Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 12, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Entity File Number | 001-39806 | |
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 | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
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, $0.0001 par value, and one-fourth of one warrant | |
Trading Symbol | CCV.U | |
Security Exchange Name | NYSE | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Shares of Class A common stock | |
Trading Symbol | CCV | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 50,000,000 | |
Warrants included as part of the units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants included as part of the units | |
Trading Symbol | CCV WS | |
Security Exchange Name | NYSE | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,500,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 162,544 | $ 206,841 |
Prepaid expenses | 219,686 | 357,311 |
Total current assets | 382,230 | 564,152 |
Cash and marketable securities held in Trust Account | 500,214,183 | 500,030,740 |
TOTAL ASSETS | 500,596,413 | 500,594,892 |
Liabilities, Current [Abstract] | ||
Accrued expenses | 985,695 | 334,508 |
Income taxes payable | 96,307 | 0 |
Total Current liabilities | 1,082,002 | 334,508 |
Convertible promissory note - related party, net of discount | 965,366 | 861,464 |
Conversion option liability | 0 | 145,441 |
Deferred legal fee | 91,000 | 0 |
Warrant liabilities | 7,755,000 | 23,140,000 |
Deferred underwriting fee payable | 17,500,000 | 17,500,000 |
Total liabilities | 27,393,368 | 41,981,413 |
COMMITMENTS AND CONTINGENCIES (Note 6) | ||
Class A common stock subject to possible redemption, 50,000,000 shares at redemption value as of June 30, 2022 and December 31, 2021 | 500,000,000 | 500,000,000 |
Stockholders' deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, no shares issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (26,798,205) | (41,387,771) |
Total stockholders' deficit | (26,796,955) | (41,386,521) |
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT | 500,596,413 | 500,594,892 |
Class A Common Stock | ||
Stockholders' deficit | ||
Common stock | ||
Class B Common Stock | ||
Stockholders' deficit | ||
Common stock | $ 1,250 | $ 1,250 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
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 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Formation and operating costs | $ 615,869 | $ 602,453 | $ 1,497,609 | $ 920,450 |
Loss from operations | (615,869) | (602,453) | (1,497,609) | (920,450) |
Other income (expense): | ||||
Change in fair value of warrant liabilities | 6,580,000 | (17,325,000) | 15,385,000 | (22,800,000) |
Interest earned on marketable securities held in Trust Account | 720,560 | 3,975 | 868,369 | 98,435 |
Unrealized loss on marketable securities held in Trust Account | (104,469) | (22,921) | (111,426) | (26,882) |
Change in fair value of conversion option liability | 6,700 | 145,441 | ||
Interest expense - debt discount | (51,951) | (103,902) | ||
Total other income (expense), net | 7,150,840 | (17,343,946) | 16,183,482 | (22,728,447) |
Income (Loss) before provision for income taxes | 6,534,971 | (17,946,399) | 14,685,873 | (23,648,897) |
Provision for income taxes | (96,307) | (96,307) | ||
Net income (loss) | 6,438,664 | (17,946,399) | 14,589,566 | (23,648,897) |
Class A Common Stock | ||||
Other income (expense): | ||||
Net income (loss) | $ 5,150,931 | $ (14,357,119) | $ 11,671,653 | $ (18,919,118) |
Basic weighted average shares outstanding (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 |
Diluted weighted average shares outstanding (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 |
Basic net loss per share (in dollars per share) | $ 0.1 | $ (0.29) | $ 0.23 | $ (0.38) |
Diluted net loss per share (in dollars per share) | $ 0.1 | $ (0.29) | $ 0.23 | $ (0.38) |
Class B Common Stock | ||||
Other income (expense): | ||||
Net income (loss) | $ 1,287,733 | $ (3,589,280) | $ 2,917,913 | $ (4,729,779) |
Basic weighted average shares outstanding (in shares) | 12,500,000 | 12,500,000 | 12,500,000 | 12,500,000 |
Diluted weighted average shares outstanding (in shares) | 12,500,000 | 12,500,000 | 12,500,000 | 12,500,000 |
Basic net loss per share (in dollars per share) | $ 0.1 | $ (0.29) | $ 0.23 | $ (0.38) |
Diluted net loss per share (in dollars per share) | $ 0.1 | $ (0.29) | $ 0.23 | $ (0.38) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Class A Common Stock | Class A Common Stock Common Stock | Class B Common Stock | Class B Common Stock Common Stock |
Balance at Dec. 31, 2020 | $ (43,505,575) | $ 0 | $ (43,506,825) | $ 0 | $ 1,250 | ||
Balance (in shares) at Dec. 31, 2020 | 0 | 12,500,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Remeasurement adjustment on redeemable common stock | (16,948) | (16,948) | |||||
Net income (loss) | (5,702,498) | (5,702,498) | |||||
Balance at Mar. 31, 2021 | (49,225,021) | 0 | (49,226,271) | $ 0 | $ 1,250 | ||
Balance (in shares) at Mar. 31, 2021 | 0 | 12,500,000 | |||||
Balance at Dec. 31, 2020 | (43,505,575) | 0 | (43,506,825) | $ 0 | $ 1,250 | ||
Balance (in shares) at Dec. 31, 2020 | 0 | 12,500,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (23,648,897) | $ (18,919,118) | $ (4,729,779) | ||||
Balance at Jun. 30, 2021 | (67,171,420) | 0 | (67,172,670) | $ 0 | $ 1,250 | ||
Balance (in shares) at Jun. 30, 2021 | 0 | 12,500,000 | |||||
Balance at Dec. 31, 2020 | (43,505,575) | 0 | (43,506,825) | $ 0 | $ 1,250 | ||
Balance (in shares) at Dec. 31, 2020 | 0 | 12,500,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Remeasurement adjustment on redeemable common stock | (16,948) | ||||||
Balance at Dec. 31, 2021 | (41,386,521) | 0 | (41,387,771) | $ 0 | $ 1,250 | ||
Balance (in shares) at Dec. 31, 2021 | 0 | 0 | 12,500,000 | 12,500,000 | |||
Balance at Mar. 31, 2021 | (49,225,021) | 0 | (49,226,271) | $ 0 | $ 1,250 | ||
Balance (in shares) at Mar. 31, 2021 | 0 | 12,500,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (17,946,399) | (17,946,399) | $ (14,357,119) | $ (3,589,280) | |||
Balance at Jun. 30, 2021 | (67,171,420) | 0 | (67,172,670) | $ 0 | $ 1,250 | ||
Balance (in shares) at Jun. 30, 2021 | 0 | 12,500,000 | |||||
Balance at Dec. 31, 2021 | (41,386,521) | 0 | (41,387,771) | $ 0 | $ 1,250 | ||
Balance (in shares) at Dec. 31, 2021 | 0 | 0 | 12,500,000 | 12,500,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 8,150,902 | 8,150,902 | |||||
Balance at Mar. 31, 2022 | (33,235,619) | 0 | (33,236,869) | $ 0 | $ 1,250 | ||
Balance (in shares) at Mar. 31, 2022 | 0 | 12,500,000 | |||||
Balance at Dec. 31, 2021 | (41,386,521) | 0 | (41,387,771) | $ 0 | $ 1,250 | ||
Balance (in shares) at Dec. 31, 2021 | 0 | 0 | 12,500,000 | 12,500,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Remeasurement adjustment on redeemable common stock | 0 | ||||||
Net income (loss) | 14,589,566 | $ 11,671,653 | $ 2,917,913 | ||||
Balance at Jun. 30, 2022 | (26,796,955) | 0 | (26,798,205) | $ 0 | $ 1,250 | ||
Balance (in shares) at Jun. 30, 2022 | 0 | 0 | 12,500,000 | 12,500,000 | |||
Balance at Mar. 31, 2022 | (33,235,619) | 0 | (33,236,869) | $ 0 | $ 1,250 | ||
Balance (in shares) at Mar. 31, 2022 | 0 | 12,500,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 6,438,664 | 6,438,664 | $ 5,150,931 | $ 1,287,733 | |||
Balance at Jun. 30, 2022 | $ (26,796,955) | $ 0 | $ (26,798,205) | $ 0 | $ 1,250 | ||
Balance (in shares) at Jun. 30, 2022 | 0 | 0 | 12,500,000 | 12,500,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 14,589,566 | $ (23,648,897) | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Change in fair value of warrant liabilities | $ (6,580,000) | $ 17,325,000 | (15,385,000) | 22,800,000 |
Amortization of debt discount | 103,902 | |||
Interest earned on marketable securities held in Trust Account | (720,560) | (3,975) | (868,369) | (98,435) |
Unrealized loss on marketable securities held in Trust Account | 104,469 | 22,921 | 111,426 | 26,882 |
Change in value of conversion option liability | (6,700) | (145,441) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 137,625 | (528,434) | ||
Accrued expenses | 742,187 | 184,582 | ||
Income taxes payable | 96,307 | |||
Net cash used in operating activities | (617,797) | (1,264,302) | ||
Cash Flows from Investing Activities: | ||||
Cash withdrawn from Trust Account for working capital purposes | 573,500 | |||
Net cash provided by investing activities | 573,500 | |||
Net change in cash | (44,297) | (1,264,302) | ||
Cash – Beginning of period | 206,841 | 1,505,116 | ||
Cash – End of period | $ 162,544 | $ 240,814 | 162,544 | $ 240,814 |
Supplementary cash flow information: | ||||
Cash paid for income taxes | $ 2,691 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022, the Company had not commenced any operations. All activity for the period from May 12, 2020 (inception) through June 30, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering was 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 purchase 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”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 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. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares in connection with a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest, net of permitted withdrawals). The per-share 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. Liquidity and Going Concern As of June 30, 2022, we had cash of $162,544. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the initial stockholders or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, such loaned amounts would be repaid using proceeds from the trust as part of the closing of the Business Combination or converted into warrants if loan contains a convertible feature. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. 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 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. Such loaned amounts would be repaid using proceeds from the trust as part of the closing of the Business Combination As of this filing, there is $1,000,000 available for withdrawal under the Promissory Note. Additionally, to fund working capital and tax liabilities the Company has permitted withdrawals available up to an annual limit of $1,000,000. These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit at the Initial Public Offering. As of June 30, 2022, the Company has not had any permitted withdrawals for 2022 and has access to the full $1,000,000 (to the extent interest is available). We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our actual costs of identifying a target business, undertaking in-depth In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until 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) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension not obtained by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the potential mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after 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 Company intends to complete a Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding 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 registration statement under the Securities Act 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 condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. Marketable Securities Held in the Trust Account At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Through June 30, 2022, the Company has withdrawn $723,500 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 sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are shown in the accompanying condensed 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 are measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed 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 June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed 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 possible 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 Plus: Remeasurement of carrying value to redemption value $ — Class A common stock subject to possible redemption, June 30, 2022 $ 500,000,000 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 1.47% and 0.00% for the three months ended June 30, 2022 and 2021, respectively, and 0.66% and 0.00% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 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 June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. We apply the two-class The calculation of diluted net income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement to purchase an aggregate of 23,500,000 shares of common stock in the calculation of diluted net income (loss) per common share, since the exercise of the warrants is contingent upon the occurrence of future events. As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended June 30, 2021 Six Months Ended Six Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss) $ 5,150,931 $ 1,287,733 $ (14,357,119 ) (3,589,280 ) $ 11,671,653 $ 2,917,913 $ (18,919,118 ) $ (4,729,779 ) Denominator: Basic and diluted weighted average shares outstanding 50,000,000 12,500,000 50,000,000 12,500,000 50,000,000 12,500,000 50,000,000 12,500,000 Basic and diluted net income (loss) per common share $ 0.10 $ 0.10 $ (0.29 ) $ (0.29 ) $ 0.23 $ 0.23 $ (0.38 ) $ (0.38 ) 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 condensed 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 9). Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 non-operating 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 Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2022 | |
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 exercise by the underwrite r s the ir one-fourth |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended |
Jun. 30, 2022 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased in a private placement an aggregate |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
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 as-converted 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 entered into an agreement, commencing on December 18, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, pursuant to which the Company pay s 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 only be payable by Company upon completion of an initial business combination. As of June 30, 2022, the Company has incurred $180,000 in fees that are contingent upon completion of an initial business combination. Advisory Fee The Company may engage M. Klein and Company, LLC, an affiliate of the Sponsor, or another affiliate of the Sponsor, as its lead financial advisor in connection with a Business Combination and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions. There were no fees incurred for the three and six months ended June 30, 2022 and 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. These warrants would be identical to the Private Placement Warrants. As of June 30, 2022, the $1,000,000 has been borrowed as defined below, with a remaining balance for withdrawal of $500,000. 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 is non-interest The Company assessed the provisions of the Convertible Promissory Note under ASC 470-20. June 30, 2022 December 31, 2021 October 22, 2021 August 30, 2021 Underlying warrant value $ 0.0000 $ 0.1454 $ 0.1607 $ 0.2228 Exercise price $ 1.00 $ 1.00 $ 1.00 $ 1.00 Holding period 0.29 .29 0.25 0.25 Risk-free rate % 2.99 % 1.34 % 1.33 % 0.91 % Volatility % 3.5 % 14.7 % 15.5 % 17.7 % Dividend yield % 0.0 % 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, 2022 $ 145,441 Change in fair value (138,741 ) Fair value as of March 31, 2022 $ 6,700 Change in fair value (6,700 ) Fair value as of June 30, 2022 $ — The debt discount is being amortized to interest expense as a non-cash On November 16, 2021, the Company entered into the 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. Such loaned amounts would be repaid using proceeds from the trust as part of the closing of the Business Combination. As of this filing, there is $1,000,000 available for withdrawal under the Promissory Note. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
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 holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders of these securities have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The 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 will be 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. Fairness of Opinion and Advisory Agreement On June 9, 2022 the Company entered into an engagement letter with a third party (“provider”) to provide financial advisory services in connection with a possible Business Combination (“transaction”). The fee for such financial advisory services is $800,000, of which $50,000 was due upon entering into the engagement letter and $750,000 of which will be payable at the closing of a transaction (if any). Additionally, at the discretion of the Company, the provider may receive an additional incentive fee of $500,000, payable at the closing of a transaction (if any). In addition to providing financial advisory services, the provider will provide the Board of Directors of the Company an opinion as to whether the consideration to be received in a potential transaction by holders of Class A Common Stock of the Company is fair, from a financial point of view, to such holders. The fee for any such opinion is $450,000, which shall be paid when the provider notifies the Company that it is prepared to render the opinion. The Company has also agreed to reimburse the provider for its expenses incurred in performing its services. The Company has also agreed to indemnify the provider and its officers, directors, principals, employees, shareholders, affiliates and members, against certain liabilities, including liabilities under federal securities law, and certain expenses related to or arising out of the provider’s engagement. Due Diligence Fees As of June 30, 2022, the Company, upon the consummation of an initial Business Combination will be required to pay due diligence fees in the amount of $6,100,000. Legal Fees As of June 30, 2022, the Company, upon the consummation of an initial Business Combination will be required to pay legal fees in the amount of $91,000. For the three and six months ended June 30, 2022, the Company recorded $27,000 and $46,000 of such fees, respectively. For the three and six months ended June 30, 2021, the Company recorded $0 of such fees. These fees are reflected on the Company’s condensed balance sheet and condensed statement of operations. Administrative Services As of June 30, 2022, the Company, upon the consummation of an initial Business Combination will be required to pay administrative fees in the amount of $180,000. For the three and six months ended June 30, 2022, the Company recorded $90,000 and $180,000 of such fees, respectively. For the three and six months ended June 30, 2021, the Company recorded $0 of such fees. These fees are reflected on the Company’s condensed balance sheet and condensed statement of operations. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 7 — STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the completion of a Business Combination on a one-for-one as-converted |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | 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 At June 30, 2022 and December 31, 2021 there were 12,500,000 Public Warrants outstanding. The Public Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Public Warrants will become exercisable on the later of (a) thirty (30) days after the completion of a Business Combination or (b) twelve (12) months from the closing of the Initial Public Offering. The Public Warrants will expire five (5) years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Warrant and will have no obligation to settle such exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants is then effective and a current prospectus relating to those shares of 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 Class A common stock issuable upon exercise of the Warrants and to maintain a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its reasonable best efforts to qualify the shares of Class A common stock under applicable blue sky laws to the extent an exemption is not available. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than thirty (30) days’ prior written notice of redemption; • if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any twenty (20)-trading days within a thirty (30)-trading day period ending on the third • 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. At June 30, 2022 and 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 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured 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 June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, 2022 December 31, Assets: Marketable securities held in Trust Account 1 $ 500,214,183 $ 500,030,740 Liabilities: Warrant liabilities – Public Warrants 1 4,125,000 12,250,000 Warrant liabilities – Private Placement Warrants 3 3,630,000 10,890,000 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 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. For subsequent measurements of the Private Warrants after detachment a Modified Black Scholes Option Pricing model was used. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility was implied from the Company’s own Public Warrant pricing. Other key assumptions used in connection with the Modified Black Scholes model were expected life, risk free rate, and dividend yield, which were based on market conditions, management assumptions, and terms of the warrant agreement. 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 June 30, 2022 and December 31, 2021, respectively, the estimated fair value of the Private Placement Warrants were determined based on the following significant inputs: Private Warrants Private Warrants Exercise price $ 11.50 $ 11.50 Stock price $ 9.85 $ 9.85 Volatility 3.5 % 14.7 % Probability of completing a Business Combination — % — % Term 5.29 5.29 Risk-free rate 2.99 % 1.34 % Dividend yield 0.0 % 0.0 % For the valuation at June 30, 2022 and at 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 Fair value as of December 31, 2021 $ 10,890,000 $ 12,250,000 $ 23,140,000 Change in valuation inputs or other assumptions (4,180,000 ) (4,625,000 ) (8,805,000 ) Fair value as of March 31, 2022 6,710,000 7,625,000 14,335,000 Change in valuation inputs or other assumptions (3,080,000 ) (3,500,000 ) (6,580,000 ) Fair value as of June 30, 2022 $ 3,630,000 $ 4,125,000 $ 7,755,000 The following table represents the changes in the fair value of Level 3 warrant liabilities: Private Placement Value of level 3 liabilities as of December 31, 2021 $ 10,890,000 Change in valuation inputs or other assumptions (4,180,000 ) Value of level 3 liabilities as of March 31, 2022 $ 6,710,000 Change in valuation inputs or other assumptions (3,080,000 ) Fair value as of June 30, 2022 $ 3,630,000 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 conversion option liability of the Convertible Promissory Note was valued using a Compound Option model which values each borrowing at borrowing date and is revalued at each subsequent reporting date. The Compound Option model’s primary unobservable input utilized in determining the fair value of the conversion option liability is the expected volatility of the common stock. The expected volatility was implied from the Company’s own Public Warrant pricing. Other key assumptions used in connection with the Compound Option model were holding period, risk free rate, dividend yield, exercise price, and underlying warrant value, which were based on market conditions, management assumptions, and terms of the Convertible Promissory Note (see Note 5). |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed 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 condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding 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 registration statement under the Securities Act 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 condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in the Trust Account At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Through June 30, 2022, the Company has withdrawn $723,500 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 sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are shown in the accompanying condensed 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 are measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed 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 June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed 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 possible 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 Plus: Remeasurement of carrying value to redemption value $ — Class A common stock subject to possible redemption, June 30, 2022 $ 500,000,000 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 1.47% and 0.00% for the three months ended June 30, 2022 and 2021, respectively, and 0.66% and 0.00% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 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 June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. We apply the two-class The calculation of diluted net income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement to purchase an aggregate of 23,500,000 shares of common stock in the calculation of diluted net income (loss) per common share, since the exercise of the warrants is contingent upon the occurrence of future events. As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended June 30, 2021 Six Months Ended Six Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss) $ 5,150,931 $ 1,287,733 $ (14,357,119 ) (3,589,280 ) $ 11,671,653 $ 2,917,913 $ (18,919,118 ) $ (4,729,779 ) Denominator: Basic and diluted weighted average shares outstanding 50,000,000 12,500,000 50,000,000 12,500,000 50,000,000 12,500,000 50,000,000 12,500,000 Basic and diluted net income (loss) per common share $ 0.10 $ 0.10 $ (0.29 ) $ (0.29 ) $ 0.23 $ 0.23 $ (0.38 ) $ (0.38 ) |
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 condensed 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 9). |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 non-operating |
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 |
Recently Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of reconciliation of Class A common stock subject to possible redemption | At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed 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 possible 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 Plus: Remeasurement of carrying value to redemption value $ — Class A common stock subject to possible redemption, June 30, 2022 $ 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 income (loss) per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended June 30, 2021 Six Months Ended Six Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss) $ 5,150,931 $ 1,287,733 $ (14,357,119 ) (3,589,280 ) $ 11,671,653 $ 2,917,913 $ (18,919,118 ) $ (4,729,779 ) Denominator: Basic and diluted weighted average shares outstanding 50,000,000 12,500,000 50,000,000 12,500,000 50,000,000 12,500,000 50,000,000 12,500,000 Basic and diluted net income (loss) per common share $ 0.10 $ 0.10 $ (0.29 ) $ (0.29 ) $ 0.23 $ 0.23 $ (0.38 ) $ (0.38 ) |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Level 3 Fair value Measurements | June 30, 2022 December 31, 2021 October 22, 2021 August 30, 2021 Underlying warrant value $ 0.0000 $ 0.1454 $ 0.1607 $ 0.2228 Exercise price $ 1.00 $ 1.00 $ 1.00 $ 1.00 Holding period 0.29 .29 0.25 0.25 Risk-free rate % 2.99 % 1.34 % 1.33 % 0.91 % Volatility % 3.5 % 14.7 % 15.5 % 17.7 % Dividend yield % 0.0 % 0.0 % 0.0 % 0.0 % |
Schedule of Fair Value of conversion Option Liability | Fair value as of January 1, 2022 $ 145,441 Change in fair value (138,741 ) Fair value as of March 31, 2022 $ 6,700 Change in fair value (6,700 ) Fair value as of June 30, 2022 $ — |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | Description Level June 30, 2022 December 31, Assets: Marketable securities held in Trust Account 1 $ 500,214,183 $ 500,030,740 Liabilities: Warrant liabilities – Public Warrants 1 4,125,000 12,250,000 Warrant liabilities – Private Placement Warrants 3 3,630,000 10,890,000 Convertible Option Liability 3 — 145,441 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | Private Warrants Private Warrants Exercise price $ 11.50 $ 11.50 Stock price $ 9.85 $ 9.85 Volatility 3.5 % 14.7 % Probability of completing a Business Combination — % — % Term 5.29 5.29 Risk-free rate 2.99 % 1.34 % Dividend yield 0.0 % 0.0 % |
Schedule of change in the fair value of the warrant liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of December 31, 2021 $ 10,890,000 $ 12,250,000 $ 23,140,000 Change in valuation inputs or other assumptions (4,180,000 ) (4,625,000 ) (8,805,000 ) Fair value as of March 31, 2022 6,710,000 7,625,000 14,335,000 Change in valuation inputs or other assumptions (3,080,000 ) (3,500,000 ) (6,580,000 ) Fair value as of June 30, 2022 $ 3,630,000 $ 4,125,000 $ 7,755,000 |
Schedule of changes in liabilities | The following table represents the changes in the fair value of Level 3 warrant liabilities: Private Placement Value of level 3 liabilities as of December 31, 2021 $ 10,890,000 Change in valuation inputs or other assumptions (4,180,000 ) Value of level 3 liabilities as of March 31, 2022 $ 6,710,000 Change in valuation inputs or other assumptions (3,080,000 ) Fair value as of June 30, 2022 $ 3,630,000 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 6 Months Ended | |||||
Dec. 18, 2020 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Nov. 16, 2021 USD ($) | Oct. 22, 2021 USD ($) | Aug. 30, 2021 USD ($) $ / 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 | |||||
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 | |||||
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% | |||||
Working capital | $ 1,000,000 | |||||
Redemption period upon closure | 10 days | |||||
Maximum allowed dissolution expenses | $ 100,000 | |||||
Cash | 162,544 | |||||
Maximum threshold amount withdrawals available from trust account to fund working capital and tax liabilities | 1,000,000 | |||||
Maximum Borrowing Capacity of Related Party Promissory Note | $ 1,500,000 | |||||
Amount of debt that may be converted into warrants | 1,500,000 | |||||
Convertible Promissory Note | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Aggregate principal amount | $ 500,000 | |||||
Convertible Promissory Note | Sponsor [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Aggregate principal amount | $ 1,000,000 | |||||
Outstanding principal balance | 1,000,000 | $ 1,000,000 | ||||
Interest rate | 1% | |||||
Related Party Loans | ||||||
Subsidiary, Sale of Stock [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 | |||||
Convertible Promissory Note With Related Party [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Aggregate principal amount | $ 500,000 | |||||
Outstanding principal balance | $ 1,000,000 | |||||
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 ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 18, 2020 | |
Accounting Policies [Abstract] | ||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | |||
Unrecognized Tax Benefits | 0 | 0 | 0 | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 | $ 0 | $ 0 | |||
Statutory federal income tax rate | 21% | 21% | 21% | 21% | ||
Warrant To Purchase Common Stock Shares | 23,500,000 | |||||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | ||||
Cash withdrawn from Trust Account for working capital purposes | 723,500 | |||||
Offering costs | 26,982,949 | 26,982,949 | $ 532,949 | |||
Initial public offering | 26,303,933 | |||||
Operations | $ 679,016 | $ 679,016 | ||||
Effective Income Tax Rate Reconciliation, Percent | 1.47% | 0% | 0.66% | 0% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Class A common stock subject to possible redemption (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Jun. 30, 2022 | 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 | $ 16,948 | $ 0 | 38,661,985 | $ 16,948 |
Class A common stock subject to possible redemption, at the end | $ 500,000,000 | $ 499,983,052 | $ 500,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) Per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||||
Allocation of net income (loss), as adjusted | $ 6,438,664 | $ 8,150,902 | $ (17,946,399) | $ (5,702,498) | $ 14,589,566 | $ (23,648,897) |
Common Class A [Member] | ||||||
Numerator: | ||||||
Allocation of net income (loss), as adjusted | $ 5,150,931 | $ (14,357,119) | $ 11,671,653 | $ (18,919,118) | ||
Denominator: | ||||||
Basic weighted average stock outstanding | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||
Diluted weighted average stock outstanding | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||
Basic net income (loss) per common share | $ 0.1 | $ (0.29) | $ 0.23 | $ (0.38) | ||
Diluted net income (loss) per common share | $ 0.1 | $ (0.29) | $ 0.23 | $ (0.38) | ||
Common Class B [Member] | ||||||
Numerator: | ||||||
Allocation of net income (loss), as adjusted | $ 1,287,733 | $ (3,589,280) | $ 2,917,913 | $ (4,729,779) | ||
Denominator: | ||||||
Basic weighted average stock outstanding | 12,500,000 | 12,500,000 | 12,500,000 | 12,500,000 | ||
Diluted weighted average stock outstanding | 12,500,000 | 12,500,000 | 12,500,000 | 12,500,000 | ||
Basic net income (loss) per common share | $ 0.1 | $ (0.29) | $ 0.23 | $ (0.38) | ||
Diluted net income (loss) per common share | $ 0.1 | $ (0.29) | $ 0.23 | $ (0.38) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | 6 Months Ended | |
Dec. 18, 2020 | Jun. 30, 2022 | |
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 | $ 11.5 | |
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 ($) | 6 Months Ended | |
Dec. 18, 2020 | Jun. 30, 2022 | |
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 | $ 11.5 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - Founder Shares - USD ($) | 6 Months Ended | |||
Dec. 15, 2020 | May 13, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Shares subject to forfeiture | 12,500,000 | 12,500,000 | ||
Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Aggregate number of shares owned | 437,500 | |||
Shares subject to forfeiture | 1,250,000 | |||
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 | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Administrative Support Agreement and Related Party Loans (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Dec. 18, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Oct. 22, 2021 | Aug. 30, 2021 | |
Related Party Transaction [Line Items] | |||||||
Price of warrant | $ 1 | ||||||
Amount of debt that may be converted into warrants | $ 1,500,000 | ||||||
Convertible Promissory Note | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses incurred and paid | $ 180,000 | ||||||
Debt instrument face amount | $ 500,000 | ||||||
Administrative Support Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses per month | $ 30,000 | 30,000 | |||||
Expenses incurred and paid | $ 90,000 | $ 90,000 | 180,000 | $ 180,000 | |||
Related Party Loans | |||||||
Related Party Transaction [Line Items] | |||||||
Amount of debt that may be converted into warrants | 1,500,000 | 1,500,000 | |||||
Line of Credit Facility, Current Borrowing Capacity | 1,000,000 | 1,000,000 | |||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 500,000 | $ 500,000 | |||||
Related Party Loans | Working capital loans warrant | |||||||
Related Party Transaction [Line Items] | |||||||
Price of warrant | $ 1 | $ 1 | |||||
Convertible Promissory Note With Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument face amount | $ 500,000 | ||||||
Outstanding principal balance | $ 1,000,000 | $ 1,000,000 | |||||
Advisory fee [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses incurred and paid | $ 0 | $ 0 | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS - Fa
RELATED PARTY TRANSACTIONS - Fair value measurements (Details) | Jun. 30, 2022 yr | Dec. 31, 2021 yr | Oct. 22, 2021 yr | Aug. 30, 2021 d |
Underlying warrant value | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Conversion option liability, measurement input | 0 | 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 | 1 |
Holding period | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Conversion option liability, measurement input | 0.29 | 0.29 | 0.25 | 0.25 |
Risk-free rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Conversion option liability, measurement input | 2.99 | 1.34 | 1.33 | 0.91 |
Volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Conversion option liability, measurement input | 3.5 | 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 | 0 |
RELATED PARTY TRANSACTIONS - Ch
RELATED PARTY TRANSACTIONS - Change in the fair value of conversion option liability (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Aug. 30, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Nov. 16, 2021 | Oct. 22, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Interest expense related to the amortization of the debt discount | $ 103,902 | |||||
Amount borrowed | $ 500,000 | |||||
Convertible Promissory Note | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Aggregate principal amount | $ 500,000 | |||||
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 | $ 1,000,000 | |||
Interest rate | 1% | |||||
Conversion option liability | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 6,700 | $ 145,441 | 145,441 | |||
Change in fair value | (6,700) | (138,741) | ||||
Ending balance | 0 | $ 6,700 | 0 | |||
Interest expense related to the amortization of the debt discount | 103,902 | |||||
Remaining balance of the debt discount | $ 34,634 | $ 34,634 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Dec. 18, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
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 | $ 0.35 | ||||
Deferred underwriting fee payable | $ 17,500,000 | $ 17,500,000 | $ 17,500,000 | $ 17,500,000 | ||
Underwriting Shares Discount | 5,250,000 | |||||
Upfront Underwriting Discount | $ 1,050,000 | |||||
Legal fees payable | 91,000 | 91,000 | ||||
Due diligence fees | 6,100,000 | 6,100,000 | ||||
Penalty provisions | 0 | 0 | ||||
Administrative fees | 90,000 | $ 0 | 180,000 | $ 0 | ||
Legal Fees | 27,000 | $ 0 | 46,000 | $ 0 | ||
Engagement Letter With Third Party For Financial Advisory Services [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Financial advisory services fee | 800,000 | 800,000 | ||||
Financial advisory services fee due upon entering into engagement letter | 50,000 | 50,000 | ||||
Financial advisory services fee payable at closing of a transaction | 750,000 | 750,000 | ||||
Additional incentive fee payable at the closing of a transaction at discretion of entity | 500,000 | 500,000 | ||||
Fairness Of Opinion [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Fairness opinion fee payable when provider notifies that entity is prepared to render opinion | $ 450,000 | $ 450,000 | ||||
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' DEFICIT - Preferr
STOCKHOLDERS' DEFICIT - Preferred Stock (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
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' DEFICIT - Common
STOCKHOLDERS' DEFICIT - Common Stock (Details) | 6 Months Ended | |
Jun. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | |
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 | |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
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 | |
Common stock, shares issued (in shares) | 12,500,000 | 12,500,000 |
Common stock, shares outstanding (in shares) | 12,500,000 | 12,500,000 |
Ratio to be applied to the stock in the conversion | 20% | |
Common stock conversion basis | one-for-one |
WARRANTS (Details)
WARRANTS (Details) | 6 Months Ended | |
Jun. 30, 2022 item Day $ / shares shares | Dec. 31, 2021 shares | |
Class of Warrant or Right [Line Items] | ||
Threshold number of business days before sending notice of redemption to warrant holders | 3 | |
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 | item | 60 | |
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 | |
Warrants outstanding | shares | 12,500,000 | 12,500,000 |
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 | 11,000,000 |
FAIR VALUE MEASUREMENTS - Recur
FAIR VALUE MEASUREMENTS - Recurring Basis (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Marketable securities held in Trust Account | $ 500,214,183 | $ 500,030,740 |
Liabilities: | ||
Warrant liability | 7,755,000 | 23,140,000 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | 500,214,183 | 500,030,740 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Public Warrants | ||
Liabilities: | ||
Warrant liability | 4,125,000 | 12,250,000 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants | ||
Liabilities: | ||
Warrant liability | 3,630,000 | 10,890,000 |
Convertible Option Liability | $ 0 | $ 145,441 |
FAIR VALUE MEASUREMENTS - Valua
FAIR VALUE MEASUREMENTS - Valuation (Details) | Jun. 30, 2022 shares yr d | Dec. 31, 2021 yr shares | Dec. 18, 2020 |
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, Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | 11.5 | 11.5 | |
Private Placement Warrants | Measurement Input, Share Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | shares | 9.85 | 9.85 | |
Private Placement Warrants | Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | 3.5 | 14.7 | |
Private Placement Warrants | Probability of completing a Business Combination | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | 0 | 0 | |
Private Placement Warrants | Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | yr | 5.29 | 5.29 | |
Private Placement Warrants | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants outstanding, measurement input | 2.99 | 1.34 | |
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 | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Warrant [Member] | ||
Changes in liabilities : | ||
Beginning balance | $ 14,335,000 | $ 23,140,000 |
Change in valuation inputs or other assumptions | (6,580,000) | (8,805,000) |
Ending balance | 7,755,000 | 14,335,000 |
Private Placement Warrants | ||
Changes in liabilities : | ||
Beginning balance | 6,710,000 | 10,890,000 |
Change in valuation inputs or other assumptions | (3,080,000) | (4,180,000) |
Ending balance | 3,630,000 | 6,710,000 |
Private Placement Warrants | Level 3 | ||
Changes in liabilities : | ||
Beginning balance | 6,710,000 | 10,890,000 |
Change in valuation inputs or other assumptions | (3,080,000) | (4,180,000) |
Ending balance | 3,630,000 | 6,710,000 |
Public Warrants | ||
Changes in liabilities : | ||
Beginning balance | 7,625,000 | 12,250,000 |
Change in valuation inputs or other assumptions | (3,500,000) | (4,625,000) |
Ending balance | $ 4,125,000 | $ 7,625,000 |