Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity File Number | 001-39642 | |
Entity Registrant Name | KINS TECHNOLOGY GROUP INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2104918 | |
Entity Address, Address Line One | Four Palo Alto Square, Suite 200 | |
Entity Address, Address Line Two | 3000 El Camino Real | |
Entity Address, City or Town | Palo Alto | |
Entity Address State Or Province | CA | |
Entity Address, Postal Zip Code | 94306 | |
City Area Code | 650 | |
Local Phone Number | 575-4456 | |
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 | 0001820875 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Units, each consisting of one share of Class A common stock and one-half of one redeemable 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 | KINZU | |
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 | KINZ | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 27,600,000 | |
Redeemable 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 $11.50 | |
Trading Symbol | KINZW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,900,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 391,097 | $ 406,126 |
Prepaid expenses | 50,667 | 126,667 |
Total Current Assets | 441,764 | 532,793 |
Cash and Investments held in Trust Account | 278,778,904 | 278,836,080 |
TOTAL ASSETS | 279,220,668 | 279,368,873 |
Current liabilities | ||
Accrued expenses | 918,968 | 767,253 |
Total current liabilities | 918,968 | 767,253 |
Derivative liabilities | 3,107,280 | 11,275,369 |
Deferred underwriting fee payable | 9,660,000 | 9,660,000 |
TOTAL LIABILITIES | 13,686,248 | 21,702,622 |
Commitments and Contingencies | ||
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 2,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (13,226,270) | (21,094,439) |
Total Stockholders' Deficit | (13,225,580) | (21,093,749) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 279,220,668 | 279,368,873 |
Class A Common Stock Subject to Redemption | ||
Current liabilities | ||
Class A common stock subject to possible redemption 27,600,000 shares at $10.10 per share redemption value as of March 31, 2022 and December 31, 2021 | 278,760,000 | 278,760,000 |
Class B Common Stock | ||
Stockholders' Deficit | ||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding at March 31, 2022 and December 31, 2021 | $ 690 | $ 690 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock Subject to Redemption | ||
Temporary equity, shares outstanding | 27,600,000 | 27,600,000 |
Purchase price, per unit | $ 10.10 | $ 10.10 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 6,900,000 | 6,900,000 |
Common shares, shares outstanding | 6,900,000 | 6,900,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating and formation costs | $ 323,252 | $ 397,205 |
Loss from operations | (323,252) | (397,205) |
Other income: | ||
Interest earned on cash and investments held in Trust Account | 23,324 | 46,112 |
Interest income - bank | 8 | 24 |
Change in fair value of derivative liabilities | 8,168,089 | 6,260,800 |
Total other income | 8,191,421 | 6,306,936 |
Net income | $ 7,868,169 | $ 5,909,731 |
Class A Common Stock | ||
Other income: | ||
Weighted Average Number of Shares Outstanding, Basic | 27,600,000 | 27,600,000 |
Weighted average shares outstanding, diluted (in shares) | 27,600,000 | 27,600,000 |
Basic net income per common share (in dollars per share) | $ 0.23 | $ 0.17 |
Diluted net income per common share (in dollars per share) | $ 0.23 | $ 0.17 |
Class B Common Stock | ||
Other income: | ||
Weighted Average Number of Shares Outstanding, Basic | 6,900,000 | 6,900,000 |
Weighted average shares outstanding, diluted (in shares) | 6,900,000 | 6,900,000 |
Basic net income per common share (in dollars per share) | $ 0.23 | $ 0.17 |
Diluted net income per common share (in dollars per share) | $ 0.23 | $ 0.17 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT - USD ($) | Class A Common StockCommon Stock | Class B Common StockCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2020 | $ 0 | $ 690 | $ 0 | $ (30,302,323) | $ (30,301,633) |
Balance at the beginning (in shares) at Dec. 31, 2020 | 0 | 6,900,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 5,909,731 | 5,909,731 | |||
Balance at the end at Mar. 31, 2021 | $ 0 | $ 690 | 0 | (24,392,592) | (24,391,902) |
Balance at the end (in shares) at Mar. 31, 2021 | 0 | 6,900,000 | |||
Balance at the beginning at Dec. 31, 2021 | $ 0 | $ 690 | 0 | (21,094,439) | (21,093,749) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 6,900,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 7,868,169 | 7,868,169 | |||
Balance at the end at Mar. 31, 2022 | $ 0 | $ 690 | $ 0 | $ (13,226,270) | $ (13,225,580) |
Balance at the end (in shares) at Mar. 31, 2022 | 0 | 6,900,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net Income | $ 7,868,169 | $ 5,909,731 |
Adjustments to reconcile Net Income to Net Cash used in Operating Activities: | ||
Change in Fair Value of Derivative Liabilities | (8,168,089) | (6,260,800) |
Interest Earned on Cash and Investments held in Trust Account | (23,324) | (46,112) |
Changes in Operating Assets and Liabilities: | ||
Prepaid Expenses | 76,000 | 24,868 |
Accounts Payable and Accrued Expenses | 151,715 | 131,776 |
Net Cash used in Operating Activities | (95,529) | (240,537) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account to pay franchise tax | 80,500 | |
Net cash provided by investing activities | 80,500 | |
Net Change in Cash | (15,029) | (240,537) |
Cash - Beginning of period | 406,126 | 1,019,026 |
Cash - End of period | $ 391,097 | $ 778,489 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS. | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS KINS Technology Group Inc. (the “Company”) was incorporated in Delaware on July 20, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector 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 March 31, 2022, the Company had not commenced any operations. All activity for the period from July 20, 2020 (inception) through March 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering became effective on December 14, 2020. On December 17, 2020, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,280,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to KINS Capital LLC (the “Sponsor”) and certain funds and accounts managed by BlackRock, Inc. (the “Direct Anchor Investors” and which the Direct Anchor Investors, together with the Sponsor, are the “initial stockholders”), generating gross proceeds of $10,280,000,which is described in Note 4. Transaction costs incurred amounted to $15,688,848, consisting of $5,520,000 in cash underwriting fees, $9,660,000 of deferred underwriting fees and $508,848 of other offering costs. Following the closing of the Initial Public Offering on December 17, 2020, an amount of $278,760,000 ($10.10 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 certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. 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 must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). 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 redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions 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 applicable law or stock exchange listing requirements 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 applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the 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 redeem 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 will provide 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 allow redemptions 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 provision relating to stockholders’ rights or pre-Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company has not completed a Business Combination by June 17, 2022 or during any extended time that the Company has to consummate a Business Combination beyond June 17, 2022 as a result of a stockholder vote to amend its certificate of incorporation (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 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 $10.10 per Unit. 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) $10.10 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 $10.10 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. Going Concern and Liquidity As of March 31, 2022, the Company had $391,097 in its operating bank accounts and working capital deficit of $534,380. 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, unsecured, non-interest bearing promissory note of up to $300,000 from the Sponsor, and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Note was repaid subsequent to the Initial Public Offering. 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. As of March 31, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until June 17, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these financial statements. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 17, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business 46 combination by June 17, 2022. In addition, the Company may need to raise additional capital through loans or additional investments from our Sponsor, stockholders, officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through the liquidation date of June 17, 2022. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 30, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed 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 liabilities. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of six months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 or December 31, 2021. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 27,600,000 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 condensed balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital (to the extent available) and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A common stock reflected in the condensed consolidated balance sheet are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (10,626,000) Class A common stock issuance costs (15,239,420) Plus: Accretion of carrying value to redemption value 28,625,420 Class A common stock subject to possible redemption $ 278,760,000 Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity. Offering costs incurred amounted to $15,688,848, consisting of $5,520,000 in cash underwriting fees, $9,660,000 of deferred underwriting fees and $508,848 of other offering costs, of which $15,239,420 was charged to temporary equity and $449,428 was allocated to the warrant liability and expensed through the statements of operations. Derivative Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, 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 capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value of the Warrants (as defined below) as of each relevant date. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 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 is subject to income tax examinations by major taxing authorities since inception. Net Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per 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 24,080,000 shares of Class A common stock in the aggregate. As of March 31, 2022 and 2021, the Company did not have any other 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 March 31, 2022 2021 Class A Class B Class A Class B Numerator: Allocation of net income, as adjusted $ 6,294,535 $ 1,573,634 $ 4,727,785 $ 1,181,946 Denominator: Basic and diluted weighted average stock outstanding 27,600,000 6,900,000 27,600,000 6,900,000 Basic and diluted net income per common stock $ 0.23 $ 0.23 $ 0.17 $ 0.17 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts 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 these accounts 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 Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except the derivative warrant liabilities (see Note 9). Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 as of January 1, 2021 and the adoption did not have an impact on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2022 | |
PUBLIC OFFERING | |
PUBLIC OFFERING | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Mar. 31, 2022 | |
PRIVATE PLACEMENT. | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and the Direct Anchor Investors purchased an aggregate of 10,280,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $10,280,000. 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 PARTIES
RELATED PARTIES | 3 Months Ended |
Mar. 31, 2022 | |
RELATED PARTIES | |
RELATED PARTIES | NOTE 5. RELATED PARTIES Founder Shares On July 27, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock (the “Founder Shares”). In October 2020, the Sponsor forfeited 625,000 Founder Shares and the Direct Anchor Investors purchased 625,000 Founder Shares for an aggregate purchase price of $2,717, or approximately $0.004 per share. In December 2020, the Company effected a 1:1.2 stock split of its Class B common stock, resulting in the Sponsor holding an aggregate of 6,150,000 Founder Shares, the Direct Anchor Investors holding an aggregate of 750,000 Founder Shares and there being an aggregate of 6,900,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 900,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The initial stockholders have 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 any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on December 15, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $20,000 per month for office space, utilities and secretarial and administrative support. For the three months ended March 31, 2022 and 2021, the Company incurred and paid $60,000 in fees for these services. 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. As of March 31, 2022 and December 31, 2021, there were no amounts outstanding under the Working Capital Loans. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 Rights Pursuant to a registration rights agreement entered into on December 14, 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 pursuant to a registration rights agreement. The holders of at least 30% in interest of these securities will be entitled to make up to three demands, excluding short form registration demands, that we 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 subsequent to the completion of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or up to $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 3 Months Ended |
Mar. 31, 2022 | |
STOCKHOLDERS' DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — Class A Common Stock Class B Common Stock Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. 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 our 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, or earlier at the option of the holder (except for any Founder Shares held by the Direct Anchor Investors who have agreed not to effect a conversion with respect to such Founder Shares until the consummation of the initial Business Combination), on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination (including pursuant to a specified future issuance), the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including pursuant to a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued or issuable to any seller in a Business Combination). |
DERIVATIVE WARRANT LIABILITIES
DERIVATIVE WARRANT LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
DERIVATIVE WARRANT LIABILITIES | |
DERIVATIVE LIABILITY | NOTE 8. DERIVATIVE WARRANT LIABILITIES As of March 31, 2022 and December 31, 2021, there were 13,800,000 Public Warrants outstanding and 10,280,000 Private Placement 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 covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a 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 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but we will be required to use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. 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 warrant; ● upon not less than 30 days ’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and ● if, and only if, the reported last sale price of the Company’s 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 day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. 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. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and ● if, and only if, the reported last sale price of the Company’s 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 day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. 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. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ● in whole and not in part; ● at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock determined based on the redemption date and the “fair market value” of the Company’s Class A common stock; ● upon a minimum of 30 days ’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30 -day period after the written notice of redemption is given. 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, and the $10.00 per share redemption trigger price will be adjusted will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. As of March 31, 2022 and December 31, 2021 there were 10,280,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable 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, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
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 in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion of premiums or discounts. At March 31, 2022, assets held in the Trust Account were comprised of $398 in cash and $278,778,506 in money market funds, respectively. Through March 31, 2022, the Company withdrew $80,500 of 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 $898 in cash and $278,835,182 in money market funds, respectively. Through December 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Gross Amortized Holding Held-To-Maturity Level Cost Gain Fair Value December 31, 2021 Money Market Funds 1 $ — $ — $ 278,835,182 March 31, 2022 Money Market Funds 1 $ — $ — $ 278,778,506 The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, December 31, Description Level 2022 Level 2021 Liabilities: Warrant Liabilities – Public Warrants 1 $ 1,780,750 1 $ 6,461,798 Warrant Liabilities – Private Placement Warrants 2 $ 1,326,530 2 $ 4,813,571 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the accompanying March 31, 2022 and December 31, 2021 condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. The Warrants are measured at fair value on a recurring basis. The Public Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the binomial lattice methodology. As of March 31, 2022, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The Private Placement Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the binomial lattice methodology, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of our common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units is classified as Level 2 due to the use of an observable market quote for a similar asset in an active market, as the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants. The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ 9,354,800 $ 12,558,000 $ 21,912,800 Change in fair value (2,672,800) (3,588,000) (1,685,600) Transfer to Level 1 — (8,970,000) (8,970,000) Transfer to Level 2 (6,682,000) — (6,682,000) Fair value as of March 31, 2021 $ — $ — $ — Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was approximately $9.0 million, when the Public Warrants were separately listed and traded and approximately $6.7 million was transferred from a level 3 to a level 2 fair value measurement. There were no transfers during the three months ended March 31, 2022. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the March 31, 2022 up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 30, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. |
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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the condensed 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 liabilities. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of six months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 or December 31, 2021. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 27,600,000 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 condensed balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital (to the extent available) and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A common stock reflected in the condensed consolidated balance sheet are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (10,626,000) Class A common stock issuance costs (15,239,420) Plus: Accretion of carrying value to redemption value 28,625,420 Class A common stock subject to possible redemption $ 278,760,000 |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity. Offering costs incurred amounted to $15,688,848, consisting of $5,520,000 in cash underwriting fees, $9,660,000 of deferred underwriting fees and $508,848 of other offering costs, of which $15,239,420 was charged to temporary equity and $449,428 was allocated to the warrant liability and expensed through the statements of operations. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, 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 capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value of the Warrants (as defined below) as of each relevant date. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 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 is subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) per Common Share | Net Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per 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 24,080,000 shares of Class A common stock in the aggregate. As of March 31, 2022 and 2021, the Company did not have any other 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 March 31, 2022 2021 Class A Class B Class A Class B Numerator: Allocation of net income, as adjusted $ 6,294,535 $ 1,573,634 $ 4,727,785 $ 1,181,946 Denominator: Basic and diluted weighted average stock outstanding 27,600,000 6,900,000 27,600,000 6,900,000 Basic and diluted net income per common stock $ 0.23 $ 0.23 $ 0.17 $ 0.17 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts 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 these accounts 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 Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except the derivative warrant liabilities (see Note 9). |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 as of January 1, 2021 and the adoption did not have an impact on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. | |
Schedule of reconciliation of Class A ordinary shares reflected in the condensed balance sheet | Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (10,626,000) Class A common stock issuance costs (15,239,420) Plus: Accretion of carrying value to redemption value 28,625,420 Class A common stock subject to possible redemption $ 278,760,000 |
Reconciliation of Net Loss per Common Share | Three Months Ended March 31, 2022 2021 Class A Class B Class A Class B Numerator: Allocation of net income, as adjusted $ 6,294,535 $ 1,573,634 $ 4,727,785 $ 1,181,946 Denominator: Basic and diluted weighted average stock outstanding 27,600,000 6,900,000 27,600,000 6,900,000 Basic and diluted net income per common stock $ 0.23 $ 0.23 $ 0.17 $ 0.17 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
Summary of assets measured at fair value on a recurring basis | Gross Amortized Holding Held-To-Maturity Level Cost Gain Fair Value December 31, 2021 Money Market Funds 1 $ — $ — $ 278,835,182 March 31, 2022 Money Market Funds 1 $ — $ — $ 278,778,506 |
Schedule of company's liabilities that are measured at fair value on a recurring basis | March 31, December 31, Description Level 2022 Level 2021 Liabilities: Warrant Liabilities – Public Warrants 1 $ 1,780,750 1 $ 6,461,798 Warrant Liabilities – Private Placement Warrants 2 $ 1,326,530 2 $ 4,813,571 |
Schedule of change in the fair value of the Level 3 warrant liabilities | Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ 9,354,800 $ 12,558,000 $ 21,912,800 Change in fair value (2,672,800) (3,588,000) (1,685,600) Transfer to Level 1 — (8,970,000) (8,970,000) Transfer to Level 2 (6,682,000) — (6,682,000) Fair value as of March 31, 2021 $ — $ — $ — |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Dec. 17, 2020USD ($)$ / sharesshares | Jul. 20, 2020item | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||
Condition for future business combination number of businesses minimum | item | 1 | |||
Transaction Costs | $ 15,688,848 | |||
Underwriting fees | 5,520,000 | |||
Deferred Underwriting Fee Payable. | 9,660,000 | $ 9,660,000 | $ 9,660,000 | |
Other offering costs | $ 508,848 | |||
Cash held outside the Trust Account | $ 391,097 | |||
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account | 80.00% | |||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | |||
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | |||
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent | 20.00% | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||
Threshold business days for redemption of public shares | 10 days | |||
Maximum net interest to pay dissolution expenses | $ 100,000 | |||
Cash operating bank account | 391,097 | |||
Working capital | 534,380 | |||
Proceeds from promissory note, related party | 300,000 | |||
Sponsor | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Aggregate purchase price | $ 25,000 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | shares | 27,600,000 | 27,600,000 | ||
Purchase price, per unit | $ / shares | $ 10.10 | |||
Proceeds from issuance initial public offering | $ 276,000,000 | |||
Payments for investment on cash in Trust Account | $ 278,760,000 | |||
Private Placement | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants issued | shares | 10,280,000 | |||
Exercise price of warrants | $ / shares | $ 11.50 | |||
Proceeds from sale of Private Placement Warrants | $ 10,280,000 | $ 10,280,000 | ||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | shares | 3,600,000 | 3,600,000 | ||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||
Over-allotment option | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Exercise price of warrants | $ / shares | $ 1 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Common Stock Subject to Possible Redemption (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Gross proceeds | $ 276,000,000 | |
Proceeds allocated to Public Warrants | (10,626,000) | |
Class A common stock issuance costs | (15,239,420) | |
Accretion of carrying value to redemption value | $ 28,625,420 | |
Class A Common Stock Subject to Redemption | ||
Class A common stock subject to possible redemption | 27,600,000 | 27,600,000 |
Class A common stock subject to possible redemption | $ 278,760,000 | $ 278,760,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 17, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. | |||
Transaction Costs | $ 15,688,848 | ||
Underwriting fees | 5,520,000 | ||
Deferred underwriting fee payable | 9,660,000 | $ 9,660,000 | $ 9,660,000 |
Other offering costs | 508,848 | ||
charged to temporary equity | 15,239,420 | ||
Offering cost expense | $ 449,428 | ||
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 | |
Federal Deposit Insurance Corporation coverage limit | $ 250,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) per Common Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Class A Common Stock | ||
Number of warrants to purchase shares issued | 24,080,000 | |
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 6,294,535 | $ 4,727,785 |
Denominator: | ||
Basic weighted average shares outstanding (in shares) | 27,600,000 | 27,600,000 |
Diluted weighted average shares outstanding (in shares) | 27,600,000 | 27,600,000 |
Basic net income per common shares (in dollar per share) | $ 0.23 | $ 0.17 |
Diluted net income per common shares (in dollar per share) | $ 0.23 | $ 0.17 |
Class B Common Stock | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 1,573,634 | $ 1,181,946 |
Denominator: | ||
Basic weighted average shares outstanding (in shares) | 6,900,000 | 6,900,000 |
Diluted weighted average shares outstanding (in shares) | 6,900,000 | 6,900,000 |
Basic net income per common shares (in dollar per share) | $ 0.23 | $ 0.17 |
Diluted net income per common shares (in dollar per share) | $ 0.23 | $ 0.17 |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - $ / shares | Dec. 17, 2020 | Mar. 31, 2022 |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 27,600,000 | 27,600,000 |
Purchase price, per unit | $ 10.10 | |
Initial Public Offering | Class A Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Initial Public Offering | Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants in a unit | 0.5 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 3,600,000 | 3,600,000 |
Purchase price, per unit | $ 10 | $ 10 |
Over-allotment option | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Exercise price of warrants | $ 1 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - Private Placement - Private Placement Warrants - USD ($) | Dec. 17, 2020 | Mar. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 10,280,000 | |
Price of warrants | $ 1 | |
Aggregate purchase price | $ 10,280,000 | $ 10,280,000 |
Number of shares per warrant | 1 | |
Exercise price of warrant | $ 11.50 |
RELATED PARTIES - Founder Share
RELATED PARTIES - Founder Shares (Details) | Jul. 27, 2020USD ($)shares | Dec. 31, 2020shares | Oct. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares |
Sponsor | ||||
RELATED PARTIES [Line Items] | ||||
Aggregate purchase price | $ | $ 25,000 | |||
Founder Shares | ||||
RELATED PARTIES [Line Items] | ||||
Number of shares issued | 625,000 | |||
Aggregate number of shares owned | 6,900,000 | |||
Founder Shares | Class B Common Stock | ||||
RELATED PARTIES [Line Items] | ||||
Stock split | 1.2 | |||
Founder Shares | Sponsor | ||||
RELATED PARTIES [Line Items] | ||||
Shares subject to forfeiture | 625,000 | |||
Aggregate number of shares owned | 6,150,000 | |||
Founder Shares | Sponsor | Class B Common Stock | ||||
RELATED PARTIES [Line Items] | ||||
Aggregate purchase price | $ | $ 25,000 | $ 2,717 | ||
Number of shares issued | 5,750,000 | |||
Shares subject to forfeiture | 900,000 | |||
Share price | $ / shares | $ 0.004 | |||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||
Restrictions on transfer period of time after business combination completion | 1 year | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||
Founder Shares | Direct Anchor | ||||
RELATED PARTIES [Line Items] | ||||
Aggregate number of shares owned | 750,000 | |||
Over-allotment option | Founder Shares | ||||
RELATED PARTIES [Line Items] | ||||
Shares subject to forfeiture | 0 |
RELATED PARTIES - Additional In
RELATED PARTIES - Additional Information (Details) - USD ($) | Dec. 15, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Related Party Loans | ||||
RELATED PARTIES [Line Items] | ||||
Loan conversion agreement warrant | $ 1,500,000 | |||
Price of warrant | $ 1 | |||
Related Party Loans | Working capital loans warrant | ||||
RELATED PARTIES [Line Items] | ||||
Outstanding balance of related party note | $ 0 | $ 0 | ||
Sponsor | Administrative Services Agreement | ||||
RELATED PARTIES [Line Items] | ||||
Expenses per month | $ 20,000 | |||
Expenses incurred and paid | $ 60,000 | $ 60,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 14, 2020item | Mar. 31, 2022USD ($)$ / shares | Dec. 31, 2021USD ($) | Dec. 17, 2020USD ($) |
COMMITMENTS AND CONTINGENCIES | ||||
Minimum percentage of founder share holders entitled to make demands | 30.00% | |||
Maximum number of demands for registration of securities | item | 3 | |||
Deferred fee per unit | $ / shares | $ 0.35 | |||
Deferred Underwriting Fee Payable. | $ | $ 9,660,000 | $ 9,660,000 | $ 9,660,000 |
STOCKHOLDERS' DEFICIT - Preferr
STOCKHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
STOCKHOLDERS' DEFICIT | ||
Preferred shares, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
STOCKHOLDERS' DEFICIT - Common
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details) | 3 Months Ended | |
Mar. 31, 2022Vote$ / sharesshares | Dec. 31, 2021$ / sharesshares | |
Class of Stock [Line Items] | ||
Ratio to be applied to the stock in the conversion | 20.00% | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 100,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 27,600,000 | 27,600,000 |
Common shares, shares outstanding (in shares) | 27,600,000 | 27,600,000 |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
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) | 6,900,000 | 6,900,000 |
Common shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 |
Number of Class A common stock issued upon conversion of each share (in shares) | 1 |
DERIVATIVE WARRANT LIABILITIES
DERIVATIVE WARRANT LIABILITIES (Details) | 3 Months Ended | |
Mar. 31, 2022item$ / sharesshares | Dec. 31, 2021shares | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Warrants | ||
Class of Warrant or Right [Line Items] | ||
Maximum period after business combination in which to file registration statement | 20 days | |
Period of time within which registration statement is expected to become effective | 60 days | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | shares | 10,280,000 | 10,280,000 |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | shares | 13,800,000 | 13,800,000 |
Warrant exercise period condition one | 30 days | |
Warrant exercise period condition two | 12 months | |
Public Warrants expiration term | 5 years | |
Share price trigger used to measure dilution of warrant | $ 9.20 | |
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 days | |
Warrant exercise price adjustment multiple | 115 | |
Warrant redemption price adjustment multiple | 180 | |
Restrictions on transfer period of time after business combination completion | 30 days | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Warrant redemption condition minimum share price | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | 30 days | |
Threshold number of business days before sending notice of redemption to warrant holders | item | 3 | |
Redemption period | 30 days | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Warrant redemption condition minimum share price | $ 18 | |
Warrant redemption condition minimum share price scenario two | 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | 30 days | |
Redemption period | 30 days |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Assets: | ||
Assets held in trust account | $ 278,778,904 | $ 278,836,080 |
Cash withdrawn from Trust Account to pay franchise tax | 80,500 | |
Cash | ||
Assets: | ||
Assets held in trust account | 398 | 898 |
Money Market Funds | ||
Assets: | ||
Assets held in trust account | 278,778,506 | 278,835,182 |
Level 1 | Recurring | Public Warrants | ||
Liabilities: | ||
Warrant liability | 1,780,750 | |
Level 1 | U.S. Treasury securities | Recurring | ||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | ||
Fair Value | 278,835,182 | |
Level 1 | Money Market Funds | Recurring | ||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | ||
Fair Value | 278,778,506 | |
Level 2 | Recurring | Private Placement Warrants | ||
Liabilities: | ||
Warrant liability | $ 1,326,530 | |
Level 3 | Recurring | Public Warrants | ||
Liabilities: | ||
Warrant liability | 6,461,798 | |
Level 3 | Recurring | Private Placement Warrants | ||
Liabilities: | ||
Warrant liability | $ 4,813,571 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes in the fair value of Level 3 warrant liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Transfers into Level 3 | $ 0 | |
Transfers out of Level 3 | 0 | |
Level 3 | Public Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Transfer to Level 1 | $ 9,000,000 | |
Level 3 | Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Transfer to Level 2 | 6,700,000 | |
Recurring | Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value as of December 31, 2020 | 21,912,800 | |
Change in fair value | (1,685,600) | |
Transfer to Level 1 | (8,970,000) | |
Transfer to Level 2 | (6,682,000) | |
Fair value as of September 30, 2021 | 21,912,800 | |
Recurring | Level 3 | Public Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value as of December 31, 2020 | 12,558,000 | |
Change in fair value | (3,588,000) | |
Transfer to Level 1 | (8,970,000) | |
Fair value as of September 30, 2021 | 12,558,000 | |
Recurring | Level 3 | Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value as of December 31, 2020 | 9,354,800 | |
Change in fair value | (2,672,800) | |
Transfer to Level 2 | $ (6,682,000) | |
Fair value as of September 30, 2021 | $ 9,354,800 |