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, 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, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. As of December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 1,380,000,000 Less: Proceeds Allocated to Public Warrants (27,048,000) Class A common stock issuance costs (72,128,480) Plus: Remeasurement of carrying value to redemption value 99,176,480 Class A common stock subject to possible redemption as of December 31, 2021 $ 1,380,000,000 Plus: Remeasurement of carrying value to redemption value 14,751,969 Class A common stock subject to possible redemption as of December 31, 2022 $ 1,394,751,969 |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and the Private placement Warrants (collectively, the “Warrants”) in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Public Warrants and Private Placement Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation and a modified Black-Scholes model, respectively. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 5.6%, (0.6)% and 0.0% year ended December 31, 2022, 2021 and 2020, respectively. The effective tax rate differs from the statutory tax rate of 21% for the year ended December 31, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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, 2022, 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs amounted to $73,525,223, of which $72,128,480 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $1,396,743 were expensed to the statements of operations. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net income per common share as the redemption value approximates fair value. The calculation of diluted net 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 to purchase an aggregate of 60,200,000 shares of common stock in the calculation of diluted net income (loss) per common share, since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2022, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share 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): Period from October 9, 2020 Year Ended Year Ended (Inception) through December 31, 2022 December 31, 2021 December 31, 2020 Class A Class B Class A Class B Class A Class B Basic and diluted net (income) loss per common share Numerator: Allocation of net income (loss) $ 56,840,495 $ 14,210,124 $ (3,373,661) $ (954,467) $ — (1,000) Denominator: Basic and diluted weighted average shares outstanding 138,000,000 34,500,000 119,852,055 33,908,219 — 34,500,000 Basic and diluted net income (loss) per common share $ 0.41 $ 0.41 $ (0.03) $ (0.03) — — |
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 of $250,000. The Company has not experienced losses on this account. |
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,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the Company’s derivative instruments (see Note 10). |
Recent Accounting Standards | Recent Accounting Standards 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 financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of reconciliation of Class A common stocks reflected in the condensed balance sheets | As of December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 1,380,000,000 Less: Proceeds Allocated to Public Warrants (27,048,000) Class A common stock issuance costs (72,128,480) Plus: Remeasurement of carrying value to redemption value 99,176,480 Class A common stock subject to possible redemption as of December 31, 2021 $ 1,380,000,000 Plus: Remeasurement of carrying value to redemption value 14,751,969 Class A common stock subject to possible redemption as of December 31, 2022 $ 1,394,751,969 |
Schedule of basic and diluted net income (loss) per common share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Period from October 9, 2020 Year Ended Year Ended (Inception) through December 31, 2022 December 31, 2021 December 31, 2020 Class A Class B Class A Class B Class A Class B Basic and diluted net (income) loss per common share Numerator: Allocation of net income (loss) $ 56,840,495 $ 14,210,124 $ (3,373,661) $ (954,467) $ — (1,000) Denominator: Basic and diluted weighted average shares outstanding 138,000,000 34,500,000 119,852,055 33,908,219 — 34,500,000 Basic and diluted net income (loss) per common share $ 0.41 $ 0.41 $ (0.03) $ (0.03) — — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAX. | |
Schedule of net deferred tax assets (liability) | December 31, December 31, December 31, 2022 2021 2020 Deferred tax assets (liability) Net operating loss carryforward $ — $ — $ — Startup/Organization Expenses 897,204 456,842 — Unrealized gain on marketable securities (836,312) (6,481) — Net deferred tax assets (liability) 60,892 450,361 — Valuation Allowance (897,204) (450,361) — Deferred tax liability $ (836,312) $ — $ — |
Schedule of components of income tax expense | For the Period From October 9, 2020 (Inception) Through December 31, December 31, December 31, 2022 2021 2020 Federal Current $ 3,332,481 $ 24,241 $ — Deferred 389,469 (450,361) — State and Local Current — — — Deferred — — — Change in valuation allowance 446,843 450,361 — Income tax provision $ 4,168,793 $ 24,241 $ — |
Schedule of reconciliation of the federal income tax rate | December 31, December 31, December 31, 2022 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % — % Transaction costs warrants 0.0 % (6.8) % — % Change in fair value of warrant liabilities (16.0) % (4.3) % — % Valuation allowance 0.6 % (10.5) % — % Income tax provision 5.6 % (0.6) % — % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | December 31, December 31, Description Level 2022 Level 2021 Assets: Marketable securities held in Trust Account 1 $ 1,398,987,478 1 $ 1,380,345,892 Liabilities: Warrant liability- Public Warrants 1 1,380,000 1 27,600,000 Warrant liability- Private Placement Warrants 2 1,630,000 3 32,926,000 |
Schedule of significant inputs used in determining fair value | As of December 31, 2021 Exercise price $ 11.50 Stock price $ 9.83 Volatility 14.9 % Probability of completing an initial business combination — % Term 5.29 Risk-free rate 1.35 % Dividend yield 0.0 % |
Schedule of change in the fair value of the Level 3 warrant liabilities | Public Warrants Private Placement Warrants Warrant Liabilities Warrant liabilities at February 17, 2021 (Initial Public Offering) $ — $ — $ — Issuance of Public and Private Warrants 27,048,000 32,600,000 59,648,000 Change in fair value of warrant liabilities 11,316,000 326,000 11,642,000 Transfer to Level 1 (38,364,000) — (38,364,000) Fair value as of December 31, 2021 — 32,926,000 32,926,000 Change in fair value of warrant liabilities — (28,362,000) (28,362,000) Transfer to Level 2 — (4,564,000) (4,564,000) Fair value as of December 31, 2022 $ — $ — $ — |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 12 Months Ended | ||||
Dec. 27, 2022 | Feb. 17, 2021 USD ($) $ / shares shares | Oct. 09, 2020 item | Dec. 31, 2022 USD ($) M $ / shares shares | Dec. 31, 2021 USD ($) | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||
Condition for future business combination number of businesses minimum | item | 1 | ||||
Sale of units, net of underwriting discounts and offering expenses (in shares) | shares | 18,000,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Proceeds from sale of Private Placements Warrants | $ 32,600,000 | ||||
Transaction costs | $ 73,525,223 | ||||
Underwriting fees | 24,500,000 | ||||
Reimbursed from the underwriters | 3,100,000 | ||||
Deferred underwriting fee payable | 48,300,000 | $ 48,300,000 | 48,300,000 | ||
Other offering costs | $ 725,223 | ||||
Investment of cash into trust account | 1,380,000,000 | ||||
Cash held outside the trust account | $ 4,235,388 | $ 4,155,162 | |||
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 | 15 | ||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | ||||
Months to complete acquisitions | M | 24 | ||||
Business combination period | 27 months | ||||
Redemption period upon closure | 10 days | ||||
Amount withdrawn from Trust Account to pay franchise and income taxes | $ 379,000 | ||||
Amount Withdrawn From Trust Account For Working Capital Purposes | $ 1,000,000 | ||||
Percentage of remaining Class A common stock to be redeemed | 100% | ||||
Private Placement Warrants | |||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||
Sale of private placement warrants (in shares) | shares | 32,600,000 | ||||
Price of warrant | $ / shares | $ 1 | ||||
Proceeds from sale of Private Placements Warrants | $ 32,600,000 | ||||
Working capital loans warrant | |||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||
Price of warrant | $ / shares | $ 1 | ||||
Loan conversion agreement warrant | $ 1,500,000 | ||||
Maximum amount of withdrawal available | $ 1,000,000 | ||||
Initial Public Offering | |||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||
Sale of units, net of underwriting discounts and offering expenses (in shares) | shares | 138,000,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Proceeds from issuance initial public offering | $ 1,380,000,000 | ||||
Deferred underwriting fee payable | 48,300,000 | ||||
Investment of cash into trust account | $ 1,380,000,000 | ||||
Investments maximum maturity term | 185 days | ||||
Cash held outside the trust account | $ 1,000,000 | ||||
Maximum allowed dissolution expenses | $ 100,000 | ||||
Over-allotment option | |||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||
Sale of units, net of underwriting discounts and offering expenses (in shares) | shares | 18,000,000 | 18,000,000 | |||
Purchase price, per unit | $ / shares | $ 10 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Feb. 17, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Cash equivalents | $ 0 | $ 0 | |||
Withdrawn marketable securities held in trust account | $ 0 | ||||
Cash withdrawn from Trust Account to pay franchise and income taxes | 379,000 | ||||
Cash withdrawn from Trust Account for working capital purposes | $ 1,000,000 | ||||
Effective income tax rate | 0% | 5.60% | (0.60%) | ||
Statutory income tax rate (as Percent) | 21% | 21% | |||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | $ 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 | $ 0 | |
Anti-dilutive securities attributable to warrants (in shares) | 60,200,000 | ||||
Initial Public Offering | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Offering cost | $ 73,525,223 | ||||
Charges on stockholders' deficit | 72,128,480 | ||||
Offering cost expenses | $ 1,396,743 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Common Stock Subject to Possible Redemption (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Gross proceeds | $ 1,380,000,000 | |
Proceeds Allocated to Public Warrants | (27,048,000) | |
Class A common stock issuance costs | (72,128,480) | |
Remeasurement of carrying value to redemption value | $ 14,751,969 | 99,176,480 |
Class A common stock subject to possible redemption | $ 1,394,751,969 | $ 1,380,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) per Common Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Allocation of net income (loss) | $ (1,000) | $ 71,050,619 | $ (4,328,128) |
Class A common stock | |||
Numerator: | |||
Allocation of net income (loss) | $ 56,840,495 | $ (3,373,661) | |
Denominator: | |||
Weighted average shares outstanding, basic | 138,000,000 | 119,852,055 | |
Weighted average shares outstanding, diluted | 138,000,000 | 119,852,055 | |
Net income (loss) per share, basic | $ 0.41 | $ (0.03) | |
Net income (loss) per share, diluted | $ 0.41 | $ (0.03) | |
Class B common stock | |||
Numerator: | |||
Allocation of net income (loss) | $ (1,000) | $ 14,210,124 | $ (954,467) |
Denominator: | |||
Weighted average shares outstanding, basic | 34,500,000 | 34,500,000 | 33,908,219 |
Weighted average shares outstanding, diluted | 34,500,000 | 34,500,000 | 33,908,219 |
Net income (loss) per share, basic | $ 0.41 | $ (0.03) | |
Net income (loss) per share, diluted | $ 0.41 | $ (0.03) |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) | Feb. 17, 2021 $ / shares shares |
PUBLIC OFFERING | |
Number of units sold | 18,000,000 |
Purchase price, per unit | $ / shares | $ 10 |
Initial Public Offering | |
PUBLIC OFFERING | |
Number of units sold | 138,000,000 |
Purchase price, per unit | $ / shares | $ 10 |
Number of shares in a unit | 1 |
Number of warrants in a unit | 0.20 |
Number of shares issuable per warrant | 1 |
Exercise price of warrants | $ / shares | $ 11.50 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 12 Months Ended | |
Feb. 17, 2021 | Dec. 31, 2021 | |
PRIVATE PLACEMENT. | ||
Aggregate purchase price | $ 32,600,000 | |
Private Placement Warrants | ||
PRIVATE PLACEMENT. | ||
Number of warrants to purchase shares issued | 32,600,000 | |
Price of warrant | $ 1 | |
Aggregate purchase price | $ 32,600,000 | |
Private Placement | Private Placement Warrants | ||
PRIVATE PLACEMENT. | ||
Number of warrants to purchase shares issued | 32,600,000 | |
Price of warrant | $ 1 | |
Aggregate purchase price | $ 32,600,000 | |
Number of shares per warrant | 1 | |
Exercise price of warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 1 Months Ended | 3 Months Ended | ||
Feb. 11, 2021 shares | Feb. 05, 2021 USD ($) | Dec. 31, 2020 USD ($) D $ / shares shares | Dec. 31, 2020 USD ($) | |
RELATED PARTY TRANSACTIONS | ||||
Aggregate purchase price | $ | $ 25,000 | |||
Over-allotment option | ||||
RELATED PARTY TRANSACTIONS | ||||
Shares subject to forfeiture | 0 | |||
Founder Shares | Sponsor | Class B common stock | ||||
RELATED PARTY TRANSACTIONS | ||||
Number of shares issued | 8,625,000 | |||
Aggregate purchase price | $ | $ 25,000 | |||
Share dividend | 5,750,000 | |||
Common stock dividend | $ | $ 20,125,000 | |||
Aggregate number of shares owned | 34,500,000 | |||
Shares subject to forfeiture | 4,500,000 | |||
Percentage of issued and outstanding shares after the initial public offering collectively held by initial stockholders | 20% | |||
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 | D | 20 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||
Feb. 17, 2021 | Feb. 11, 2021 | Oct. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |||||||
Repayment of promissory note - related party | $ 375,000 | ||||||
Working capital loans warrant | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Loan conversion agreement warrant | $ 1,500,000 | ||||||
Price of warrant | $ 1 | ||||||
Administrative Services Agreement | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Expenses per month | $ 50,000 | ||||||
Expenses incurred and paid | $ 0 | $ 600,000 | 519,643 | ||||
Advisory fee | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Expenses incurred and paid | $ 0 | $ 0 | 0 | 0 | |||
Promissory Note - Related Party | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Outstanding balance of related party note | 0 | 0 | |||||
Repayment of promissory note - related party | $ 375,000 | ||||||
Promissory Note - Related Party | Maximum | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Maximum borrowing capacity of related party promissory note | $ 600,000 | $ 600,000 | |||||
Related Party Loans | Working capital loans warrant | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Outstanding balance of related party note | 0 | $ 0 | |||||
Loan conversion agreement warrant | $ 1,500,000 | ||||||
Price of warrant | $ 1 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 3 Months Ended | 12 Months Ended | ||
Feb. 17, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) item shares | Dec. 31, 2021 USD ($) | |
COMMITMENTS AND CONTINGENCIES | ||||
Maximum number of demands for registration of securities | item | 3 | |||
Granted term | 45 days | |||
Sale of units, net of underwriting discounts and offering expenses (in shares) | shares | 18,000,000 | |||
Purchase price, per unit | $ / shares | $ 10 | |||
Due diligence fees | $ 0 | $ 1,575,000 | $ 1,575,000 | |
Deferred underwriting fee payable | $ 48,300,000 | 48,300,000 | 48,300,000 | |
Legal fee payable | 54,026 | |||
Legal fees | $ 0 | $ 9,634 | $ 30,854 | |
Initial Public Offering | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Sale of units, net of underwriting discounts and offering expenses (in shares) | shares | 138,000,000 | |||
Purchase price, per unit | $ / shares | $ 10 | |||
Underwriting cash discount per unit | $ / shares | $ 0.20 | |||
Underwriter cash discount | $ 27,600,000 | |||
Deferred fee per unit | $ / shares | $ 0.35 | |||
Deferred underwriting fee payable | $ 48,300,000 | |||
Over-allotment option | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Sale of units, net of underwriting discounts and offering expenses (in shares) | shares | 18,000,000 | 18,000,000 | ||
Purchase price, per unit | $ / shares | $ 10 |
STOCKHOLDERS' DEFICIT - Preferr
STOCKHOLDERS' DEFICIT - Preferred Stock (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, par value, (in dollar per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
STOCKHOLDERS' DEFICIT - Common
STOCKHOLDERS' DEFICIT - Common Stock (Details) | 12 Months Ended | |
Dec. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | |
Class A common stock | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, votes per share | Vote | 1 | 1 |
Class A common stock subject to redemption | ||
STOCKHOLDERS' DEFICIT | ||
Class A common stock subject to possible redemption, issued (in shares) | 138,000,000 | |
Class A common stock subject to possible redemption, outstanding (in shares) | 138,000,000 | 138,000,000 |
Class A common stock not subject to redemption | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Class B common stock | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, votes per share | Vote | 1 | 1 |
Common stock, shares issued (in shares) | 34,500,000 | 34,500,000 |
Common stock, shares outstanding (in shares) | 34,500,000 | 34,500,000 |
Ratio to be applied to the stock in the conversion | 20 |
WARRANT LIABILITIES (Details)
WARRANT LIABILITIES (Details) | 12 Months Ended | |
Dec. 31, 2022 D $ / shares shares | Dec. 31, 2021 shares | |
Public Warrants | ||
WARRANT LIABILITIES | ||
Warrants outstanding | shares | 27,600,000 | 27,600,000 |
Warrant exercise period after completion of a business combination | 30 days | |
Warrant exercise period from closing of the initial public offering | 12 months | |
Public Warrants expiration term | 5 years | |
Maximum period after business combination in which to file registration statement | 15 days | |
Maximum threshold period for registration statement to become effective after business combination | 60 days | |
Private Placement Warrants | ||
WARRANT LIABILITIES | ||
Warrants outstanding | shares | 32,600,000 | 32,600,000 |
Restrictions on transfer period of time after business combination completion | 30 days | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Public Warrants | ||
WARRANT LIABILITIES | ||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Warrant redemption condition minimum share price | $ / shares | $ 18 | |
Threshold trading days for redemption of public warrants | D | 20 | |
Threshold consecutive trading days for redemption of public warrants | D | 30 |
INCOME TAX - Net deferred tax a
INCOME TAX - Net deferred tax assets (liability) (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
INCOME TAX | ||
Startup/Organization Expenses | $ 897,204 | $ 456,842 |
Unrealized gain on marketable securities | (836,312) | (6,481) |
Net deferred tax assets (liability) | 60,892 | 450,361 |
Valuation Allowance | (897,204) | $ (450,361) |
Deferred tax liability | $ (836,312) |
INCOME TAX - Income tax provisi
INCOME TAX - Income tax provision (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2020 | |
Federal | ||||
Current | $ 3,332,481 | $ 24,241 | ||
Deferred | 389,469 | (450,361) | ||
Change in valuation allowance | $ 0 | 446,843 | 450,361 | |
Income tax provision | 4,168,793 | 24,241 | ||
Operating loss carryovers | $ 0 | $ 0 | $ 0 | $ 0 |
INCOME TAX - Reconciliation of
INCOME TAX - Reconciliation of the federal income tax rate (Details) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAX. | |||
Statutory federal income tax rate | 21% | 21% | |
Transaction costs warrants | (0.00%) | (6.80%) | |
Change in fair value of warrant liabilities | (16.00%) | (4.30%) | |
Valuation allowance | 0.60% | (10.50%) | |
Income tax provision | 0% | 5.60% | (0.60%) |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Assets: | ||
Marketable securities held in Trust Account | $ 1,398,987,478 | $ 1,380,345,892 |
Liabilities: | ||
Warrant liability | $ 3,010,000 | 60,526,000 |
Percentage of probability of business combination | 80% | |
Level 1 | Recurring | U.S. Treasury Securities | ||
Assets: | ||
Marketable securities held in Trust Account | $ 1,398,987,478 | 1,380,345,892 |
Level 1 | Recurring | Public Warrants | ||
Liabilities: | ||
Warrant liability | 1,380,000 | 27,600,000 |
Level 2 | Recurring | Private Placement Warrants | ||
Liabilities: | ||
Warrant liability | $ 1,630,000 | |
Level 3 | Recurring | Private Placement Warrants | ||
Liabilities: | ||
Warrant liability | $ 32,926,000 |
FAIR VALUE MEASUREMENTS - Signi
FAIR VALUE MEASUREMENTS - Significant inputs used in determining fair value (Details) - Level 3 | Dec. 31, 2022 $ / shares USD ($) |
Exercise price | |
FAIR VALUE MEASUREMENTS | |
Warrants fair value, measurement input | 11.50 |
Stock price | |
FAIR VALUE MEASUREMENTS | |
Warrants fair value, measurement input | 9.83 |
Volatility | |
FAIR VALUE MEASUREMENTS | |
Warrants fair value, measurement input | 0.149 |
Term | |
FAIR VALUE MEASUREMENTS | |
Warrants fair value, measurement input | $ | 5.29 |
Risk-free rate | |
FAIR VALUE MEASUREMENTS | |
Warrants fair value, measurement input | 0.0135 |
Dividend yield | |
FAIR VALUE MEASUREMENTS | |
Warrants fair value, measurement input | 0 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes in the fair value of Level 3 warrant liabilities (Details) - USD ($) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |||
Transfer from level 3 | $ 4,564,000 | $ 38,364,000 | |
Level 3 | |||
FAIR VALUE MEASUREMENTS | |||
Fair value at beginning of period | $ 0 | 32,926,000 | |
Issuance of Public and Private Warrants | 59,648,000 | ||
Change in fair value of warrant liabilities | $ 11,642,000 | $ (28,362,000) | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | |
Transfer from level 3 | $ (38,364,000) | $ (4,564,000) | |
Fair value at end of period | 32,926,000 | 32,926,000 | |
Level 3 | Private Placement Warrants | |||
FAIR VALUE MEASUREMENTS | |||
Fair value at beginning of period | 0 | 32,926,000 | |
Issuance of Public and Private Warrants | 32,600,000 | ||
Change in fair value of warrant liabilities | 326,000 | (28,362,000) | |
Transfer from level 3 | $ (4,564,000) | ||
Fair value at end of period | 32,926,000 | $ 32,926,000 | |
Level 3 | Public Warrants | |||
FAIR VALUE MEASUREMENTS | |||
Fair value at beginning of period | 0 | ||
Issuance of Public and Private Warrants | 27,048,000 | ||
Change in fair value of warrant liabilities | 11,316,000 | ||
Transfer from level 3 | $ (38,364,000) |