Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 11, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2022 | |
Entity Registrant Name | MUDRICK CAPITAL ACQUISITION CORPORATION II | |
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 | 0001820727 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 527 Madison Avenue, 6th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 646 | |
Local Phone Number | 747-9500 | |
Entity File Number | 001-39771 | |
Entity Tax Identification Number | 85-2320197 | |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | |
Trading Symbol | MUDSU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | MUDS | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 31,625,000 | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |
Trading Symbol | MUDSW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,906,250 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 118,964 | $ 138,686 |
Prepaid expenses | 81,208 | 82,708 |
Total Current Assets | 200,172 | 221,394 |
Investments held in Trust Account | 321,283,642 | 321,039,924 |
Total Assets | 321,483,814 | 321,261,318 |
Current liabilities | ||
Accounts payable and accrued expenses | 6,720,836 | 5,044,473 |
Income taxes payable | 6,036 | 0 |
Total Current Liabilities | 6,726,872 | 5,044,473 |
Convertible note – related party | 1,500,000 | 1,000,000 |
Warrant liability | 8,557,750 | 22,097,338 |
Deferred underwriting fee payable | 11,068,750 | 11,068,750 |
Total Liabilities | 27,853,372 | 39,210,561 |
Commitments and contingencies | ||
STOCKHOLDERS' DEFICIT | ||
Accumulated deficit | (27,383,063) | (38,943,784) |
TOTAL STOCKHOLDERS' DEFICIT | (27,382,272) | (38,942,993) |
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT | 321,483,814 | 321,261,318 |
Class A Common Stock | ||
Current liabilities | ||
Class A common stock subject to possible redemption 31,625,000 shares at approximately $10.15 per share as of June 30, 2022 and December 31, 2021 | 321,012,714 | 320,993,750 |
Class B Common Stock | ||
STOCKHOLDERS' DEFICIT | ||
Common stock | $ 791 | $ 791 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Temporary equity, shares outstanding | 31,625,000 | 31,625,000 |
Temporary equity, redemption price per share | $ 10.15 | $ 10.15 |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 100,000,000 | 100,000,000 |
Common shares, shares issued | 31,625,000 | 31,625,000 |
Common shares, shares outstanding | 31,625,000 | 31,625,000 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 10,000,000 | 10,000,000 |
Common shares, shares issued | 7,906,250 | 7,906,250 |
Common shares, shares outstanding | 7,906,250 | 7,906,250 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
General and administrative expenses | $ 551,052 | $ 3,074,794 | $ 2,197,585 | $ 3,796,421 |
Loss from operations | (551,052) | (3,074,794) | (2,197,585) | (3,796,421) |
Other income (expense): | ||||
Interest earned on marketable securities held in Trust Account | 239,233 | 4,321 | 243,718 | 34,579 |
Change in fair value of warrants | 3,467,375 | (112,825,786) | 13,539,588 | (107,861,903) |
Total other income (expense), net | 3,706,608 | (112,821,465) | 13,783,306 | (107,827,324) |
Income before provision for income taxes | 3,155,556 | (115,896,259) | 11,585,721 | (111,623,745) |
Provision for income taxes | (6,036) | 0 | (6,036) | 0 |
Net income (loss) | 3,149,520 | (115,896,259) | 11,579,685 | (111,623,745) |
Class A Common Stock | ||||
Other income (expense): | ||||
Net income (loss) | $ 2,519,616 | $ (92,717,007) | $ 9,263,748 | $ (89,298,996) |
Weighted average shares outstanding, Basic | 31,625,000 | 31,625,000 | 31,625,000 | 31,625,000 |
Weighted average shares outstanding, Diluted | 31,625,000 | 31,625,000 | 31,625,000 | 31,625,000 |
Basic net income (loss) per share | $ 0.08 | $ (2.93) | $ 0.29 | $ (2.82) |
Diluted net income (loss) per share | $ 0.08 | $ (2.93) | $ 0.29 | $ (2.82) |
Class B Common Stock | ||||
Other income (expense): | ||||
Net income (loss) | $ 629,904 | $ (23,179,252) | $ 2,315,937 | $ (22,324,749) |
Weighted average shares outstanding, Basic | 7,906,250 | 7,906,250 | 7,906,250 | 7,906,250 |
Weighted average shares outstanding, Diluted | 7,906,250 | 7,906,250 | 7,906,250 | 7,906,250 |
Basic net income (loss) per share | $ 0.08 | $ (2.93) | $ 0.29 | $ (2.82) |
Diluted net income (loss) per share | $ 0.08 | $ (2.93) | $ 0.29 | $ (2.82) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CHANGES IN CLASS A STOCK REDEMPTION AND STOCKHOLDERS' DEFICIT - USD ($) | Total | Class A Common Stock | Class B Common Stock | Common stock Class A Common Stock | Common stock Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at the beginning at Dec. 31, 2020 | $ (34,437,396) | $ 0 | $ 791 | $ 0 | $ (34,438,187) | ||
Balance at the beginning (in shares) at Dec. 31, 2020 | 0 | 7,906,250 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 4,272,514 | 4,272,514 | |||||
Balance at the end at Mar. 31, 2021 | (30,164,882) | $ 0 | $ 791 | 0 | (30,165,673) | ||
Balance at the end (in shares) at Mar. 31, 2021 | 0 | 7,906,250 | |||||
Balance at the beginning at Dec. 31, 2020 | (34,437,396) | $ 0 | $ 791 | 0 | (34,438,187) | ||
Balance at the beginning (in shares) at Dec. 31, 2020 | 0 | 7,906,250 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (111,623,745) | $ (89,298,996) | $ (22,324,749) | ||||
Balance at the end at Jun. 30, 2021 | (146,061,141) | $ 0 | $ 791 | 0 | (146,061,932) | ||
Balance at the end (in shares) at Jun. 30, 2021 | 0 | 7,906,250 | |||||
Balance at the beginning at Dec. 31, 2020 | (34,437,396) | $ 0 | $ 791 | 0 | (34,438,187) | ||
Balance at the beginning (in shares) at Dec. 31, 2020 | 0 | 7,906,250 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accretion for Class A Common Stock to redemption amount | (33,958,396) | ||||||
Balance at the end at Dec. 31, 2021 | (38,942,993) | $ 0 | $ 791 | 0 | (38,943,784) | ||
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 7,906,250 | |||||
Balance at the beginning at Mar. 31, 2021 | (30,164,882) | $ 0 | $ 791 | 0 | (30,165,673) | ||
Balance at the beginning (in shares) at Mar. 31, 2021 | 0 | 7,906,250 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (115,896,259) | (92,717,007) | (23,179,252) | (115,896,259) | |||
Balance at the end at Jun. 30, 2021 | (146,061,141) | $ 0 | $ 791 | 0 | (146,061,932) | ||
Balance at the end (in shares) at Jun. 30, 2021 | 0 | 7,906,250 | |||||
Balance at the beginning at Dec. 31, 2021 | (38,942,993) | $ 0 | $ 791 | 0 | (38,943,784) | ||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 7,906,250 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 8,430,165 | 8,430,165 | |||||
Balance at the end at Mar. 31, 2022 | (30,512,828) | $ 0 | $ 791 | 0 | (30,513,619) | ||
Balance at the end (in shares) at Mar. 31, 2022 | 0 | 7,906,250 | |||||
Balance at the beginning at Dec. 31, 2021 | (38,942,993) | $ 0 | $ 791 | 0 | (38,943,784) | ||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 7,906,250 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accretion for Class A Common Stock to redemption amount | (18,964) | ||||||
Net income (loss) | 11,579,685 | 9,263,748 | 2,315,937 | ||||
Balance at the end at Jun. 30, 2022 | (27,382,272) | $ 0 | $ 791 | 0 | (27,383,063) | ||
Balance at the end (in shares) at Jun. 30, 2022 | 0 | 7,906,250 | |||||
Balance at the beginning at Mar. 31, 2022 | (30,512,828) | $ 0 | $ 791 | 0 | (30,513,619) | ||
Balance at the beginning (in shares) at Mar. 31, 2022 | 0 | 7,906,250 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accretion for Class A Common Stock to redemption amount | (18,964) | (18,964) | |||||
Net income (loss) | 3,149,520 | $ 2,519,616 | $ 629,904 | 3,149,520 | |||
Balance at the end at Jun. 30, 2022 | $ (27,382,272) | $ 0 | $ 791 | $ 0 | $ (27,383,063) | ||
Balance at the end (in shares) at Jun. 30, 2022 | 0 | 7,906,250 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | |||||
Net income (loss) | $ 11,579,685 | $ (111,623,745) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||
Change in fair value of warrants | $ (3,467,375) | $ 112,825,786 | (13,539,588) | 107,861,903 | |
Interest earned on marketable securities held in Trust Account | (239,233) | (4,321) | (243,718) | (34,579) | |
Changes in operating assets and liabilities: | |||||
Prepaid expenses | 1,500 | (386) | |||
Income tax payable | 6,036 | 0 | |||
Accounts payable and accrued expenses | 1,676,363 | 2,917,040 | |||
Net cash used in operating activities | (519,722) | (879,767) | |||
Cash Flows from Investing Activities: | |||||
Cash withdrawn from Trust Account to pay franchise and income taxes | 0 | 35,108 | |||
Net cash provided by investing activities | 0 | 35,108 | |||
Cash Flows from Financing Activities: | |||||
Advances from related party | 0 | 9,883 | $ 33,816 | ||
Repayment of advances from related party | 0 | (7,509) | |||
Proceeds from convertible promissory note—related party | 500,000 | 0 | |||
Net cash provided by financing activities | 500,000 | 2,374 | |||
Net Change in Cash | (19,722) | (842,285) | |||
Cash – Beginning of period | 138,686 | 1,117,679 | 1,117,679 | ||
Cash – End of period | $ 118,964 | $ 275,394 | $ 118,964 | $ 275,394 | $ 138,686 |
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 Mudrick Capital Acquisition Corporation II (the “Company”) is a blank check company incorporated in Delaware on July 30, 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 has two wholly owned subsidiaries which were formed on April 1, 2021, Titan Merger Sub I, Inc., a Delaware corporation and Titan Merger Sub II, LLC, a Delaware limited liability company. The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity through June 30, 2022 relates to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination and activities in connection with the announced and subsequently terminated acquisition of Topps Intermediate Holdco, Inc. (“Topps”), a Delaware corporation (as described below) and the announced and subsequently terminated acquisition of BC Cyan Investment Holdings Inc., a Delaware corporation (“Blue Nile”). 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 On April 6, 2021, the Company entered into an Agreement and Plan of Merger (the “Topps Merger Agreement”) and related agreements with Topps. Pursuant to the Topps Merger Agreement, the Company agreed to acquire all the outstanding capital stock of Topps. On August 20, 2021, the parties terminated the Topps Merger Agreement, effective August 20, 2021. As previously disclosed on June 13, 2022, the Company entered into an Agreement and Plan of Merger, dated June 10, 2022 (the “BN Merger Agreement”) with Titan Merger Sub I, Inc., a Delaware corporation and direct, wholly-owned subsidiary of the Company, Titan Merger Sub II, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of the Company, and Blue Nile. In connection with the signing of the BN Merger Agreement and as previously disclosed, the Company also entered into (i) a Subscription and Backstop Agreement, dated June 10, 2022 (the “Subscription and Backstop Agreement”) with Blue Nile, Blue Nile, Inc., a Delaware corporation, and Mudrick Capital Management, L.P., a Delaware limited partnership (“Mudrick Capital”), (ii) a Sponsor Support Agreement, dated June 10, 2022 (the “Sponsor Support Agreement”) with Mudrick Capital Acquisition Holdings II LLC, a Delaware limited liability company, and (iii) a Subscription Agreement, dated June 10, 2022 (the “Holdings Subscription Agreement”) with BC Cyan Holdings LP, a Delaware limited partnership. On August 5, 2022, the Company terminated the BN Merger Agreement in accordance with the terms thereof. As a result of the termination of the BN Merger Agreement, the BN Merger Agreement will be of no further force and effect, subject to certain exceptions set forth therein, and each of the Sponsor Support Agreement, the Subscription and Backstop Agreement and the Holdings Subscription Agreement shall each automatically terminate in accordance with its terms. Blue Nile shall pay the Termination Fee (as defined in the BN Merger Agreement) to the Company, and shall pay the Subscriber Termination Adjustment (as defined in the Subscription and Backstop Agreement) to Mudrick Capital, in accordance with the terms of the BN Merger Agreement and Subscription and Backstop Agreement, respectively. The registration statement for the Company’s Initial Public Offering was declared effective on December 7, 2020. On December 10, 2020, the Company consummated the Initial Public Offering of 27,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $275,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,000,000 warrants (the “Sponsor Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Mudrick Capital Acquisition Holdings II LLC (the “Sponsor”) and the sale of 1,375,000 warrants (the “Jefferies Private Placement Warrants” and together with the Sponsor Private Placement Warrants, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Jefferies LLC (“Jefferies”), generating gross proceeds of $11,375,000 which is described in Note 4. On December 14, 2020, the underwriters fully exercised their over-allotment option, resulting in an additional 4,125,000 Units issued for an aggregate amount of $41,250,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 1,443,750 Private Placement Warrants at $1.00 per Private Placement Warrant, generating total proceeds of $1,443,750. Transaction costs amounted to $17,874,801, consisting of $6,325,000 in cash underwriting fees, $11,068,750 of deferred underwriting fees and $481,051 of other offering costs. Following the closing of the Initial Public Offering on December 10, 2020, and the underwriters’ full exercise of their over-allotment option on December 14, 2020, an amount of $320,993,750 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to convert all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to convert their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.15 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to convert their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other material provisions relating to stockholders’ rights or pre-business The Company has until September 10, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten a per-share The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the amount of funds deposited into the Trust Account ($10.15 per share). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Company has also recently filed a preliminary proxy statement in connection with a special meeting to be held for the purpose of voting on: (i) a proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company is required to consummate a business combination from September 10, 2022 to December 10, 2022 (the “Charter Amendment Proposal”) and (ii) a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal. Liquidity and Going Concern As of June 30, 2022, the Company had $118,964 in its operating bank accounts and working capital deficit of $6,255,772. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares, the loan of up to $300,000 from the Sponsor pursuant to the Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Note was repaid on December 10, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). There were $1,500,000 and $1,000,000 amounts outstanding under any Working Capital Loan as of June 30, 2022 and December 31, 2021, respectively. The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may but are not obligated to loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15,“Disclosures |
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 Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, 10-K/A Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiaries where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying unaudited consolidated financial statements. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates 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 had $118,964 and $138,686 of cash as of June 30, 2022 and December 31, 2021, respectively, and no cash equivalents. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 316,250,000 Less: Proceeds allocated to Public Warrants (12,036,716 ) Class A common stock issuance costs (17,177,930 ) Plus: Accretion of carrying value to redemption value 33,958,396 Class A common stock subject to possible redemption, December 31, 2021 320,993,750 Plus: Accretion of carrying value to redemption value 18,964 Class A common stock subject to possible redemption, June 30, 2022 $ 321,012,714 Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the common stock subject to possible redemption issued were initially charged to temporary equity and then accreted up to redemption value against stockholders’ equity upon the completion of the Initial Public Offering. Offering costs amounting to $17,177,930 were charged to temporary equity upon the completion of the Initial Public Offering, and $696,870 of the offering costs were related to the warrant liabilities and charged to the statements of operations. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash The fair value of the warrants issued in the Initial Public Offering has been estimated using a Monte Carlo simulation methodology as of the date of the Initial Public Offering and such warrants quoted market price as of December 31, 2021 (see Note 9). Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 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. ASC 740-270-25-2 740-270-30-5. 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 per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income per common share as the redemption value approximates fair value. The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 28,631,250 shares of Class A common stock in the aggregate. As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended June 30, 2021 Six Months Ended Six Months Ended June 30, 2021 Class A Class B Class A Class B Class A Class B Class A Class B Numerator: Allocation of net income $ 2,519,616 $ 629,904 $ (92,717,007 ) $ (23,179,252 ) $ 9,263,748 $ 2,315,937 $ (89,298,996 ) $ (22,324,749 ) Denominator: Basic and diluted 31,625,000 7,906,250 31,625,000 7,906,250 31,625,000 7,906,250 31,625,000 7,906,250 Basic and diluted net income (loss) per common share $ 0.08 $ 0.08 $ (2.93 ) $ (2.93 ) $ 0.29 $ 0.29 $ (2.82 ) $ (2.82 ) 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 Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9). 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 consolidated financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2022 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,500,000 Units at a price of $10.00 per Unit. On December 14, 2020, the underwriters fully exercised their over-allotment option, resulting in an additional 4,125,000 Units issued for an aggregate amount of $41,250,000. Each Unit consists of one share of Class A common stock and one-half |
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 and Jefferies purchased an aggregate of 11,375,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant from the Company, of which 10,000,000 Private Placement Warrants were purchased by the Sponsor and 1,375,000 Private Placement Warrants were purchased by Jefferies, in a private placement. On December 14, 2020, as a result of the underwriters’ election to fully exercise their over-allotment option, the Sponsor purchased an additional 1,237,500 Private Placement Warrants and Jefferies purchased an additional 206,250 Private Placement Warrants for a total of 1,443,750 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or $1,443,750 in the aggregate. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On August 3, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 8,625,000 shares of Class B common stock (the “Founder Shares”). In November 2020, the Sponsor returned to the Company, at no cost, an aggregate of 1,437,500 Founder Shares, which the Company cancelled. In December 2020, the Company effected a stock dividend of 0.1 shares for each Founder Share outstanding, resulting in an aggregate of 7,906,250 Founder Shares issued and outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any30-tradingday period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Support Agreement The Company has agreed, commencing on December 7, 2020, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial Business Combination or our liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2022 and 2021, the Company incurred and paid $30,000 and $60,000 in fees for these services. Advances from Related Party During 2021, the Sponsors advanced the Company an aggregate of $33,816 to fund operating expenses. The advances are non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On November 22, 2021, the Company issued an unsecured convertible promissory note (the “Sponsor Convertible Note”) to the Sponsor, pursuant to which the Company may borrow up to $2,000,000 from the Sponsor for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination. All unpaid principal under the Sponsor Convertible Note will be due and payable in full on the earlier of (i) September 10, 2022, and (ii) the consummation of a Business Combination (such earlier date, the “Maturity Date”). The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert up to $1,500,000 outstanding under the Sponsor Convertible Note into warrants to purchase shares of the Company’s Class A common stock, at a conversion price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2022 and December 31, 2021, there was $1,500,000 and $1,000,000 borrowings outstanding under the Convertible Notes, respectively. |
COMMITMENTS
COMMITMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 6. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Registration and Stockholder Rights Pursuant to a registration rights agreement entered into on December 7, 2020, the holders of the Founder Shares, Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans will be entitled to registration rights requiring the Company to register a sale of any of the securities held by them pursuant to a registration rights agreement. The holders of the majority of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have certain “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. Notwithstanding the foregoing, Jefferies may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the Initial Public Offering and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $11,068,750 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination on a one-for-one as-converted basis, 20% |
WARRANT LIABILITIES
WARRANT LIABILITIES | 6 Months Ended |
Jun. 30, 2022 | |
Warrants [Abstract] | |
WARRANTS | NOTE 8. WARRANT LIABILITIES As of June 30, 2022 and December 31, 2021, there were 15,812,500 Public Warrants outstanding. 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) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five 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 warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination or within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemptions of warrants when the price of Class A common stock equals or exceeds $18.00 • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. As of June 30, 2022 and December 31, 2021, there were 12,818,750 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, |
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 fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity At June 30, 2022, assets held in the Trust Account were comprised of $321,283,642 money market funds that primarily invest in U.S. Treasury securities at fair market value. For the three and six months ended June 30, 2022, the company did t withdraw any interest income from the Trust Account to pay franchise and income taxes. At December 31, 2021, assets held in the Trust Account were comprised of $321,039,924 money market funds that primarily invest in U.S. Treasury securities at fair market value. For the year ended December 31, 2021, the Company withdrew $35,108 of interest income from the Trust Account to pay franchise and income taxes. 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, December 31, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 321,283,642 $ 321,039,924 Liabilities: Warrant Liability – Public Warrants 1 $ 4,712,125 $ 12,175,625 Warrant Liability – Private Placement Warrants 3 $ 3,845,625 $ 9,921,713 The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Private Placement Warrants were initially and continue to be valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The following table provides quantitative information regarding Level 3 fair value measurements: June 30, December 31, Stock price $ 10.08 $ 9.94 Strike price $ 11.50 $ 11.50 Term (in years) 2.16 4.30 Volatility 9.60 % 14.10 % Risk-free rate 2.93 % 1.16 % Dividend yield 0.00 % 0.00 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Fair value as of December 31, 2021 9,921,713 Change in fair value (4,537,838 ) Fair value as of March 31, 2022 $ 5,383,875 Change in fair value (1,538,250 ) Fair value as of June 30, 2022 $ 3,845,625 Private Placement Fair value as of December 31, 2020 11,986,758 Change in fair value (2,323,922 ) Fair value as of March 31, 2021 $ 9,662,836 Change in fair value 56,662,918 Fair value as of June 30, 2021 $ 66,325,754 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels during the three and six months ended June 30, 2022 and 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review and except as set forth below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. As previously disclosed on June 13, 2022, the Company entered the BN Merger Agreement. In connection with the signing of the BN Merger Agreement and as previously disclosed, the Company also entered into the Subscription and Backstop Agreement, the Sponsor Support Agreement and the Holdings Subscription Agreement. On August 5, 2022, the Company terminated the BN Merger Agreement in accordance with the terms thereof. As a result of the termination of the BN Merger Agreement, the BN Merger Agreement will be of no further force and effect, subject to certain exceptions set forth therein, and each of the Sponsor Support Agreement, the Subscription and Backstop Agreement and the Holdings Subscription Agreement shall each automatically terminate in accordance with its terms. Blue Nile shall pay the Termination Fee (as defined in the BN Merger Agreement) to the Company, and shall pay the Subscriber Termination Adjustment (as defined in the Subscription and Backstop Agreement) to Mudrick Capital, in accordance with the terms of the BN Merger Agreement and Subscription and Backstop Agreement, respectively. The Company recently filed a preliminary proxy statement in connection with a special meeting to be held for the purpose of voting on: (i) a proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company is required to consummate a business combination from September 10, 2022 to December 10, 2022 (the “Charter Amendment Proposal”) and (ii) a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal. |
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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, 10-K/A |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiaries where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying unaudited consolidated financial statements. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates |
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 had $118,964 and $138,686 of cash as of June 30, 2022 and December 31, 2021, respectively, and no cash equivalents. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Gross proceeds $ 316,250,000 Less: Proceeds allocated to Public Warrants (12,036,716 ) Class A common stock issuance costs (17,177,930 ) Plus: Accretion of carrying value to redemption value 33,958,396 Class A common stock subject to possible redemption, December 31, 2021 320,993,750 Plus: Accretion of carrying value to redemption value 18,964 Class A common stock subject to possible redemption, June 30, 2022 $ 321,012,714 |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the common stock subject to possible redemption issued were initially charged to temporary equity and then accreted up to redemption value against stockholders’ equity upon the completion of the Initial Public Offering. Offering costs amounting to $17,177,930 were charged to temporary equity upon the completion of the Initial Public Offering, and $696,870 of the offering costs were related to the warrant liabilities and charged to the statements of operations. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Warrant Liabilities | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash The fair value of the warrants issued in the Initial Public Offering has been estimated using a Monte Carlo simulation methodology as of the date of the Initial Public Offering and such warrants quoted market price as of December 31, 2021 (see Note 9). |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 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. ASC 740-270-25-2 740-270-30-5. 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 per Common Share | Net Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income per common share as the redemption value approximates fair value. The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 28,631,250 shares of Class A common stock in the aggregate. As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended June 30, 2021 Six Months Ended Six Months Ended June 30, 2021 Class A Class B Class A Class B Class A Class B Class A Class B Numerator: Allocation of net income $ 2,519,616 $ 629,904 $ (92,717,007 ) $ (23,179,252 ) $ 9,263,748 $ 2,315,937 $ (89,298,996 ) $ (22,324,749 ) Denominator: Basic and diluted 31,625,000 7,906,250 31,625,000 7,906,250 31,625,000 7,906,250 31,625,000 7,906,250 Basic and diluted net income (loss) per common share $ 0.08 $ 0.08 $ (2.93 ) $ (2.93 ) $ 0.29 $ 0.29 $ (2.82 ) $ (2.82 ) |
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 Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9). |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary 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 consolidated balance sheets are reconciled in the following table: Gross proceeds $ 316,250,000 Less: Proceeds allocated to Public Warrants (12,036,716 ) Class A common stock issuance costs (17,177,930 ) Plus: Accretion of carrying value to redemption value 33,958,396 Class A common stock subject to possible redemption, December 31, 2021 320,993,750 Plus: Accretion of carrying value to redemption value 18,964 Class A common stock subject to possible redemption, June 30, 2022 $ 321,012,714 |
Schedule Of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended June 30, 2021 Six Months Ended Six Months Ended June 30, 2021 Class A Class B Class A Class B Class A Class B Class A Class B Numerator: Allocation of net income $ 2,519,616 $ 629,904 $ (92,717,007 ) $ (23,179,252 ) $ 9,263,748 $ 2,315,937 $ (89,298,996 ) $ (22,324,749 ) Denominator: Basic and diluted 31,625,000 7,906,250 31,625,000 7,906,250 31,625,000 7,906,250 31,625,000 7,906,250 Basic and diluted net income (loss) per common share $ 0.08 $ 0.08 $ (2.93 ) $ (2.93 ) $ 0.29 $ 0.29 $ (2.82 ) $ (2.82 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | 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, December 31, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 321,283,642 $ 321,039,924 Liabilities: Warrant Liability – Public Warrants 1 $ 4,712,125 $ 12,175,625 Warrant Liability – Private Placement Warrants 3 $ 3,845,625 $ 9,921,713 |
Summary Of Quantitative Information Regarding Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements: June 30, December 31, Stock price $ 10.08 $ 9.94 Strike price $ 11.50 $ 11.50 Term (in years) 2.16 4.30 Volatility 9.60 % 14.10 % Risk-free rate 2.93 % 1.16 % Dividend yield 0.00 % 0.00 % |
Summary Of Reconciliation Of Warrant Liabilities Measured At Fair Value | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Fair value as of December 31, 2021 9,921,713 Change in fair value (4,537,838 ) Fair value as of March 31, 2022 $ 5,383,875 Change in fair value (1,538,250 ) Fair value as of June 30, 2022 $ 3,845,625 Private Placement Fair value as of December 31, 2020 11,986,758 Change in fair value (2,323,922 ) Fair value as of March 31, 2021 $ 9,662,836 Change in fair value 56,662,918 Fair value as of June 30, 2021 $ 66,325,754 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 6 Months Ended | 12 Months Ended | |||
Dec. 14, 2020 USD ($) $ / shares shares | Dec. 10, 2020 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) item $ / shares | Dec. 31, 2021 USD ($) | Apr. 01, 2021 item | |
Subsidiary, Sale of Stock [Line Items] | |||||
Transaction Costs | $ 17,874,801 | ||||
Underwriting fees | 6,325,000 | ||||
Deferred underwriting fee payable | 11,068,750 | $ 11,068,750 | $ 11,068,750 | ||
Other offering costs | $ 481,051 | ||||
Condition for future business combination number of businesses minimum | item | 1 | ||||
Condition for future business combination use of proceeds percentage | 80 | ||||
Condition for future business combination threshold Percentage Ownership | 50 | ||||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | ||||
Redemption limit percentage without prior consent | 20 | ||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | ||||
Redemption period upon closure | 10 days | ||||
Maximum Allowed Dissolution Expenses | $ 100,000 | ||||
Operating bank accounts | 118,964,000,000 | ||||
Working capital | 6,255,772,000,000 | ||||
Number Of Subsidiaries Wholly Owned | item | 2 | ||||
Class A Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from issuance of warrants | $ 12,036,716 | ||||
Proceeds from issuance of Class B common stock to Sponsor | 316,250,000 | ||||
Working Capital Loans Warrant [Member] | Unsecured Convertible Promissory Note With Related Party [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Outstanding balance of related party debt | $ 1,500,000 | $ 1,000,000 | |||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 27,500,000 | ||||
Shares Issued, Price Per Share | $ / shares | $ 10.15 | $ 10 | $ 10.15 | ||
Payments for investment of cash in Trust Account | $ 320,993,750 | ||||
Initial Public Offering | Class A Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 27,500,000 | ||||
Shares Issued, Price Per Share | $ / shares | $ 10 | ||||
Gross proceeds from sale of units | $ 275,000,000 | ||||
Initial Public Offering | Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from issuance of Class B common stock to Sponsor | $ 25,000 | ||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||
Private Placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Exercise price of warrants | $ / shares | $ 1 | ||||
Number of warrants issued | shares | 1,443,750 | 11,375,000 | |||
Private Placement | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Exercise price of warrants | $ / shares | $ 1 | $ 11.5 | |||
Number of warrants issued | shares | 1,375,000 | ||||
Price of warrant | $ / shares | $ 1 | ||||
Proceeds from issuance of warrants | $ 11,375,000 | ||||
Private Placement | Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Exercise price of warrants | $ / shares | $ 1 | ||||
Number of warrants issued | shares | 10,000,000 | ||||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 4,125,000 | ||||
Aggregate amount for issuance of units | $ 41,250,000 | ||||
Proceeds from issuance of warrants | $ 1,443,750 | ||||
Over-allotment option | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants issued | shares | 1,237,500 |
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 | |
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | 0 | ||
Effective income tax rate reconciliation of stautory income tax rate | 21% | 21% | 21% | 21% | |
Anti-dilutive securities attributable to warrants (in shares) | 28,631,250 | ||||
Cash, FDIC insured amount | $ 250,000 | $ 250,000 | |||
Class A common stock issuance costs | 17,177,930 | ||||
offering costs were related to the warrant liabilities | 696,870 | ||||
Cash | 118,964 | 118,964 | 138,686 | ||
Cash equivlents | $ 0 | $ 0 | $ 0 | ||
Effective income tax rate | (0.19%) | 0% | (0.05%) | 0% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Class A Common Stock Subject to Possible Redemption (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Less: | |||
Class A common stock issuance costs | $ (17,177,930) | ||
Plus: | |||
Accretion of carrying value to redemption value | $ 18,964 | ||
Class A Common Stock | |||
Temporary Equity [Line Items] | |||
Gross proceeds | $ 316,250,000 | ||
Less: | |||
Proceeds allocated to Public Warrants | (12,036,716) | ||
Class A common stock issuance costs | (17,177,930) | ||
Plus: | |||
Accretion of carrying value to redemption value | 18,964 | 33,958,396 | |
Class A Common Stock Subject to Possible Redemption | $ 321,012,714 | $ 321,012,714 | $ 320,993,750 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and Diluted Net (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) | $ 3,149,520 | $ 8,430,165 | $ (115,896,259) | $ 4,272,514 | $ 11,579,685 | $ (111,623,745) |
Class A Common Stock | ||||||
Numerator: | ||||||
Allocation of net income (loss) | $ 2,519,616 | $ (92,717,007) | $ 9,263,748 | $ (89,298,996) | ||
Denominator: | ||||||
Weighted average shares outstanding, Basic | 31,625,000 | 31,625,000 | 31,625,000 | 31,625,000 | ||
Weighted average shares outstanding, Diluted | 31,625,000 | 31,625,000 | 31,625,000 | 31,625,000 | ||
Basic net income (loss) per share | $ 0.08 | $ (2.93) | $ 0.29 | $ (2.82) | ||
Diluted net income (loss) per share | $ 0.08 | $ (2.93) | $ 0.29 | $ (2.82) | ||
Class B Common Stock | ||||||
Numerator: | ||||||
Allocation of net income (loss) | $ 629,904 | $ (23,179,252) | $ 2,315,937 | $ (22,324,749) | ||
Denominator: | ||||||
Weighted average shares outstanding, Basic | 7,906,250 | 7,906,250 | 7,906,250 | 7,906,250 | ||
Weighted average shares outstanding, Diluted | 7,906,250 | 7,906,250 | 7,906,250 | 7,906,250 | ||
Basic net income (loss) per share | $ 0.08 | $ (2.93) | $ 0.29 | $ (2.82) | ||
Diluted net income (loss) per share | $ 0.08 | $ (2.93) | $ 0.29 | $ (2.82) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | Dec. 14, 2020 | Dec. 10, 2020 | Jun. 30, 2022 |
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 27,500,000 | ||
Purchase price, per unit | $ 10.15 | $ 10 | $ 10.15 |
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 1 | ||
Exercise price of warrants | $ 11.5 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 4,125,000 | ||
Aggregate amount for issuance of units | $ 41,250,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Dec. 14, 2020 | Dec. 10, 2020 | Jun. 30, 2022 |
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from issuance of warrants | $ 1,443,750 | ||
Over-allotment option | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants issued | 1,237,500 | ||
Number of shares per warrant | 206,250 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants issued | 1,443,750 | 11,375,000 | |
Exercise price of warrants | $ 1 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants issued | 1,375,000 | ||
Price of warrants | $ 1 | ||
Proceeds from issuance of warrants | $ 11,375,000 | ||
Number of shares per warrant | 1 | ||
Exercise price of warrants | $ 1 | $ 11.5 | |
Private Placement | Sponsor | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants issued | 10,000,000 | ||
Exercise price of warrants | $ 1 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - Class B Common Stock | 5 Months Ended | 6 Months Ended | ||||
Dec. 14, 2020 | Aug. 03, 2020 USD ($) | Dec. 31, 2020 shares | Jun. 30, 2022 item $ / shares shares | Dec. 31, 2021 shares | Nov. 30, 2020 shares | |
Related Party Transaction [Line Items] | ||||||
Stock dividend (in shares) | 0.1 | |||||
Common Stock, Shares, Issued | 7,906,250 | 7,906,250 | 7,906,250 | |||
Common Stock, Shares, Outstanding | 7,906,250 | 7,906,250 | 7,906,250 | |||
Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from issuance of Class B common stock to Sponsor | $ | $ 25,000 | |||||
Shares surrendered | 1,437,500 | |||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item | 20 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item | 30 | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
Over-allotment option | ||||||
Related Party Transaction [Line Items] | ||||||
Shares subject to forfeiture | 8,625,000 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Dec. 07, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Nov. 22, 2021 | |
Related Party Transaction [Line Items] | |||||
Advances from related party | $ 0 | $ 9,883 | $ 33,816 | ||
Working capital loans warrant | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Price of warrant | $ 1 | ||||
Working Capital Loans Convertible Into Equity Warrants | $ 1,500,000 | ||||
Administrative Support Agreement | |||||
Related Party Transaction [Line Items] | |||||
Expenses per month | $ 10,000 | ||||
Expenses incurred and paid | 30,000 | $ 60,000 | |||
Related Party Loans | Working capital loans warrant | |||||
Related Party Transaction [Line Items] | |||||
Loan conversion agreement warrant | $ 1,500,000 | ||||
Price of warrant | $ 1 | ||||
Unsecured Convertible Promissory Note With Related Party Member | |||||
Related Party Transaction [Line Items] | |||||
Outstanding balance of related party debt | $ 1,500,000 | $ 1,000,000 | |||
Unsecured Convertible Promissory Note With Related Party Member | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity of related party promissory note | $ 2,000,000 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Jun. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 14, 2020 USD ($) | Dec. 07, 2020 item |
Maximum number of demands for registration of securities | item | 3 | |||
Deferred fee per unit | $ / shares | $ 0.35 | |||
Deferred underwriting fee payable | $ | $ 11,068,750 | $ 11,068,750 | $ 11,068,750 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Stockholders' Equity Note [Abstract] | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Shares (Details) | 6 Months Ended | ||
Jun. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 shares | |
Class of Stock [Line Items] | |||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | ||
Common shares, shares issued (in shares) | 31,625,000 | 31,625,000 | |
Common shares, shares outstanding (in shares) | 31,625,000 | 31,625,000 | |
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | ||
Common shares, shares issued (in shares) | 7,906,250 | 7,906,250 | 7,906,250 |
Common shares, shares outstanding (in shares) | 7,906,250 | 7,906,250 | 7,906,250 |
WARRANT LIABILITIES - Additiona
WARRANT LIABILITIES - Additional Information (Details) | 6 Months Ended | |
Jun. 30, 2022 Day $ / shares shares | Dec. 31, 2021 shares | |
Class of Warrant or Right [Line Items] | ||
Maximum period after business combination in which to file registration statement | 15 days | |
Period of time within which registration statement is expected to become effective | 60 days | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise period condition one | 30 days | |
Warrant exercise period condition two | 12 months | |
Public Warrants expiration term | 5 years | |
Warrant redemption condition minimum share price | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | Day | 20 | |
Threshold consecutive trading days for redemption of public warrants | Day | 30 | |
Share price trigger used to measure dilution of warrant | $ 9.2 | |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | |
Trading period after business combination used to measure dilution of warrant | 20 | |
Warrant exercise price adjustment multiple | 115 | |
Warrant redemption price adjustment multiple | 180 | |
Restrictions on transfer period of time after business combination completion | 30 days | |
Warrants Outstanding | shares | 15,812,500 | 15,812,500 |
Private Placement Warrants Member [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding | shares | 12,818,750 | 12,818,750 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Assets: | ||||
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount | $ 0 | $ 0 | $ 0 | |
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount | 0 | 0 | $ 0 | |
Assets Held In Trust Account | 321,283,642 | 321,283,642 | $ 321,039,924 | |
Liabilities: | ||||
Payment of franchise and income taxes through cash withdrawal from trust account | 0 | 0 | 35,108 | |
Money Market Funds [Member] | ||||
Assets: | ||||
Assets Held In Trust Account | 321,283,642 | 321,283,642 | 321,039,924 | |
Level 1 | Recurring | ||||
Assets: | ||||
Assets Held In Trust Account | 321,283,642 | 321,283,642 | 321,039,924 | |
Liabilities: | ||||
Warrant Liability – Public Warrants | 4,712,125 | 4,712,125 | 12,175,625 | |
Level 3 | Recurring | ||||
Liabilities: | ||||
Warrant Liability – Private Placement Warrants | $ 3,845,625 | $ 3,845,625 | $ 9,921,713 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary Of Quantitative Information Regarding Fair Value Measurements (Details) - Level 3 - $ / shares | 6 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2022 | |
Measurement Input, Share Price [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Stock price | $ 9.94 | $ 10.08 |
Measurement Input, Exercise Price [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Strike price | $ 11.5 | $ 11.5 |
Measurement Input, Expected Term [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Term (in years) | 4 years 3 months 18 days | 2 years 1 month 28 days |
Measurement Input, Price Volatility [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Volatility | 14.10% | 9.60% |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Risk-free rate | 1.16% | 2.93% |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Dividend yield | 0% | 0% |
FAIR VALUE MEASUREMENTS - Sum_2
FAIR VALUE MEASUREMENTS - Summary Of Reconciliation Of Warrant Liabilities Measured At Fair Value (Details) - Level 3 - USD ($) | 3 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value, beginning balance | $ 5,383,875 | $ 9,921,713 | $ 9,662,836 | $ 11,986,758 |
Change in fair value | (1,538,250) | (4,537,838) | 56,662,918 | (2,323,922) |
Fair value, ending balance | $ 3,845,625 | $ 5,383,875 | $ 66,325,754 | $ 9,662,836 |