Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Feb. 10, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Entity File Number | 001-39982 | |
Entity Registrant Name | Novus Capital Corporation II | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3230987 | |
Entity Address, Address Line One | 8556 Oakmont Lane | |
Entity Address, City or Town | Indianapolis | |
Entity Address State Or Province | IN | |
Entity Address, Postal Zip Code | 46260 | |
City Area Code | 317 | |
Local Phone Number | 590-6959 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
ICFR Auditor Attestation Flag | true | |
Entity Shell Company | true | |
Entity Public Float | $ 284,625,000 | |
Entity Central Index Key | 0001828536 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Auditor Name | Marcum LLP | |
Auditor Firm ID | 688 | |
Auditor Location | Boston | |
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-third of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of common stock and one-third of one redeemable warrant | |
Trading Symbol | NXU.U | |
Security Exchange Name | NYSE | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock par value $0.0001 per share | |
Trading Symbol | NXU | |
Security Exchange Name | NYSE | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 28,750,000 | |
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | |
Trading Symbol | NXU.WS | |
Security Exchange Name | NYSE | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,187,500 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 396,295 | $ 172,854 |
Prepaid expenses | 114,583 | |
Total Current Assets | 510,878 | 172,854 |
Deferred offering costs | 37,042 | |
Marketable securities held in Trust Account | 287,515,823 | |
TOTAL ASSETS | 288,026,701 | 209,896 |
Current liabilities | ||
Accrued expenses | 208,913 | 1,000 |
Accrued offering costs | 25,000 | |
Promissory note - related party | 160,000 | |
Total Current Liabilities | 208,913 | 186,000 |
Warrant liability | 18,437,499 | |
TOTAL LIABILITIES | 18,646,412 | 186,000 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption 28,750,000 and no shares at redemption value at December 31, 2021 and 2020, respectively | 287,500,000 | |
Stockholders' (Deficit) Equity | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding | ||
Additional paid-in capital | 24,281 | |
Accumulated deficit | (18,120,430) | (1,104) |
Total Stockholders' (Deficit) Equity | (18,119,711) | 23,896 |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | 288,026,701 | 209,896 |
Class A Common Stock Subject to Redemption | ||
Current liabilities | ||
Class A common stock subject to possible redemption 28,750,000 and no shares at redemption value at December 31, 2021 and 2020, respectively | 287,500,000 | |
Class B common stock | ||
Stockholders' (Deficit) Equity | ||
Common stock | $ 719 | $ 719 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common shares, par value, (per share) | $ 0.001 | |
Class A common stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 |
Common shares, shares issued | 28,750,000 | 0 |
Common shares, shares outstanding | 28,750,000 | 0 |
Class A Common Stock Subject to Redemption | ||
Temporary equity, shares outstanding | 28,750,000 | 0 |
Class B common stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 7,187,500 | 7,187,500 |
Common shares, shares outstanding | 7,187,500 | 7,187,500 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Operating and formation costs | $ 1,104 | $ 1,247,217 |
Loss from operations | (1,104) | (1,247,217) |
Other income (expense): | ||
Interest earned on marketable securities held in Trust Account | 15,823 | |
Transaction costs incurred in connection with warrant | (241,311) | |
Change in fair value of warrants | (1,865,833) | |
Total other expense, net | (2,091,321) | |
Net loss | $ (1,104) | $ (3,338,538) |
Class A common stock | ||
Other income (expense): | ||
Weighted average shares outstanding, basic | 25,678,082 | |
Weighted average shares outstanding, diluted | 25,678,082 | |
Basic net income (loss) per share | $ (0.10) | |
Diluted net income (loss) per share | $ (0.10) | |
Class B common stock | ||
Other income (expense): | ||
Weighted average shares outstanding, basic | 6,250,000 | 7,087,329 |
Weighted average shares outstanding, diluted | 6,250,000 | 7,087,329 |
Basic net income (loss) per share | $ (0.10) | |
Diluted net income (loss) per share | $ (0.10) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) | Class A common stockCommon Stock | Class B common stockCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Sep. 28, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Sep. 28, 2020 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B Common Stock to Sponsor | $ 719 | 24,281 | 25,000 | ||
Issuance of Class B Common Stock to Sponsor (in shares) | 7,187,500 | ||||
Net loss | (1,104) | (1,104) | |||
Balance at the end at Dec. 31, 2020 | $ 719 | 24,281 | (1,104) | 23,896 | |
Balance at the end (in shares) at Dec. 31, 2020 | 7,187,500 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Remeasurement adjustment on redeemable common stock | (1,935,948) | (14,780,788) | (16,716,736) | ||
Cash paid in excess of private warrants | $ 1,911,667 | 1,911,667 | |||
Net loss | (3,338,538) | (3,338,538) | |||
Balance at the end at Dec. 31, 2021 | $ 719 | $ (18,120,430) | $ (18,119,711) | ||
Balance at the end (in shares) at Dec. 31, 2021 | 7,187,500 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,104) | $ (3,338,538) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | 1,865,833 | |
Interest earned on marketable securities held in Trust Account | (15,823) | |
Transaction costs incurred in connection with warrant | 241,311 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (114,583) | |
Accrued expenses | 1,000 | 207,913 |
Net cash used in operating activities | (104) | (1,153,887) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | (287,500,000) | |
Net cash used in investing activities | (287,500,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 281,750,000 | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from promissory note - related party | 160,000 | |
Proceeds from sale of Private Placement Warrants | 7,750,000 | |
Repayment of promissory note - related party | (160,000) | |
Payment of offering costs | (12,042) | (462,672) |
Net cash provided by financing activities | 172,958 | 288,877,328 |
Net Change in Cash | 172,854 | 223,441 |
Cash - Beginning | 172,854 | |
Cash - Ending | 172,854 | 396,295 |
Non-cash investing and financing activities: | ||
Remeasurement adjustment on redeemable common stock | 16,716,736 | |
Payment of deferred offering costs by the Sponsor in exchange for the issuance of Class B common stock | $ 35,000 | |
Deferred offering costs included in accrued offering costs | $ 25,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Novus Capital Corporation II (the “Company”) is a blank check company incorporated in Delaware on September 29, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company has one wholly owned subsidiary which was formed on September 2, 2021, NCCII Merger Corp. (the “Merger Sub”), a Delaware corporation. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination although it intends to focus on target businesses that are at the forefront of high technology and are enabling the future evolution of smart technologies, 5G communication, virtual reality, artificial intelligence, spatial computing, cloud analytics, machine learning, hardware and software distribution, value added customized logistics services, sustainable smart city systems and sustainable agricultural technology, or AgTech. As of December 31, 2021, the Company had not commenced any operations. All activity from inception through December 31, 2021 related to the Company’s formation and the initial public offering (the “Initial Public Offering”) and its search for a target business for a Business Combination, which is described below. 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 on cash and cash equivalents in the form of interest income from the proceeds derived from the Initial Public Offering. On September 8, 2021, the Company, Merger Sub and Energy Vault, Inc (“Energy Vault”) entered into a business combination agreement relating to a proposed business combination with (see Note 6). The registration statement for the Company’s Initial Public Offering was declared effective on February 3, 2021. On February 8, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,166,666 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Company’s initial stockholders, including Cowen Investments (an affiliate of one of the underwriters), generating gross proceeds of $7,750,000, which is described in Note 4. Transaction costs amounted to $6,224,714, consisting of $5,750,000 of underwriting fees, and $474,714 of other offering costs. Following the closing of the Initial Public Offering on February 8, 2021, $287,500,000 ($10.00 per Public Unit) from the net proceeds of the sale of the Public 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 certain 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 and (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations (“permitted withdrawals”). White the Company’s management has broad discretion with respect to the specific application of cash held outside of the Trust Account, substantially all of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, which are placed in the Trust Account, are intended to be applied generally toward completing a Business Combination. The Company’s 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 (as defined below) (excluding taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination 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 stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of 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 in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or 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 and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “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 other 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 initial stockholders and Cowen Investments have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination. The initial stockholders and Cowen Investments have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within by February 8, 2023 and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the initial stockholders and Cowen Investments acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The Company has until February 8, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten In order to protect the amounts held in the Trust Account, V Donargo LLC, an entity controlled by Vincent Donargo, the Company’s Chief Financial Officer, has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as 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, V Donargo LLC will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that V Donargo LLC will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), 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. On September 8, 2021, the Company, Merger Sub and Energy Vault entered into the Business Combination Agreement, pursuant to which Novus and Energy Vault will consummate the Business Combination. The Business Combination Agreement contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the Merger and the other transactions contemplated thereby (Note 6). 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 company, the specific impact is not readily determinable as of the date of the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern As of December 31, 2021, the Company had $396,295 in its operating bank accounts and working capital of $317,788. As of December 31, 2021, $15,823 of the amount on deposit in the Trust Account represented interest income, which is available to be withdrawn to pay taxes. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional funds through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date that the consolidated financial statements are issued. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statement is 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. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of 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 consolidated 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 consolidated 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, 2021 and 2020. Marketable Securities Held in Trust Account At December 31, 2021 and 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity. Offering costs amounted to $6,224,714, of which $5,983,403 were charged against temporary equity and $241,311 were expensed on the consolidated statement of operations. 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, 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, at December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheet. 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. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2021, the Class A common stock reflected in the consolidated balance sheet are reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants $ (10,733,333) Issuance costs allocated to Class A common stock (5,983,403) Plus: Remeasurement adjustment on redeemable common stock $ 16,716,736 Class A common stock subject to possible redemption $ 287,500,000 Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each consolidated balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40. The Warrants are not considered indexed to the Company’s own common stock, and as such, the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available were valued using the Modified Monte Carlo Simulation and Modified Black Scholes option pricing models (see Note 9). Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the consolidated financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to non-deductible transaction costs and changes in fair value of warrants, the recording of full valuation allowances on deferred tax assets and permanent differences. Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period.. Remeasurement adjustment associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement. The warrants are exercisable to purchase 14,749,999 Class A common stock in the aggregate. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net loss per share (in dollars, except per share amounts): For the Period from September 29, 2020 (Inception) Through Year Ended December 31 December 31, 2021 2020 Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (2,616,395) $ (722,143) $ — $ (1,104) Denominator: Basic and diluted weighted average shares outstanding 25,678,082 7,087,329 — 6,250,000 Basic and diluted net loss per common stock $ (0.10) $ (0.10) $ — $ — 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 Coverage of$250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such 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 consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9). Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2021 | |
INITIAL PUBLIC OFFERING. | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On February 8, 2021, the Company sold 28,750,000 Units which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock and one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2021 | |
PRIVATE PLACEMENT. | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,166,666 Private Placement Warrants at a price of $1.50 per Private Placement Warrant ($7,750,000 in the aggregate), each exercisable to purchase one share of Class A common stock at a price of $11.50 per share, in a private placement. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On October 12, 2020, the Initial Stockholders purchased 7,187,500 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares include an aggregate of up to 937,500 shares subject to forfeiture by the initial stockholders to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after 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 subject to forfeiture. The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction 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. Promissory Note — Related Party On October 1, 2020, certain of the Company’s directors agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to promissory notes (the “Promissory Notes”). The Promissory Notes are non-interest bearing and are payable on the earlier of (i) December 31, 2021 and (ii) the consummation of the Initial Public Offering. As of December 31, 2020, the Company had $160,000 outstanding under the Notes. The outstanding balance under the Promissory Note of $80,000 was subsequently repaid on February 8, 2021, while the remaining $80,000 was repaid on February 10, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“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. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. 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 $2,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on February 3, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were granted registration rights to require the Company to register a sale of any of the securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders 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. Notwithstanding the foregoing, Cowen Investments may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the Initial Public Offering. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement The Company engaged the underwriters as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, provide financial advisory services to assist the Company in the Company’s efforts to obtain any stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay the underwriters a cash fee for such services upon the consummation of a Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of Initial Public Offering. Business Combination Agreement On September 8, 2021, the Company, Merger Sub and Energy Vault entered into the Business Combination Agreement, pursuant to which Novus and Energy Vault will consummate the Business Combination. The Business Combination Agreement contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the Merger and the other transactions contemplated thereby. The Merger is to become effective by the filing of a certificate of merger with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the Delaware General Corporation Law and mutually agreed by the parties and will be effective immediately upon such filing or upon such later time as may be agreed by the parties and specified in such certificate of merger (such time, “Effective Time”). The parties will hold the Closing immediately prior to such filing of a certificate of merger, on the Closing Date. The Effective Time shall occur as promptly as practicable but in no event later than three business day after the satisfaction or, if permissible, waiver of the conditions to the completion of the Business Combination set forth in the Business Combination Agreement (other than those conditions that by their nature are to be satisfied at Closing, provided that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver at the Closing). Immediately prior to the Effective Time, Energy Vault shall cause each share of Energy Vault Preferred Stock that is issued and outstanding immediately prior to the Effective Time to be automatically converted into a number of shares of Energy Vault Common Stock at the then effective conversion rate as calculated pursuant to Energy Vault’s amended and restated certificate of incorporation. All of the shares of Energy Vault Preferred Stock converted into shares of Energy Vault Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Energy Vault Preferred Stock shall thereafter cease to have any rights with respect to such securities. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub, Energy Vault or the holders of any of Energy Vault’s securities: a) Each share of Energy Vault Common Stock issued and outstanding immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive the number of shares of Combined Company Common Stock equal to the Exchange Ratio and all shares of Energy Vault Common Stock subject to forfeiture to or repurchase by Energy Vault shall retain such restrictions following conversion into Combined Company Common Stock; b) All shares of Energy Vault Common Stock and Energy Vault Preferred Stock held in the treasury of Energy Vault shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; c) Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the surviving corporation; d) Each Energy Vault Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall be assumed, converted and/or substituted by Novus into an option to purchase a number of shares of Combined Company Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Energy Vault Common Stock subject to such Energy Vault Option immediately prior to the Effective Time and (y) the Exchange Ratio, and at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Energy Vault Option immediately prior to the Effective Time divided by (B) the Exchange Ratio, subject to adjustments related to Section 409A and Section 422 of the Code; e) Each award of outstanding restricted stock units to acquire shares of Energy Vault Common Stock issued pursuant to an award granted under the 2017 Plan or otherwise (each an “Energy Vault RSU”), whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be assumed, converted and/or substitutes by Novus into an award of restricted stock units to acquire shares of Combined Company Common Stock (each, a Converted RSU Award). Each Converted RSU Award will represent the right to acquire that number of shares of Combined Company Common Stock equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Energy Vault Common Stock subject to the Energy Vault RSU award immediately before the Effective Time and (2) the Exchange Ratio; provided, that, except as specifically described above, following the Effective Time, each Converted RSU Award shall continue to be governed by the same terms and conditions (including vesting terms) as were applicable to the corresponding former Energy Vault RSU award immediately prior to the Effective Time. f) Each award of outstanding restricted shares of Energy Vault Common Stock issued pursuant to a grant agreement under the 2017 Plan or otherwise (each an “Energy Vault Restricted Share Award”), whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be assumed, converted and/or substituted by Novus into a restricted stock award with respect to a number of shares of Combined Company Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Energy Vault Common Stock subject to such Energy Vault Restricted Share Award immediately prior to the Effective Time and (y) the Exchange Ratio, with the same terms and conditions as were applicable under such Company Restricted Share Award immediately prior to the Effective Time. Earn Out Subject to certain exceptions, during the period between the date that is 90 days following the Closing and the third anniversary of the Closing, the Company will issue to eligible Energy Vault equity holders up to 9,000,000 additional shares of the Company’s Common Stock in the aggregate (the “Earn Out Shares”) in three equal tranches of 3,000,000 Earn Out Shares, respectively, upon the Company’s achieving price targets of $15.00, $20.00 or $30.00, respectively, which price targets will be based upon the closing sale price of one share of the Company’s Common Stock quoted on the New York Stock Exchange or the exchange on which the shares of the Company’s Common Stock are then traded, for any 20 trading days within a 30 consecutive trading day period (as adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or the like). Subscription Agreements In connection with the execution of the Business Combination Agreement, on September 8, 2021, the Company entered into separate subscription agreements (collectively, the “Subscription Agreements”) with a number of investors (each, a “Subscriber” and collectively, the “Subscribers”), pursuant to which the Subscribers agreed to purchase, and the Company agreed to sell to the Subscribers, an aggregate of 10,000,005 shares of the Company’s Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $100,000,050 in a private placement (the “PIPE”). The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements is contingent upon, among other customary closing conditions, the concurrent consummation of the Proposed Transactions. The purpose of the PIPE is to raise additional capital for use by the combined company following the Closing. Pursuant to the Subscription Agreements, the Company agreed that, by the later of 30 calendar days and 20 business days after the consummation of the Proposed Transactions, the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”), and the Company shall use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 120th calendar day if the SEC notifies the Company that it will “review” the PIPE Resale Registration Statement) following the Closing and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the PIPE Resale Registration Statement will not be “reviewed” or will not be subject to further review. On December 29, 2021, the Company entered into a Subscription Agreement with the Subscriber, pursuant to which the Subscriber agreed to purchase, and the Company agreed to sell the Subscriber, 5,000,000 shares of Class A common stock, par value of $0.0001 per share (the “Additional PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $50,000,000 in a private placement. Pursuant to the Subscription Agreement, the Additional PIPE Shares will be sold upon the same terms and conditions as those set forth in those certain Subscription Agreements entered into between the Company and certain other investors on September 8, 2021 in connection with the execution of the Business Combination Agreement among the Company, the Merger Sub and Energy Vault. The closing of the sale of the Additional PIPE Shares pursuant to the Subscription Agreement is contingent upon, among other customary closing conditions, the concurrent consummation of the Proposed Transactions. The purpose of the sale of the Additional PIPE Shares is to raise additional capital for use by the combined company following the closing of the Proposed Transactions. Vendor Agreements On April 30, 2021, the Company entered into an agreement with a vendor for investment banking services related to the pending Business Combination. Specifically, the agreement relates to assisting in raising the funds as part of the PIPE financing. The agreement calls for the vendor to receive a contingent fee equal to 70% of the total placement fee paid as part of the PIPE financing which is expected to equal 5% of the gross proceeds of securities sold in the PIPE placement. On May 21, 2021, the Company entered into an agreement with a vendor for financial advisement services related to the Business Combination. The agreement calls for the vendor to receive a contingent fee in the amount of $7,500,000 plus expenses. In addition, the agreement contains an additional contingent fee provision of 1% of the gross proceeds of any equity or equity-linked securities sold in connection with the Business Combination. On September 13, 2021, the Company entered into an agreement with a vendor for capital market advisement services related to the Business Combination. The agreement calls for the vendor to receive a contingent fee in the amount of $500,000 upon the consummation of the Business Combination. On September 29, 2021, the Company entered into an agreement with a vendor for tax advisory services related to the Business Combination agreement. The agreement calls for the vendor to receive a fee of $20,000 a month through December 31, 2021. As of December 31, 2021, the Company incurred legal fees of approximately $2,750,000. These fees will only become due and payable upon the consummation of an initial Business Combination. As of December 31, 2021, the Company incurred printer fees of approximately $336,000. These fees will only become due and payable upon the consummation of an initial Business Combination. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDER'S EQUITY | |
STOCKHOLDER'S EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock outstanding outstanding Class B Common Stock 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 shareholders, 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 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 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 (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAX | |
INCOME TAX | NOTE 8 — INCOME TAX The Company’s net deferred tax assets (liability) at December 31, 2021 and 2020 are as follows: December 31, December 31, 2021 2020 Deferred tax assets Net operating loss carryforward $ 34,842 $ 232 Startup/Organization Expenses 223,983 — Total deferred tax assets 258,825 232 Valuation Allowance (258,825) (232) Deferred tax assets (liability) $ — $ — The income tax provision for the year ended December 31, 2021 and for the period from September 29, 2020 (inception) through December 31, 2020 consists of the following: December 31, December 31, 2021 2020 Federal Current $ — $ — Deferred (258,593) (232) State and Local Current — — Deferred — — Change in valuation allowance 258,593 232 Income tax provision $ — $ — As of December 31, 2021 and 2020, the Company has a total of $165,916 and $0, respectively, of U.S. federal net operating loss carryovers available to offset future taxable income. The federal net operating loss can be carried forward indefinitely. As of December 31, 2021 and 2020, the Company did not have any state 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 assets (liabilities), projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021, the change in the valuation allowance was $258,593. For the period from September 29, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $232. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 is as follows: December 31, December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Deferred tax liability change in rate 0.0 % 0.0 % Change in fair value of Warrant Liability (11.7) % — % Compensation Expense 0.0 % — % Transaction costs - warrants (1.5) % — % Meals and entertainment 0.0 % 0.0 % Valuation allowance (7.8) % (21.0) % Income tax provision 0.0 % 0.0 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants, transaction costs associated with warrants and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the year ended December 31, 2021 and 2020 remain open and subject to examination. The Company considers Indianapolis to be a significant state tax jurisdiction. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. 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: Level 2: Level 3: The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. At December 31, 2020 there were no assets or liabilities that were measured at fair value. Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs Description December 31, 2021 (Level 1) (Level 2) (Level 3) Assets: Marketable securities held in Trust Account $ 287,515,823 $ 287,515,823 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 11,979,166 $ 11,979,166 $ — $ — Warrant Liability – Private Placement Warrants $ 6,458,333 $ — $ — $ 6,458,333 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 Public Warrants transferred from a Level 3 measurement to a Level 1 measurement during the year ended December 31, 2021. The Warrants are measured at fair value on a recurring basis. The Public Warrants were initially valued using a Modified Monte Carlo Simulation. As of December 31, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price as of the consolidated balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The Private Placement Warrants were valued using a Modified Black-Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of our common stock. The expected volatility of the Company’s common stock was determined based on the implied volatility of the Public Warrants. The key inputs into the Modified Montel Carlo Simulation and the Modified Black-Scholes Option Pricing model for Warrants were as follows: February 8, 2021 December 31, Initial Measurement 2021 Public Private Private Input Warrants Warrants Warrants Risk-free interest rate 0.48 % 0.48 % 1.26 % Expected term (years) 5.00 5.00 5.00 Expected volatility 21.0 % 21.0 % 18.12 % Exercise price $ 11.50 $ 11.50 $ 11.50 Stock Price $ 10.00 $ 10.00 $ 9.90 The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Warrant Placement Public Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 8, 2021 5,838,333 10,733,333 16,571,666 Change in fair value 620,000 1,245,833 1,865,833 Transfer to Level 1 — (11,979,166) (11,979,166) Fair value as of December 31, 2021 $ 6,458,333 $ — $ 6,458,333 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 Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was $11,979,166. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS. | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than noted below, that would have required adjustment or disclosure in the consolidated financial statements. On January 29, 2022, the Company entered into a Subscription Agreement with the Subscriber, pursuant to which the Subscriber agreed to purchase, and the Company agreed to sell the Subscriber, 5,000,000 shares of Class A common stock, par value of $0.0001 per share (the “Additional Pipe Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $50,000,000 in a private placement. Pursuant to the Subscription Agreement, the Additional PIPE Shares will be sold upon the same terms and conditions as those set forth in those certain Subscription Agreements entered into between the Company and certain other investors on September 8, 2021 in connection with the execution of the Business Combination Agreement among the Company, the Merger Sub and Energy Vault. The closing of the sale of the Additional PIPE Shares pursuant to the Subscription Agreement is contingent upon, among other customary closing conditions, the concurrent consummation of the Proposed Transactions. The purpose of the sale of the Additional PIPE Shares is to raise additional capital for use by the combined company following the closing of the Proposed Transactions. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statement is 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. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of 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 consolidated 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 consolidated 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, 2021 and 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2021 and 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity. Offering costs amounted to $6,224,714, of which $5,983,403 were charged against temporary equity and $241,311 were expensed on the consolidated statement of operations. |
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, 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, at December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheet. 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. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2021, the Class A common stock reflected in the consolidated balance sheet are reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants $ (10,733,333) Issuance costs allocated to Class A common stock (5,983,403) Plus: Remeasurement adjustment on redeemable common stock $ 16,716,736 Class A common stock subject to possible redemption $ 287,500,000 |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each consolidated balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40. The Warrants are not considered indexed to the Company’s own common stock, and as such, the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available were valued using the Modified Monte Carlo Simulation and Modified Black Scholes option pricing models (see Note 9). |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the consolidated financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to non-deductible transaction costs and changes in fair value of warrants, the recording of full valuation allowances on deferred tax assets and permanent differences. |
Net Loss Per Common Share | Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period.. Remeasurement adjustment associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement. The warrants are exercisable to purchase 14,749,999 Class A common stock in the aggregate. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net loss per share (in dollars, except per share amounts): For the Period from September 29, 2020 (Inception) Through Year Ended December 31 December 31, 2021 2020 Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (2,616,395) $ (722,143) $ — $ (1,104) Denominator: Basic and diluted weighted average shares outstanding 25,678,082 7,087,329 — 6,250,000 Basic and diluted net loss per common stock $ (0.10) $ (0.10) $ — $ — |
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 Coverage of$250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such 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 consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9). |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of reconciliation of class A common stock reflected in the condensed consolidated balance sheet | Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants $ (10,733,333) Issuance costs allocated to Class A common stock (5,983,403) Plus: Remeasurement adjustment on redeemable common stock $ 16,716,736 Class A common stock subject to possible redemption $ 287,500,000 |
Schedule of calculation of basic and diluted net income (loss) per share | The following table reflects the calculation of basic and diluted net loss per share (in dollars, except per share amounts): For the Period from September 29, 2020 (Inception) Through Year Ended December 31 December 31, 2021 2020 Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (2,616,395) $ (722,143) $ — $ (1,104) Denominator: Basic and diluted weighted average shares outstanding 25,678,082 7,087,329 — 6,250,000 Basic and diluted net loss per common stock $ (0.10) $ (0.10) $ — $ — |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAX | |
Summary of significant components of the Company's deferred tax assets | December 31, December 31, 2021 2020 Deferred tax assets Net operating loss carryforward $ 34,842 $ 232 Startup/Organization Expenses 223,983 — Total deferred tax assets 258,825 232 Valuation Allowance (258,825) (232) Deferred tax assets (liability) $ — $ — |
Income tax provision | December 31, December 31, 2021 2020 Federal Current $ — $ — Deferred (258,593) (232) State and Local Current — — Deferred — — Change in valuation allowance 258,593 232 Income tax provision $ — $ — |
Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate | December 31, December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Deferred tax liability change in rate 0.0 % 0.0 % Change in fair value of Warrant Liability (11.7) % — % Compensation Expense 0.0 % — % Transaction costs - warrants (1.5) % — % Meals and entertainment 0.0 % 0.0 % Valuation allowance (7.8) % (21.0) % Income tax provision 0.0 % 0.0 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of key inputs into the Modified Montel Carlo Simulation and the Modified Black-Scholes Option Pricing model for Warrants | February 8, 2021 December 31, Initial Measurement 2021 Public Private Private Input Warrants Warrants Warrants Risk-free interest rate 0.48 % 0.48 % 1.26 % Expected term (years) 5.00 5.00 5.00 Expected volatility 21.0 % 21.0 % 18.12 % Exercise price $ 11.50 $ 11.50 $ 11.50 Stock Price $ 10.00 $ 10.00 $ 9.90 |
Schedule of gross holding losses and fair value of held-to-maturity securities | Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs Description December 31, 2021 (Level 1) (Level 2) (Level 3) Assets: Marketable securities held in Trust Account $ 287,515,823 $ 287,515,823 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 11,979,166 $ 11,979,166 $ — $ — Warrant Liability – Private Placement Warrants $ 6,458,333 $ — $ — $ 6,458,333 |
Level 3 | |
FAIR VALUE MEASUREMENTS | |
Schedule of change in the fair value of the warrant liabilities | Private Warrant Placement Public Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 8, 2021 5,838,333 10,733,333 16,571,666 Change in fair value 620,000 1,245,833 1,865,833 Transfer to Level 1 — (11,979,166) (11,979,166) Fair value as of December 31, 2021 $ 6,458,333 $ — $ 6,458,333 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Feb. 08, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)item$ / sharesshares | Dec. 31, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 14,749,999 | ||
Proceeds from sale of Private Placement Warrants | $ 7,750,000 | ||
Transaction Costs | $ 6,224,714 | ||
Underwriting fees | 5,750,000 | ||
Other offering costs | $ 474,714 | ||
Payments for investment of cash in Trust Account | $ 287,500,000 | ||
Condition for future business combination number of businesses minimum | item | 1 | ||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80 | ||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50 | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Redemption period upon closure | 10 days | ||
Maximum Allowed Dissolution Expenses | $ 100,000 | ||
Reduction in the amount of funds held in trust account (in dollars per share) | $ / shares | $ 10 | ||
Cash at operating bank account | $ 396,295 | $ 172,854 | |
Working capital | 317,788 | ||
Maturity term of U.S. government securities | 185 days | ||
Interest earned on marketable securities held in Trust Account | 15,823 | ||
Minimum Net Tangible Assets Upon Consummation Of The Company'S Initial Business Combination | $ 5,000,001 | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | shares | 28,750,000 | ||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | |
Proceeds from issuance initial public offering | $ 287,500,000 | ||
Payments for investment of cash in Trust Account | $ 287,500,000 | ||
Issuance of Class B Common Stock to Sponsor (in shares) | shares | 28,750,000 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 5,166,666 | ||
Price of warrant | $ / shares | $ 1.50 | ||
Proceeds from sale of Private Placement Warrants | $ 7,750,000 | ||
Over-Allotment Option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Issuance of Class B Common Stock to Sponsor (in shares) | shares | 3,750,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Offering costs charged to temporary equity | $ 5,983,403 | |
Offering costs | 6,224,714 | |
Offering costs expensed on the Statement of Operations | 241,311 | |
Unrecognized tax benefits | $ 0 | 0 |
Accrued for interest and penalties | $ 0 | $ 0 |
Effective tax rate (as a percent) | 0.00% | 0.00% |
Federal depository insurance coverage | $ 250,000 | |
Gross proceeds | 287,500,000 | |
Proceeds allocated to Public Warrants | (10,733,333) | |
Issuance costs allocated to Class A common stock | (5,983,403) | |
Remeasurement adjustment on redeemable common stock | 16,716,736 | |
Class A common stock subject to possible redemption | $ 287,500,000 | |
Number of shares for exercise of warrants | 14,749,999 | |
Class A Common Stock Subject to Redemption | ||
Class A common stock subject to possible redemption | $ 287,500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Class A common stock | ||
Numerator: | ||
Allocation of net loss, as adjusted | $ (2,616,395) | |
Denominator: | ||
Weighted average shares outstanding, basic | 25,678,082 | |
Weighted average shares outstanding, diluted | 25,678,082 | |
Basic net income (loss) per share | $ (0.10) | |
Diluted net income (loss) per share | $ (0.10) | |
Class B common stock | ||
Numerator: | ||
Allocation of net loss, as adjusted | $ (1,104) | $ (722,143) |
Denominator: | ||
Weighted average shares outstanding, basic | 6,250,000 | 7,087,329 |
Weighted average shares outstanding, diluted | 6,250,000 | 7,087,329 |
Basic net income (loss) per share | $ (0.10) | |
Diluted net income (loss) per share | $ (0.10) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) | Feb. 08, 2021$ / sharesshares |
Over-Allotment Option | |
Subsidiary, Sale of Stock [Line Items] | |
Issuance of Class B Common Stock to Sponsor | 3,750,000 |
Units issue price (in dollars per share) | $ / shares | $ 10 |
IPO | |
Subsidiary, Sale of Stock [Line Items] | |
Issuance of Class B Common Stock to Sponsor | 28,750,000 |
Units issue price (in dollars per share) | $ / shares | $ 10 |
IPO | Public Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Number of public warrants that each unit consists (in shares) | 0.33 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 |
Number of shares issuable per warrant | 1 |
Number of shares per warrant | 1 |
Exercise price of warrant | $ / shares | $ 11.50 |
IPO | Class A common stock | |
Subsidiary, Sale of Stock [Line Items] | |
Number of common stocks included in each unit | 1 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares for exercise of warrants | 14,749,999 |
Aggregate purchase price | $ | $ 7,750,000 |
Private Placement | Private Placement Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares for exercise of warrants | 5,166,666 |
Price of warrants | $ / shares | $ 1.50 |
Aggregate purchase price | $ | $ 7,750,000 |
Number of shares per warrant | 1 |
Exercise price of warrant | $ / shares | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($) | Oct. 12, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Aggregate purchase price | $ 25,000 | |
Founder Shares | Class B common stock | ||
Related Party Transaction [Line Items] | ||
Issuance of Class B Common Stock to Sponsor | 7,187,500 | |
Aggregate purchase price | $ 25,000 | |
Shares subject to forfeiture | 937,500 | |
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |
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) | $ 12 | |
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 | |
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 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 - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | Feb. 10, 2021 | Feb. 08, 2021 | Oct. 01, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||
Promissory note - related party | $ 160,000 | ||||
Repayment of promissory note - related party | $ 160,000 | ||||
Promissory Note with Related Party | |||||
Related Party Transaction [Line Items] | |||||
Aggregate principal amount | $ 300,000 | ||||
Repayment of promissory note - related party | $ 80,000 | $ 80,000 | |||
Related Party Loans | Working capital loans warrant | |||||
Related Party Transaction [Line Items] | |||||
Loan conversion agreement warrant | $ 2,000,000 | ||||
Price of warrant | $ 1.50 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 12 Months Ended | |||||
Dec. 31, 2021 | Sep. 29, 2021USD ($) | Sep. 13, 2021USD ($) | May 21, 2021USD ($) | Apr. 30, 2021 | Feb. 03, 2021item | |
COMMITMENTS AND CONTINGENCIES | ||||||
Maximum number of demands for registration of securities | item | 3 | |||||
Contingent fee received as percent on total placement fee | 70.00% | |||||
Contingent fee equal percentage in gross proceeds | 1.00% | 5.00% | ||||
Contingent fee receivable as part of agreeement | $ | $ 20,000 | $ 500,000 | $ 7,500,000 | |||
Percentage Of Cash Fee Upon Gross Proceeds | 3.5 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) | Dec. 29, 2021 | Sep. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||
Earn Out Period | 90 days | |||
Maximum Earn Out Shares | 9,000,000 | |||
Number of Earn Out Shares per Tranche | 3,000,000 | |||
Threshold trading period for closing sale price | 20 days | |||
Threshold consecutive trading period for closing sale price | 30 days | |||
Aggregate purchase price | $ 100,000,050 | $ 25,000 | ||
Threshold Number of Calendar Days After the Business Combination for Filing the Registration Statement of Resale | 30 days | |||
Threshold Number of Business Days After the Business Combination for Filing the Registration Statement of Resale | 20 days | |||
Incurred legal fees | $ 2,750,000 | |||
Incurred printer fees | $ 336,000 | |||
Subscription Agreements | Private Investment in Public Equity Investment [Member] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||
Number of shares issued | 5,000,000 | 10,000,005 | ||
Purchase price per share | $ 10 | $ 10 | ||
Aggregate purchase price | $ 50,000,000 | |||
Price Target of $15.00 [Member] | ||||
Common Stock, Par or Stated Value Per Share | $ 15 | |||
Price Target of $20.00 [Member] | ||||
Common Stock, Par or Stated Value Per Share | 20 | |||
Price Target of $30.00 [Member] | ||||
Common Stock, Par or Stated Value Per Share | $ 30 |
STOCKHOLDERS EQUITY - Preferred
STOCKHOLDERS EQUITY - Preferred Stock (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
STOCKHOLDER'S EQUITY | |||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 | 0 |
STOCKHOLDERS EQUITY - Common St
STOCKHOLDERS EQUITY - Common Stock (Details) | 12 Months Ended | ||
Dec. 31, 2021Vote$ / sharesshares | Dec. 31, 2020Vote$ / sharesshares | Sep. 30, 2020$ / sharesshares | |
Class of Stock [Line Items] | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | ||
Class A common stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | 1 | |
Common shares, shares issued (in shares) | 28,750,000 | 0 | |
Common shares, shares outstanding (in shares) | 28,750,000 | 0 | |
Class B common stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | 1 | |
Common shares, shares issued (in shares) | 7,187,500 | 7,187,500 | 7,187,500 |
Common shares, shares outstanding (in shares) | 7,187,500 | 7,187,500 | 7,187,500 |
Ratio to be applied to the stock in the conversion | 20 |
INCOME TAX - Deferred tax asset
INCOME TAX - Deferred tax assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Net operating loss carryforward | $ 34,842 | $ 232 |
Startup/Organization Expenses | 223,983 | |
Total deferred tax assets | 258,825 | 232 |
Valuation Allowance | $ (258,825) | $ (232) |
INCOME TAX - Income tax provisi
INCOME TAX - Income tax provision (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Federal | ||
Deferred | $ (232) | $ (258,593) |
Change in valuation allowance | 232 | 258,593 |
Operating Loss Carryforwards | $ 0 | $ 165,916 |
INCOME TAX - Federal income tax
INCOME TAX - Federal income tax rate (Details) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
INCOME TAX | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Deferred tax liability change in rate | 0 | 0 |
Change in fair value of Warrant Liability | (11.7) | |
Compensation Expense | 0 | |
Transaction costs - warrants | (1.5) | |
Meals and entertainment | 0 | 0 |
Valuation allowance | (21.00%) | (7.80%) |
Income tax provision | (0.00%) | (0.00%) |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | Dec. 31, 2021USD ($) |
Assets: | |
Marketable securities held in Trust Account | $ 287,515,823 |
Liabilities: | |
Warrant liability | 18,437,499 |
Recurring | |
Assets: | |
Marketable securities held in Trust Account | 287,515,823 |
Recurring | Public Warrants | |
Liabilities: | |
Warrant liability | 11,979,166 |
Recurring | Private Placement Warrants | |
Liabilities: | |
Warrant liability | 6,458,333 |
Level 1 | Recurring | |
Assets: | |
Marketable securities held in Trust Account | 287,515,823 |
Level 1 | Recurring | Public Warrants | |
Liabilities: | |
Warrant liability | 11,979,166 |
Level 3 | Recurring | Private Placement Warrants | |
Liabilities: | |
Warrant liability | $ 6,458,333 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Measurements Inputs (Details) | Dec. 31, 2021$ / sharesY | Feb. 08, 2021$ / sharesY |
Risk-free interest rate | Public Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Input | 0.48 | |
Risk-free interest rate | Private Placement Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Input | 1.26 | 0.48 |
Expected term (years) | Public Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Input | Y | 5 | |
Expected term (years) | Private Placement Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Input | Y | 5 | 5 |
Expected volatility | Public Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Input | 21 | |
Expected volatility | Private Placement Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Input | 18.12 | 21 |
Exercise price | Public Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Input | 11.50 | |
Exercise price | Private Placement Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Input | 11.50 | 11.50 |
Stock Price | Public Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Input | 10 | |
Stock Price | Private Placement Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Input | 9.90 | 10 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of Level 3 Warrant Liabilities (Details) - Level 3 - USD ($) | Feb. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2021 |
Warrant Liabilities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Initial measurement on February 8, 2021 | $ 16,571,666 | ||
Change in fair value | $ 1,865,833 | ||
Transfer to Level 1 | (11,979,166) | ||
Fair value as of December 31, 2021 | 6,458,333 | $ 6,458,333 | |
Public Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Initial measurement on February 8, 2021 | 10,733,333 | ||
Change in fair value | 1,245,833 | ||
Transfer to Level 1 | (11,979,166) | (11,979,166) | |
Private Placement Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Initial measurement on February 8, 2021 | $ 5,838,333 | ||
Change in fair value | 620,000 | ||
Fair value as of December 31, 2021 | $ 6,458,333 | $ 6,458,333 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Jan. 29, 2022 | Dec. 29, 2021 | Sep. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||
Aggregate purchase price | $ 100,000,050 | $ 25,000 | |||
Subscription Agreements | Private Investment in Public Equity Investment [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | 5,000,000 | 10,000,005 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Purchase price per share | $ 10 | $ 10 | |||
Aggregate purchase price | $ 50,000,000 | ||||
Subsequent Events | Subscription Agreements | Private Investment in Public Equity Investment [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | 5,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Purchase price per share | $ 10 | ||||
Aggregate purchase price | $ 50,000,000 |