Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 18, 2022 | Jun. 30, 2021 | |
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 | 001-38960 | ||
Entity Registrant Name | Churchill Capital Corp V | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-1023777 | ||
Entity Address, Address Line One | 640 Fifth Avenue, 12th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10019 | ||
City Area Code | 212 | ||
Local Phone Number | 380-7500 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Central Index Key | 0001812234 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 503,500,000 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | Melville, NY | ||
Units, each consisting of one share of Class A Common Stock and one-fourth of one Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one warrant | ||
Trading Symbol | CCV.U | ||
Security Exchange Name | NYSE | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Shares of Class A common stock | ||
Trading Symbol | CCV | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 50,000,000 | ||
Warrants included as part of the units | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants | ||
Trading Symbol | CCV WS | ||
Security Exchange Name | NYSE | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 12,500,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 206,841 | $ 1,505,116 |
Prepaid expenses | 357,311 | 22,000 |
Total current assets | 564,152 | 1,527,116 |
Cash and marketable securities held in Trust Account | 500,030,740 | 499,983,052 |
TOTAL ASSETS | 500,594,892 | 501,510,168 |
Liabilities, Current [Abstract] | ||
Current liabilities - Accrued expenses | 334,508 | 52,691 |
Convertible promissory note - related party, net of discount | 861,464 | |
Conversion option liability | 145,441 | |
Warrant liabilities | 23,140,000 | 27,480,000 |
Deferred underwriting fee payable | 17,500,000 | 17,500,000 |
Total liabilities | 41,981,413 | 45,032,691 |
COMMITMENTS AND CONTINGENCIES (Note 6) | ||
Class A common stock subject to possible redemption, 50,000,000 shares at redemption value as of December 31, 2021 and 2020 | 500,000,000 | 499,983,052 |
Stockholders' deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, no shares issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (41,387,771) | (43,506,825) |
Total stockholders' deficit | (41,386,521) | (43,505,575) |
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT | 500,594,892 | 501,510,168 |
Class A Common Stock | ||
Stockholders' deficit | ||
Common stock | ||
Class B Common Stock | ||
Stockholders' deficit | ||
Common stock | $ 1,250 | $ 1,250 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Temporary Equity, Other Disclosures [Abstract] | ||
Temporary equity, shares outstanding (in shares) | 50,000,000 | 50,000,000 |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Temporary Equity, Other Disclosures [Abstract] | ||
Temporary equity, shares outstanding (in shares) | 50,000,000 | 50,000,000 |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Class B Common Stock | ||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 12,500,000 | 12,500,000 |
Common stock, shares outstanding (in shares) | 12,500,000 | 12,500,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Operating and formation costs | $ 67,626 | $ 2,394,781 |
Loss from operations | (67,626) | (2,394,781) |
Other income (expense): | ||
Change in fair value of warrant liabilities | (4,105,000) | 4,340,000 |
Interest earned on marketable securities held in Trust Account | 8,159 | 189,309 |
Unrealized gain (loss) on marketable securities held in Trust Account | (25,107) | 8,379 |
Transaction costs attributable to warrant liabilities | (679,016) | |
Change in fair value of conversion option liability | 46,293 | |
Interest expense - debt discount | (53,198) | |
Other income (expense), net | (4,800,964) | 4,530,783 |
Net income (loss) | (4,868,590) | 2,136,002 |
Class A Common Stock | ||
Other income (expense): | ||
Net income (loss) | $ (965,916) | $ 1,708,802 |
Basic weighted average shares outstanding (in shares) | 2,801,724 | 50,000,000 |
Diluted weighted average shares outstanding (in shares) | 2,801,724 | 50,000,000 |
Basic net loss per share (in dollars per share) | $ (0.34) | $ 0.03 |
Diluted net loss per share (in dollars per share) | $ (0.34) | $ 0.03 |
Class B Common Stock | ||
Other income (expense): | ||
Net income (loss) | $ (3,902,674) | $ 427,200 |
Basic weighted average shares outstanding (in shares) | 11,320,043 | 12,500,000 |
Diluted weighted average shares outstanding (in shares) | 11,320,043 | 12,500,000 |
Basic net loss per share (in dollars per share) | $ (0.34) | $ 0.03 |
Diluted net loss per share (in dollars per share) | $ (0.34) | $ 0.03 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Class A Common Stock | Class A Common StockCommon Stock | Class B Common Stock | Class B Common StockCommon Stock |
Balance at May. 11, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Balance (in shares) at May. 11, 2020 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Remeasurement adjustment on redeemable common stock | (38,661,985) | (23,750) | (38,638,235) | ||||
Forfeiture of Founder Shares | 44 | $ (44) | |||||
Forfeiture of Founder Shares (in shares) | (437,500) | ||||||
Issuance of Class B common stock to Sponsor | $ 23,706 | $ 25,000 | $ 1,294 | ||||
Issuance of Class B common stock to Sponsor (in shares) | 12,937,500 | ||||||
Net income (loss) | (4,868,590) | (4,868,590) | $ (965,916) | $ (3,902,674) | |||
Balance at Dec. 31, 2020 | (43,505,575) | (43,506,825) | $ 1,250 | ||||
Balance (in shares) at Dec. 31, 2020 | 0 | 12,500,000 | 12,500,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Remeasurement adjustment on redeemable common stock | (16,948) | (16,948) | |||||
Net income (loss) | 2,136,002 | 2,136,002 | $ 1,708,802 | $ 427,200 | |||
Balance at Dec. 31, 2021 | $ (41,386,521) | $ (41,387,771) | $ 1,250 | ||||
Balance (in shares) at Dec. 31, 2021 | 0 | 12,500,000 | 12,500,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (4,868,590) | $ 2,136,002 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | 4,105,000 | (4,340,000) |
Transaction costs attributable to warrant liabilities | 679,016 | |
Amortization of debt discount | 53,198 | |
Interest earned on marketable securities held in Trust Account | (8,159) | (189,309) |
Unrealized (gain) loss on marketable securities held in Trust Account | 25,107 | (8,379) |
Change in value of conversion option liability | (46,293) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (22,000) | (335,311) |
Accrued expenses | 52,691 | 281,817 |
Net cash used in operating activities | (36,935) | (2,448,275) |
Cash flows from investing activities: | ||
Investment of cash in Trust Account | (500,000,000) | |
Cash withdrawn from Trust Account for working capital purposes | 150,000 | |
Net cash used in investing activities | (500,000,000) | 150,000 |
Cash flows from financing activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 491,050,000 | |
Proceeds from sale of Private Placement Warrants | 11,000,000 | |
Proceeds from promissory note—related party | 200,000 | 1,000,000 |
Repayment of promissory note – related party | (200,000) | |
Payment of offering costs | (532,949) | |
Net cash provided by financing activities | 501,542,051 | 1,000,000 |
Net change in cash | 1,505,116 | (1,298,275) |
Cash – Beginning of period | 1,505,116 | |
Cash – End of period | 1,505,116 | 206,841 |
Non-cash investing and financing activities: | ||
Remeasurement for Class A common stock subject to possible redemption | 500,000,000 | |
Remeasurement adjustment on redeemable common stock | (16,948) | $ 16,948 |
Deferred underwriting fee payable | $ 17,500,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Churchill Capital Corp V (formerly known as One Judith Acquisition Corp) (the “Company”) was incorporated in Delaware on May 12, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from May 12, 2020 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The registration statements for the Company’s Initial Public Offering were declared effective on December 15, 2020. On December 18, 2020, the Company consummated the Initial Public Offering of 50,000,000 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 partial exercise by the underwriter of its over-allotment option in the amount of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $500,000,000, which is described in Note 3. The remaining 1,750,000 shares of the over-allotment option was forfeited on the day of the partial exercise of the underwriters’ over-allotment. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,000,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Churchill Sponsor V LLC (the “Sponsor”), an affiliate of M. Klein and Company, LLC, generating gross proceeds of $11,000,000, which is described in Note 4. Transaction costs amounted to $26,982,949, consisting of $8,950,000 of underwriting fees, net of $1,050,000 reimbursed from the underwriters (see Note 6), $17,500,000 of deferred underwriting fees and $532,949 of other offering costs. Following the closing of the Initial Public Offering on December 18, 2020, an amount of $500,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), invested only 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 selected by the Company meeting the conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares in connection with a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest, net of permitted withdrawals). The per-share The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the U.S. Securities and Exchange Commission’s (the SEC) “penny stock” rules). If the Company seeks stockholder approval of a Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by law or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and its permitted transferees have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares acquired during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, public stockholders may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and the Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if the Company fails to consummate a Business Combination within the Combination Window (as defined below) and (c) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem one-hundred If the Company is unable to complete a Business Combination by December 18, 2022 (or by March 18, 2023, if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination by December 18, 2022) (the “Combination Window”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the Public Shares, at a per-share The Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Window. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Window. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the funds on deposit in the Trust Account remaining available for distribution will be less than the Initial Public Offering price per Unit of $10.00 in the Initial Public Offering. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds on deposit in the Trust Account to below (i) $10.00 per Public Share or (ii) the amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case, net of permitted withdrawals. This liability will not apply with respect to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Company due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One 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 U.S. Treasury Bills. Through December 31, 2021, the Company has withdrawn $150,000 to pay income taxes or permitted withdrawals. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the 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 the Trust Account are included in interest earned on marketable securities held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40, re-measurement Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at redemption 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 contain certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ (deficit) equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital (to the extent available) and accumulated deficit. At December 31, 2021 and 2020, the Class A common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 500,000,000 Less: Proceeds allocated to Public Warrants $ (12,375,000 ) Class A common stock issuance costs $ (26,303,933 ) Plus: Remeasurement of carrying value to redemption value $ 38,661,985 Class A common stock subject to redemption, December 31, 2020 $ 499,983,052 Plus: Remeasurement of carrying value to redemption value $ 16,948 Class A common stock subject to possible redemption, December 31, 2021 $ 500,000,000 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 202 1 On March 27, 2020, the CARES Act was enacted in response to the COVID-19 rules including permitting federal net operating Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Remeasurement adjustment associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement to purchase an aggregate of 23,500,000 shares of common stock in the calculation of diluted income (loss) per common share, since the exercise of the warrants is contingent upon the occurrence of future events. 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 shares of common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): Year Ended December 31, 2021 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 1,708,802 $ 427,200 $ (965,916 ) $ (3,902,674 ) Denominator: Basic and diluted weighted average stock outstanding 50,000,000 12,500,000 2,801,724 11,320,043 Basic and diluted net income (loss) per common share $ 0.03 $ 0.03 $ (0.34 ) $ (0.34 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the Company’s marketable securities held in Trust Account, warrants liabilities and conversion option liability (see Note Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are 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 associated with derivative warrant liabilities are expensed as incurred and presented as non-operating expenses. Offering costs amounted to $26,982,949, of which $26,303,933 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $679,016 were charged to operations. Convertible Debt The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense. Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 2020-06 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 financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2021 | |
PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 50,000,000 Units, at a purchase price of $10.00 per Unit, which includes the partial one-fourth The remaining 1,750,000 shares of the over-allotment option was forfeited on the day of the partial exercise of the underwriters’ over-allotment. |
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 11,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $ 11,000,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Window, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants (see Note 8). |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On May 13, 2020, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock for an aggregate price of $25,000 (the “Founder Shares” or, individually, a “Founder Share”). On October 19, 2020, the Company effected a stock dividend of one-third per-share underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately twenty percent ( %) of the Company’s issued and outstanding common stock after the completion of the Initial Public Offering. In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, Founder Shares were forfeited and Founder Shares are no longer subject to forfeiture resulting in an aggregate of Founder Shares outstanding at December 31, 2021. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one (1) year after the completion of a Business Combination and (B) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or similar transaction after a Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least one-hundred-fifty lock-up. Administrative Services Agreement The Company has agreed, commencing on December 18, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $30,000 per month for office space, administrative and support services. For the year ended December 31, 2021 and December 31, 2020, the Company incurred and paid $360,000 and $12,580 in fees for these services, respectively. On November 16, 2021, the Company amended the terms of the administrative services agreement between the Company and an affiliate of the Sponsor (the “Amendment”) to reflect that, effective January 1, 2022, the $30,000 monthly payments from Company to an affiliate of the Sponsor will no longer be payable by Company but will accrue as a contingent liability, payable upon completion of an initial business combination. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor or the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021 , On August 30, 2021, the Company entered into a convertible promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $1,500,000 (the “Convertible Promissory Note”). The Convertible Promissory Note is non-interest bearing and payable on the earlier of the date on which the Company consummates a Business Combination or the date that the winding up August 30, 2021 and 2021, borrowed on each respective date The Company assessed the provisions of the Convertible Promissory Note under ASC 470-20. The derivative component of the obligation is initially valued and classified as a derivative liability. The conversion option was valued using an option pricing framework, which is considered to be a Level 3 fair value measurement and based on the following assumptions (see Note 10): December 31, October (Initial August 30, 2021 (Initial Measurement) Underlying warrant value $ 0.1454 $ 0.1607 $ 0.2228 Exercise price $ 1.00 $ 1.00 $ 1.00 Holding period 0.29 0.25 0.25 Risk-free rate % 1.34 % 1.33 % 0.91 % Volatility % 14.7 % 15.5 % 17.7 % Dividend yield % 0.0 % 0.0 % 0.0 % The following table presents the change in the fair value of conversion option liability for the borrowings on August 30, 2021 and October 22, 2021 for $500,000, respectively. Fair value as of January 1, 2021 $ — Initial measurement on August 30, 2021 111,384 Change in fair value 88,096 Fair value as of September 30, 2021 $ 199,480 Change in fair value (126,760 ) Fair value as of December 31, 2021 72,720 Fair value as of January 1, 2021 $ — Initial measurement on October 22, 2021 80,350 Change in fair value (7,629 ) Fair value as of December 31, 2021 $ 72,721 The debt discount is being amortized to interest expense as a non-cash On November 16, 2021, the Company entered into a promissory note (the “Promissory Note”), bearing interest of 1.0% per annum with the sponsor, pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $1,000,000. Any borrowed amounts against the Promissory Note are due upon a successful Business Combination or SPAC dissolution, if funds are available. As of this filing, there is $1,000,000 available for withdrawal under the Promissory Note. Advisory Fee The Company may engage M. Klein and Company, LLC, an affiliate of the Sponsor, or another affiliate of the Sponsor, as its lead financial advisor in connection with a Business Combination and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on December 18, 2020 (the “Registration Rights Agreement”), the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders of these securities have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There are no penalty provisions for the registration rights and therefore there is no liability to be accounted for. Underwriting Agreement The Company granted the underwriters a forty-five (45)-day The underwriters partially exercised . The remaining Shares from the over-allotment option was forfeited at the time of the partial exercise. The remaining 1,750,000 shares of the over-allotment option was forfeited on the day of the partial exercise of the underwriters’ over-allotment. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $17,500,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement. Legal Fees As of December 31, 2021, the Company incurred legal fees of $45,000. These fees will only become due and payable upon the consummation of an initial Business Combination. Due Diligence As of December 31, 2021, the Company incurred due diligence fees of $4,525,000. 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 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7 — STOCKHOLDERS’ EQUITY Preferred Stock from time to time by the Company’s board of directors. At December 31, 2021 and 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock Class B Common Stock 12,500,000 Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of the Class B common stock will automatically convert into the shares of Class A common stock at the time of the completion of a Business Combination on a one-for-one as-converted |
WARRANT
WARRANT | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANT | NOTE 8 — WARRANTS The Company follows the guidance in ASC 820 and accounts the Public Warrants and Private Placement Warrants as liabilities that are re-measured and reported at fair value at each reporting period. As The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Warrant and will have no obligation to settle such exercise unless a registration statement under the Securities Act covering the issuance of the shares of the Class A common issuable upon exercise of the Warrants is then effective and a current prospectus relating to those shares of the Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of the Class A common stock issuable upon exercise of the Warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the Warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its reasonable best efforts to qualify the shares of the Class A common stock under applicable blue sky laws to the extent an exemption is not available. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than thirty (30) days’ prior written notice of redemption; • if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any twenty (20)-trading days within a thirty (30)-trading day period ending on the third • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the Public Warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. As of December 31, 2021 there were 11,000,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until thirty (30) days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 9 — INCOME TAX The Company’s net deferred tax assets (liability) at December 31, 2021 and 2020 are as follows: December 31, December 31, Deferred tax assets Net operating loss carryforward $ 8,179 $ 2,410 Startup/Organization Expenses 473,056 11,792 Unrealized loss on marketable securities (2,085 ) 3,559 Total deferred tax assets 479,150 17,761 Valuation Allowance (479,150 ) (17,761 ) Deferred tax assets, net of allowance $ — $ — The income tax provision for the year ended December 31, 2021 and 2020 consists of the following: December 31, December 31, Federal Current $ — $ — Deferred (461,389 ) (17,761 ) State and Local Current — — Deferred — — Change in valuation allowance 461,389 17,761 Income tax provision $ — $ — As of December 31, 2021 and 2020, the Company had $38,949 a nd $11,474 of U.S. federal net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021, the change in the valuation allowance was $461,389. For the period from May 12, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $17,761. 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, Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of conversion option (0.5 )% — % Transaction costs incurred in connection with IPO — % (2.9 )% Interest expense- Debt Discount 0.5 % Change in fair value of warrants (42.7 )% (17.7 )% Valuation allowance 21.6 % (0.4 )% Income tax provision — % 0.0 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value of 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 since inception remain open to examination by the taxing authorities. The Company considers New York to be a significant state tax jurisdiction. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 500,030,740 $ 499,983,052 Liabilities: Warrant liability – Public Warrants 1 12,250,000 — Warrant liability – Public Warrants 3 — 14,500,000 Warrant liability – Private Placement Warrants 3 10,890,000 12,980,000 Convertible Option Liability 3 145,441 — The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Public and Private Warrants were valued as of December 18, 2020 using a Monte Carlo simulation model and a Modified Black Scholes model, respectively, which is considered to be a Level 3 fair value measurement. The Monte Carlo simulation and the Modified Black-Scholes models’ primary unobservable input utilized in determining the fair value of the Public and Private Warrants is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was 80% which was estimated based on the observed success rates of business combinations for special purpose acquisition companies. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker CCV WS. The Private Placement Warrants were valued using a modified Black-Scholes valuation, which is considered to be a Level 3 fair value measurement. As of December 31, 2021 and 2020, respectively, the estimated fair value of the Private Placement Warrants were determined based on the following significant inputs: Private Warrants Private Warrants Public Warrants Exercise price $ 11.50 $ 11.50 $ 11.50 Stock price $ 9.85 $ 10.21 $ 10.22 Volatility 14.7 % 19.7 % 19.7 % Probability of completing a Business Combination — 80.0 % 80.0 % Term 5.29 5.33 5.33 Risk-free rate 1.34 % 0.54 % 0.11 % Dividend yield 0.0 % 0.0 % 0.0 % For the valuation at year ended December 31, 2021, probability of completing a Business Combination was not a significant input. This assumption is embedded in the volatility percentage. For periods prior to the warrants detachment this was considered a significant input. The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant January 1, 2021 $ 12,980,000 $ 14,500,000 $ 27,480,000 Change in valuation inputs or other assumptions 3,850,000 1,625,000 5,475,000 Fair value as of March 31, 2021 16,830,000 16,125,000 32,955,000 Change in valuation inputs or other assumptions 7,700,000 9,625,000 17,325,000 Fair value as of June 30, 2021 24,530,000 $ 25,750,000 $ 50,280,000 Change in valuation inputs or other assumptions (9,680,000 ) (9,500,000 ) (19,180,000 ) Fair value as of September 30, 2021 $ 14,850,000 16,250,000 31,100,000 Change in valuation inputs or other assumptions (3,960,000 ) (4,000,000 ) (7,960,000 ) Fair value as of December 31, 2021 $ 10,890,000 12,250,000 23,140,000 The following table represents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public January 1, 2021 $ 12,980,000 $ 14,500,000 Change in valuation inputs or other assumptions (2,090,000 ) — Transfer out of level 3 — (14,500,000 ) Value of level 3 liabilities as of December 31, 2021 $ 10,890,000 $ — Transfers to and from Levels 1, 2 and 3 are recognized at the end of the reporting period. Following the detachment of the warrants from Units on February 5, 2021, the Public Warrants were transferred from Level 3 to Level 1. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One |
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 U.S. Treasury Bills. Through December 31, 2021, the Company has withdrawn $150,000 to pay income taxes or permitted withdrawals. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the 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 the Trust Account are included in interest earned on marketable securities held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40, re-measurement |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at redemption 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 contain certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ (deficit) equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital (to the extent available) and accumulated deficit. At December 31, 2021 and 2020, the Class A common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 500,000,000 Less: Proceeds allocated to Public Warrants $ (12,375,000 ) Class A common stock issuance costs $ (26,303,933 ) Plus: Remeasurement of carrying value to redemption value $ 38,661,985 Class A common stock subject to redemption, December 31, 2020 $ 499,983,052 Plus: Remeasurement of carrying value to redemption value $ 16,948 Class A common stock subject to possible redemption, December 31, 2021 $ 500,000,000 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 202 1 On March 27, 2020, the CARES Act was enacted in response to the COVID-19 rules including permitting federal net operating |
Net income (Loss) per Common Share | Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Remeasurement adjustment associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement to purchase an aggregate of 23,500,000 shares of common stock in the calculation of diluted income (loss) per common share, since the exercise of the warrants is contingent upon the occurrence of future events. 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 shares of common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): Year Ended December 31, 2021 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 1,708,802 $ 427,200 $ (965,916 ) $ (3,902,674 ) Denominator: Basic and diluted weighted average stock outstanding 50,000,000 12,500,000 2,801,724 11,320,043 Basic and diluted net income (loss) per common share $ 0.03 $ 0.03 $ (0.34 ) $ (0.34 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the Company’s marketable securities held in Trust Account, warrants liabilities and conversion option liability (see Note |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are 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 associated with derivative warrant liabilities are expensed as incurred and presented as non-operating expenses. Offering costs amounted to $26,982,949, of which $26,303,933 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $679,016 were charged to operations. |
Convertible Debt | Convertible Debt The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 2020-06 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 financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of reconciliation of Class A common stock subject to possible redemption | Gross proceeds $ 500,000,000 Less: Proceeds allocated to Public Warrants $ (12,375,000 ) Class A common stock issuance costs $ (26,303,933 ) Plus: Remeasurement of carrying value to redemption value $ 38,661,985 Class A common stock subject to redemption, December 31, 2020 $ 499,983,052 Plus: Remeasurement of carrying value to redemption value $ 16,948 Class A common stock subject to possible redemption, December 31, 2021 $ 500,000,000 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): Year Ended December 31, 2021 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 1,708,802 $ 427,200 $ (965,916 ) $ (3,902,674 ) Denominator: Basic and diluted weighted average stock outstanding 50,000,000 12,500,000 2,801,724 11,320,043 Basic and diluted net income (loss) per common share $ 0.03 $ 0.03 $ (0.34 ) $ (0.34 ) |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Level 3 Fair value Measurements | December 31, October (Initial August 30, 2021 (Initial Measurement) Underlying warrant value $ 0.1454 $ 0.1607 $ 0.2228 Exercise price $ 1.00 $ 1.00 $ 1.00 Holding period 0.29 0.25 0.25 Risk-free rate % 1.34 % 1.33 % 0.91 % Volatility % 14.7 % 15.5 % 17.7 % Dividend yield % 0.0 % 0.0 % 0.0 % |
Schedule of Fair Value of conversion Option Liability | Fair value as of January 1, 2021 $ — Initial measurement on August 30, 2021 111,384 Change in fair value 88,096 Fair value as of September 30, 2021 $ 199,480 Change in fair value (126,760 ) Fair value as of December 31, 2021 72,720 Fair value as of January 1, 2021 $ — Initial measurement on October 22, 2021 80,350 Change in fair value (7,629 ) Fair value as of December 31, 2021 $ 72,721 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | December 31, December 31, Deferred tax assets Net operating loss carryforward $ 8,179 $ 2,410 Startup/Organization Expenses 473,056 11,792 Unrealized loss on marketable securities (2,085 ) 3,559 Total deferred tax assets 479,150 17,761 Valuation Allowance (479,150 ) (17,761 ) Deferred tax assets, net of allowance $ — $ — |
Schedule of Components of Income Tax Expense (Benefit) | December 31, December 31, Federal Current $ — $ — Deferred (461,389 ) (17,761 ) State and Local Current — — Deferred — — Change in valuation allowance 461,389 17,761 Income tax provision $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of conversion option (0.5 )% — % Transaction costs incurred in connection with IPO — % (2.9 )% Interest expense- Debt Discount 0.5 % Change in fair value of warrants (42.7 )% (17.7 )% Valuation allowance 21.6 % (0.4 )% Income tax provision — % 0.0 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | Description Level December 31, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 500,030,740 $ 499,983,052 Liabilities: Warrant liability – Public Warrants 1 12,250,000 — Warrant liability – Public Warrants 3 — 14,500,000 Warrant liability – Private Placement Warrants 3 10,890,000 12,980,000 Convertible Option Liability 3 145,441 — |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | Private Warrants Private Warrants Public Warrants Exercise price $ 11.50 $ 11.50 $ 11.50 Stock price $ 9.85 $ 10.21 $ 10.22 Volatility 14.7 % 19.7 % 19.7 % Probability of completing a Business Combination — 80.0 % 80.0 % Term 5.29 5.33 5.33 Risk-free rate 1.34 % 0.54 % 0.11 % Dividend yield 0.0 % 0.0 % 0.0 % |
Schedule of change in the fair value of the warrant liabilities | Private Public Warrant January 1, 2021 $ 12,980,000 $ 14,500,000 $ 27,480,000 Change in valuation inputs or other assumptions 3,850,000 1,625,000 5,475,000 Fair value as of March 31, 2021 16,830,000 16,125,000 32,955,000 Change in valuation inputs or other assumptions 7,700,000 9,625,000 17,325,000 Fair value as of June 30, 2021 24,530,000 $ 25,750,000 $ 50,280,000 Change in valuation inputs or other assumptions (9,680,000 ) (9,500,000 ) (19,180,000 ) Fair value as of September 30, 2021 $ 14,850,000 16,250,000 31,100,000 Change in valuation inputs or other assumptions (3,960,000 ) (4,000,000 ) (7,960,000 ) Fair value as of December 31, 2021 $ 10,890,000 12,250,000 23,140,000 |
Schedule of changes in liabilities | Private Placement Public January 1, 2021 $ 12,980,000 $ 14,500,000 Change in valuation inputs or other assumptions (2,090,000 ) — Transfer out of level 3 — (14,500,000 ) Value of level 3 liabilities as of December 31, 2021 $ 10,890,000 $ — |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Dec. 18, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)shares | Aug. 30, 2021$ / shares |
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | shares | 1,750,000 | |||
Proceeds from issuance initial public offering | $ 26,303,933 | |||
Price of warrant | $ / shares | $ 1 | |||
Proceeds from sale of Private Placement Warrants | $ 11,000,000 | |||
Transaction Costs | $ 26,982,949 | |||
Underwriting fees | 8,950,000 | |||
Deferred underwriting fee payable | 17,500,000 | 17,500,000 | 17,500,000 | |
Reimbursed from the underwriters | 1,050,000 | |||
Other offering costs | 532,949 | $ 26,982,949 | ||
Condition for future business combination number of businesses minimum | 1 | |||
Investment of cash into Trust Account | $ 500,000,000 | |||
Condition For Future Business Combination Threshold Percentage Ownership | 50 | |||
Redemption limit percentage without prior consent | 15 | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||
Working capital | $ 1,000,000 | |||
Redemption period upon closure | 10 days | |||
Maximum allowed dissolution expenses | $ 100,000 | |||
Churchill Sponsor LLC | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Condition for future business combination use of proceeds percentage | 80 | |||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | shares | 50,000,000 | 6,750,000 | ||
Purchase price, per unit | $ / shares | $ 10 | |||
Proceeds from issuance initial public offering | $ 500,000,000 | |||
Investment of cash into Trust Account | $ 500,000,000 | |||
Private Placement | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 11,000,000 | 11,000,000 | ||
Price of warrant | $ / shares | $ 1 | |||
Proceeds from sale of Private Placement Warrants | $ 11,000,000 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | shares | 5,000,000 | 5,000,000 | ||
Purchase price, per unit | $ / shares | $ 10 | |||
Shares issued, shares, share-based payment arrangement, forfeited | shares | 1,750,000 | |||
Over-allotment option | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from sale of Private Placement Warrants | $ 11,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 18, 2020 | |
Accounting Policies [Abstract] | |||
Cash equivalents | $ 0 | $ 0 | |
Unrecognized Tax Benefits | 0 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 | ||
Warrant To Purchase Common Stock Shares | 23,500,000 | ||
Cash, FDIC Insured Amount | $ 250,000 | ||
Cash withdrawn from Trust Account for working capital purposes | 150,000 | ||
Offering costs | 26,982,949 | $ 532,949 | |
Initial public offering | 26,303,933 | ||
Operations | $ 679,016 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Class A common stock subject to possible redemption (Details) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Gross proceeds | $ 500,000,000 | |
Proceeds allocated to Public Warrants | (12,375,000) | |
Class A common stock issuance costs | (26,303,933) | |
Remeasurement adjustment on redeemable common stock | 38,661,985 | $ 16,948 |
Class A common stock subject to redemption, at the end | $ 499,983,052 | $ 500,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) Per Common Share (Details) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Numerator: | ||
Allocation of net income (loss), as adjusted | $ (4,868,590) | $ 2,136,002 |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ (965,916) | $ 1,708,802 |
Denominator: | ||
Basic weighted average stock outstanding | 2,801,724 | 50,000,000 |
Diluted weighted average stock outstanding | 2,801,724 | 50,000,000 |
Basic net income (loss) per common share | $ (0.34) | $ 0.03 |
Diluted net income (loss) per common share | $ (0.34) | $ 0.03 |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ (3,902,674) | $ 427,200 |
Denominator: | ||
Basic weighted average stock outstanding | 11,320,043 | 12,500,000 |
Diluted weighted average stock outstanding | 11,320,043 | 12,500,000 |
Basic net income (loss) per common share | $ (0.34) | $ 0.03 |
Diluted net income (loss) per common share | $ (0.34) | $ 0.03 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Dec. 18, 2020 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 1,750,000 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 50,000,000 | 6,750,000 |
Purchase price, per unit | $ 10 | |
Number of shares in a unit | 1 | |
IPO [Member] | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants in a unit | 1 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 5,000,000 | 5,000,000 |
Purchase price, per unit | $ 10 | |
Partial exercise of underwriters | 1,750,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Dec. 18, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 11,000,000 | ||
Over-Allotment Option [Member] | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 11,000,000 | ||
Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares per warrant | 1 | ||
Exercise price of warrant | $ 1 | ||
Private Placement [Member] | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 11,000,000 | 11,000,000 | |
Aggregate purchase price | $ 11,000,000 | ||
Exercise price of warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($) | Dec. 15, 2020 | May 13, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Common Class B [Member] | ||||
Related Party Transaction [Line Items] | ||||
Aggregate purchase price | $ 25,000 | |||
Founder Shares | ||||
Related Party Transaction [Line Items] | ||||
Shares subject to forfeiture | 12,500,000 | |||
Founder Shares | Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Aggregate number of shares owned | 437,500 | |||
Shares subject to forfeiture | 1,250,000 | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||
Founder Shares | Sponsor | Common Class B [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued | 8,625,000 | |||
Aggregate purchase price | $ 25,000 | |||
Share dividend | 0.125 | |||
Aggregate number of shares owned | 12,937,500 | |||
Shares subject to forfeiture | 1,687,500 | |||
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 days | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Administrative Support Agreement and Related Party Loans (Details) - USD ($) | Nov. 16, 2021 | Dec. 18, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Oct. 22, 2021 | Aug. 30, 2021 |
Related Party Transaction [Line Items] | ||||||
Price of warrant | $ 1 | |||||
Convertible Promissory Note | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate principal amount | $ 1,500,000 | |||||
Amount of debt that may be converted into warrants | 1,500,000 | |||||
Administrative Support Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses per month | $ 30,000 | $ 30,000 | ||||
Expenses incurred and paid | $ 12,580 | $ 360,000 | ||||
Related Party Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Amount of debt that may be converted into warrants | 1,500,000 | |||||
Line of Credit Facility, Current Borrowing Capacity | 1,000,000 | |||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 500,000 | |||||
Related Party Loans | Working capital loans warrant | ||||||
Related Party Transaction [Line Items] | ||||||
Price of warrant | $ 1 | |||||
Convertible Promissory Note With Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument face amount | $ 500,000 | $ 500,000 | ||||
Outstanding principal balance | $ 1,000,000 |
RELATED PARTY TRANSACTIONS - Fa
RELATED PARTY TRANSACTIONS - Fair value measurements (Details) | Dec. 31, 2021yr | Oct. 22, 2021yr | Aug. 30, 2021yr |
Underlying warrant value | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Conversion option liability, measurement input | 0.1454 | 0.1607 | 0.2228 |
Exercise price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Conversion option liability, measurement input | 1 | 1 | 1 |
Holding period | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Conversion option liability, measurement input | 0.29 | 0.25 | 0.25 |
Risk-free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Conversion option liability, measurement input | 1.34 | 1.33 | 0.91 |
Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Conversion option liability, measurement input | 14.7 | 15.5 | 17.7 |
Dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Conversion option liability, measurement input | 0 | 0 | 0 |
RELATED PARTY TRANSACTIONS - Ch
RELATED PARTY TRANSACTIONS - Change in the fair value of conversion option liability (Details) - USD ($) | Oct. 22, 2021 | Aug. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Nov. 16, 2021 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||
Interest expense related to the amortization of the debt discount | $ 53,198 | ||||||
Amount borrowed | $ 500,000 | $ 500,000 | $ 200,000 | 1,000,000 | |||
Convertible Promissory Note | Sponsor | |||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||
Aggregate principal amount | $ 1,000,000 | ||||||
Outstanding principal balance | $ 1,000,000 | 1,000,000 | |||||
Interest rate | 1.00% | ||||||
Conversion option liability | |||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||
Initial measurement | $ 111,384 | ||||||
Change in fair value | (126,760) | 88,096 | |||||
Ending balance | 72,720 | $ 199,480 | 72,720 | ||||
Interest expense related to the amortization of the debt discount | 53,198 | ||||||
Remaining balance of the debt discount | 138,536 | 138,536 | |||||
Convertible promissory note conversion option liability [Member] | |||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||
Initial measurement | 80,350 | ||||||
Change in fair value | (7,629) | ||||||
Ending balance | $ 72,721 | $ 72,721 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Dec. 18, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Maximum Number Of Demands For Registration Of Securities | three | ||
Period After Closing Of Initial Business Combination To File Resale Shelf Registration Statement | 45 days | ||
Number of units sold | 1,750,000 | ||
Deferred Fee Per Unit | $ 0.35 | ||
Deferred underwriting fee payable | $ 17,500,000 | $ 17,500,000 | $ 17,500,000 |
Underwriting Shares Discount | 5,250,000 | ||
Upfront Underwriting Discount | $ 1,050,000 | ||
Legal fees payable | 45,000 | ||
Due diligence fees | 4,525,000 | ||
Penalty provisions | $ 0 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 50,000,000 | 6,750,000 | |
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 5,000,000 | 5,000,000 | |
Shares issued, shares, share-based payment arrangement, forfeited | 1,750,000 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock (Details) | 12 Months Ended | |
Dec. 31, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Temporary equity, shares outstanding (in shares) | 50,000,000 | 50,000,000 |
Common Class A [Member] | ||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, votes per share | Vote | 1 | |
Temporary equity, shares outstanding (in shares) | 50,000,000 | 50,000,000 |
Common Class B [Member] | ||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, votes per share | Vote | 1 | |
Ratio to be applied to the stock in the conversion | 20.00% | |
Common stock conversion basis | one-for-one |
WARRANT (Details)
WARRANT (Details) | 12 Months Ended | |
Dec. 31, 2021item$ / sharesshares | Dec. 31, 2020shares | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise period condition one | 30 days | |
Warrant exercise period condition two | 12 months | |
Expiration term | 5 years | |
Redemption price per warrant (in dollars per share) | $ / shares | $ 0.01 | |
Written notice period | 30 days | |
Warrant redemption condition minimum share price (in dollars per share) | $ / shares | $ 18 | |
Threshold trading days for redemption of warrants | 20 | |
Threshold consecutive trading days for redemption of warrants | 30 | |
Threshold number of business days before sending notice of redemption to warrant holders | 3 | |
Warrants outstanding | shares | 12,500,000 | 12,500,000 |
Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Maximum period after business combination in which to file registration statement | 15 days | |
Period of time within which registration statement is expected to become effective | 60 | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Restrictions on transfer period of time after business combination completion | 30 days | |
Warrants outstanding | shares | 11,000,000 |
INCOME TAX - Deferred Tax Asse
INCOME TAX - Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Net operating loss carryforward | $ 8,179 | $ 2,410 |
Startup/Organization Expenses | 473,056 | 11,792 |
Unrealized loss on marketable securities | (2,085) | 3,559 |
Total deferred tax assets | 479,150 | 17,761 |
Valuation Allowance | (479,150) | (17,761) |
Deferred tax assets, net of allowance | $ 0 | $ 0 |
INCOME TAX - Provision (Detail
INCOME TAX - Provision (Details) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Federal Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||
Deferred | $ (17,761) | $ (461,389) |
Change in valuation allowance | 17,761 | 461,389 |
Change in valuation allowance | $ 17,761 | $ 461,389 |
INCOME TAX - Reconciliation (De
INCOME TAX - Reconciliation (Details) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
Change in fair value of conversion option | 0.00% | (0.50%) |
Transaction costs incurred in connection with IPO | (2.90%) | 0.00% |
Interest expense- Debt Discount | 0.50% | |
Changes in fair value of warrants | (17.70%) | (42.70%) |
Valuation allowance | (0.40%) | 21.60% |
Income tax provision | 0.00% | 0.00% |
INCOME TAX - Operating Loss Car
INCOME TAX - Operating Loss Carryforward (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 38,949 | $ 11,474 |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 38,949 | $ 11,474 |
FAIR VALUE MEASUREMENTS - Recur
FAIR VALUE MEASUREMENTS - Recurring Basis (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Marketable securities held in Trust Account | $ 500,030,740 | $ 499,983,052 |
Liabilities: | ||
Warrant liability | 23,140,000 | 27,480,000 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | 500,030,740 | 499,983,052 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Public Warrants | ||
Liabilities: | ||
Warrant liability | 12,250,000 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Public Warrants | ||
Liabilities: | ||
Warrant liability | 14,500,000 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants | ||
Liabilities: | ||
Warrant liability | 10,890,000 | $ 12,980,000 |
Convertible Option Liability | $ 145,441 |
FAIR VALUE MEASUREMENTS - Valua
FAIR VALUE MEASUREMENTS - Valuation (Details) | Dec. 31, 2021sharesyr | Dec. 31, 2020yrshares | Dec. 18, 2020 |
Probability of completing a Business Combination | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | 80 | ||
Public Warrants | Measurement Input, Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | 11.50 | ||
Public Warrants | Measurement Input, Share Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | shares | 10.22 | ||
Public Warrants | Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | 19.7 | ||
Public Warrants | Probability of completing a Business Combination | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | 80 | ||
Public Warrants | Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | yr | 5.33 | ||
Public Warrants | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | 0.11 | ||
Public Warrants | Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | 0 | ||
Private Placement Warrants | Measurement Input, Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | 11.50 | 11.50 | |
Private Placement Warrants | Measurement Input, Share Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | shares | 9.85 | 10.21 | |
Private Placement Warrants | Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | 14.7 | 19.7 | |
Private Placement Warrants | Probability of completing a Business Combination | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | 80 | ||
Private Placement Warrants | Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | yr | 5.29 | 5.33 | |
Private Placement Warrants | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | 1.34 | 0.54 | |
Private Placement Warrants | Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | 0 | 0 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in Level 3 Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | |
Warrant [Member] | |||||
Changes in liabilities : | |||||
Beginning balance | $ 31,100,000 | $ 50,280,000 | $ 32,955,000 | $ 27,480,000 | $ 27,480,000 |
Change in valuation inputs or other assumptions | (7,960,000) | (19,180,000) | 17,325,000 | 5,475,000 | |
Ending balance | 23,140,000 | 31,100,000 | 50,280,000 | 32,955,000 | 23,140,000 |
Private Placement Warrants | |||||
Changes in liabilities : | |||||
Beginning balance | 14,850,000 | 24,530,000 | 16,830,000 | 12,980,000 | 12,980,000 |
Change in valuation inputs or other assumptions | (3,960,000) | (9,680,000) | 7,700,000 | 3,850,000 | |
Ending balance | 10,890,000 | 14,850,000 | 24,530,000 | 16,830,000 | 10,890,000 |
Private Placement Warrants | Level 3 | |||||
Changes in liabilities : | |||||
Beginning balance | 12,980,000 | 12,980,000 | |||
Change in valuation inputs or other assumptions | (2,090,000) | ||||
Ending balance | 10,890,000 | 10,890,000 | |||
Public Warrants | |||||
Changes in liabilities : | |||||
Beginning balance | 16,250,000 | 25,750,000 | 16,125,000 | 14,500,000 | 14,500,000 |
Change in valuation inputs or other assumptions | (4,000,000) | (9,500,000) | 9,625,000 | 1,625,000 | |
Ending balance | $ 12,250,000 | $ 16,250,000 | $ 25,750,000 | 16,125,000 | 12,250,000 |
Public Warrants | Level 3 | |||||
Changes in liabilities : | |||||
Beginning balance | $ 14,500,000 | 14,500,000 | |||
Transfer out of level 3 | $ (14,500,000) |