Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 09, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-39857 | ||
Entity Registrant Name | Empowerment & Inclusion Capital I Corp. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 13-4055608 | ||
Entity Address, Address Line One | 340 Madison Avenue | ||
Entity Address, City or Town | New York | ||
Entity Address State Or Province | NY | ||
Entity Address, Postal Zip Code | 10173 | ||
City Area Code | 212 | ||
Local Phone Number | 468-8655 | ||
Title of 12(g) Security | None | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Public Float | $ 267.5 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001825720 | ||
Amendment Flag | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Ex Transition Period | false | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | New York, New York | ||
Auditor Firm ID | 100 | ||
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 | EPWR.U | ||
Security Exchange Name | NYSE | ||
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 | EPWR | ||
Security Exchange Name | NYSE | ||
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 $11.50 per share | ||
Trading Symbol | EPWR.WS | ||
Security Exchange Name | NYSE | ||
Class B common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,900,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 98,035 | $ 0 |
Prepaid expenses | 532,138 | 0 |
Total current assets | 630,173 | 0 |
Deferred offering costs | 636,383 | |
Investments held in Trust Account | 276,026,697 | 0 |
TOTAL ASSETS | 276,656,870 | 636,383 |
Current liabilities | ||
Accrued expenses | 473,362 | 3,936 |
Accrued offering costs | 500,000 | |
Promissory Notes - related party | 116,383 | |
Total current liabilities | 473,362 | 620,319 |
Working Capital Promissory Notes | 169,000 | 0 |
Deferred underwriting fee payable | 9,660,000 | 0 |
Warrant liability | 10,660,000 | 0 |
Total liabilities | 20,962,362 | 620,319 |
Commitments and contingencies | ||
Class A common stock subject to possible redemption 27,600,000 and no shares at $10.00 per share at December 31, 2021 and 2020, respectively | 276,000,000 | 0 |
Stockholders' (deficit) equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Stock subscription receivable from stockholders | (5,000) | (5,000) |
Additional paid-in capital | 24,310 | |
Accumulated deficit | (20,301,182) | (3,936) |
Total stockholders' (deficit) equity | (20,305,492) | 16,064 |
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' (DEFICIT) EQUITY | 276,656,870 | 636,383 |
Class B common stock | ||
Stockholders' (deficit) equity | ||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding at December 31, 2021 and 2020 | $ 690 | $ 690 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A common stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 0 | |
Common shares, shares outstanding | 0 | |
Class A common stock subject to redemption | ||
Temporary equity, shares outstanding | 27,600,000 | 0 |
Shares subject to possible redemption, per share | $ 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 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating and formation costs | $ 1,098,067 | $ 3,936 |
Loss from operations | (1,098,067) | (3,936) |
Other income (expense): | ||
Interest earned on investments held in Trust Account | 26,697 | 0 |
Transaction costs attributable to Warrant liabilities | (633,329) | 0 |
Change in fair value of Warrant liabilities | (5,330,000) | 0 |
Change in fair value of Working Capital Promissory Notes | 206,000 | 0 |
Total other income, net | 4,929,368 | 0 |
Net income (loss) | $ 3,831,301 | $ (3,936) |
Class A common stock | ||
Other income (expense): | ||
Weighted average shares outstanding, basic | 26,768,219 | 0 |
Weighted average shares outstanding, diluted | 26,768,219 | 0 |
Basic net income (loss) per share | $ 0.11 | $ 0 |
Diluted net income (loss) per common share | $ 0.11 | $ 0 |
Class B common stock | ||
Other income (expense): | ||
Weighted average shares outstanding, basic | 6,870,411 | 2,705,410 |
Weighted average shares outstanding, diluted | 6,900,000 | 2,705,410 |
Basic net income (loss) per share | $ 0.11 | $ 0 |
Diluted net income (loss) per common share | $ 0.11 | $ 0 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) | Class B common stockCommon Stock | Additional Paid-in Capital | Stock Subscription Receivable from stockholder | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2019 | $ 138 | $ 4,862 | $ (5,000) | $ 0 | $ 0 |
Balance at the beginning (in shares) at Dec. 31, 2019 | 1,380,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B common stock to Sponsor (in shares) | 5,250,000 | ||||
Issuance of Class B common stock to Sponsor | $ 552 | 19,448 | 0 | 0 | 20,000 |
Net income (loss) | 0 | 0 | 0 | (3,936) | (3,936) |
Balance at the end at Dec. 31, 2020 | $ 690 | 24,310 | (5,000) | (3,936) | 16,064 |
Balance at the end (in shares) at Dec. 31, 2020 | 6,900,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Accretion of Class A common stock subject to redemption | $ 0 | (1,904,310) | 0 | (24,128,547) | (26,032,857) |
Sale of 7,520,000 Private Placement Warrants | 0 | 1,880,000 | 0 | 0 | 1,880,000 |
Net income (loss) | 0 | 0 | 0 | 3,831,301 | 3,831,301 |
Balance at the end at Dec. 31, 2021 | $ 690 | $ 0 | $ (5,000) | $ (20,301,182) | $ (20,305,492) |
Balance at the end (in shares) at Dec. 31, 2021 | 6,900,000 |
STATEMENTS OF CHANGES IN STOC_2
STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY (Parenthetical) - Private Placement - shares | Dec. 31, 2021 | Jan. 12, 2021 |
Sale of Private Placement Warrants (in shares) | 7,520,000 | |
Private Placement Warrants | ||
Sale of Private Placement Warrants (in shares) | 7,520,000 | 7,520,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 3,831,301 | $ (3,936) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of Working Capital Promissory Notes | (206,000) | 0 |
Change in fair value of Warrant liabilities | (5,330,000) | 0 |
Transaction costs attributable to Warrant liabilities | 633,329 | 0 |
Interest earned on investments held in Trust Account | (26,697) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (532,138) | 0 |
Accrued expenses | 469,426 | 3,936 |
Net cash used in operating activities | (1,160,779) | 0 |
Cash flows from investing activities: | ||
Investment of cash in Trust Account | (276,000,000) | 0 |
Net cash used in investing activities | (276,000,000) | 0 |
Cash flows from financing activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 270,480,000 | 0 |
Proceeds from sale of Private Placement Warrants | 7,520,000 | 0 |
Repayment of Promissory Notes-related party | (128,302) | 0 |
Proceeds from Working Capital Promissory Notes | 375,000 | |
Payment of offering costs | (987,884) | 0 |
Net cash provided by financing activities | 277,258,814 | 0 |
Net change in cash | 98,035 | 0 |
Cash - beginning of year | 0 | 0 |
Cash - end of year | 98,035 | 0 |
Non-cash investing and financing activities: | ||
Offering costs included in accrued offering costs | 0 | 500,000 |
Offering costs paid by Sponsor in exchange for issuance of founder shares | 0 | 20,000 |
Offering costs paid through Promissory Notes - related party | 11,919 | 116,383 |
Deferred underwriting fee payable | $ 9,660,000 | $ 0 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Certain acronyms and terms used throughout this Annual Report on Form 10-K including these notes to the financial statements are specific to Empowerment & Inclusion Capital I Corp. and have been defined in the “Certain Terms” listing at the beginning of this document. Empowerment & Inclusion Capital I Corp. was initially formed as a Delaware limited liability company on May 29, 1999 under the name of PHX Capital LLC. On September 17, 2020, the Company converted from a limited liability company to a Delaware C Corporation and changed its name to Empowerment & Inclusion Capital I Corp. The Company intends to effect 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 December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021 relates to the Company’s formation, the IPO, which is described below, and subsequent to the IPO, public company-related activities for legal, financial reporting, accounting and auditing compliance and the identification of a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on January 7, 2021. On January 12, 2021 the Company consummated the IPO of 27,600,000 Units, 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. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,520,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to PNCIC, Jefferies, and the Company’s CEO generating gross proceeds of $7,520,000, which is described in Note 4. Transaction costs relating to the foregoing amounted to $16,316,186, consisting of $5,520,000 in cash underwriting fees, $9,660,000 and $415,804 of deferred underwriting and legal fees, respectively, with such deferred fees payable contingent upon the close of a Business Combination, and $720,382 of other offering costs. During the year ended December 31, 2021, the Company paid $150,000 in settlement of the outstanding deferred legal fee. Following the closing of the IPO on January 12, 2021, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in 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 IPO 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 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 anticipated to be $10.00 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 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 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 Sponsors have agreed to vote their Founder Shares and any Public Shares purchased during or after the IPO 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsors have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them 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. The Company will have until January 12, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 The Sponsors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsors acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsors have 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) $10.00 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 $10.00 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 IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors 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 Sponsors 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 public 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. Liquidity and Capital Resources As of December 31, 2021, the Company had $98,035 in its operating bank account and working capital of approximately $157,000. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors, may provide the Company with Working Capital Loans, of which up to $1,000,000 have been committed by our Sponsors (see Note 5). On January 7, 2021, the Company issued Working Capital Promissory Notes in favor of the Sponsors pursuant to which the Company may borrow up to an aggregate principal amount of $1,000,000 for working capital. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors, may but are not obligated to provide the Company with Working Capital Loans. On August 20, 2021, the Company drew an aggregate of $275,000 on the Working Capital Promissory Notes . If the Company completes a Business Combination, the Company will repay the Working Capital Loans, including the Working Capital Promissory Notes, out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of the 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 December 31, 2021 and 2020, there was $375,000 and $0, respectively, outstanding under the Working Capital Promissory Notes with a fair value of $169,000 and $0, respectively (see Note 10). The Company may raise additional capital through loans or additional investments from the Sponsors or its stockholders, officers, directors or third parties. The Company’s officers and directors and the Sponsors may, but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes that it will have sufficient working capital and borrowing capacity from the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of a Business Combination or at least one year from the date that the financial statements were issued. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with FASB’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 January 12, 2023 to consummate an Initial Business Combination. It is uncertain that the Company will be able to consummate an Initial Business Combination by this time. If an Initial 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 date for mandatory liquidation and subsequent dissolution raise 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 January 12, 2023. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with GAAP and pursuant to the accounting and disclosure rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the 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 auditor 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 statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the Warrant liability and Working Capital Promissory Notes. Accordingly, the actual results could differ significantly from those estimates. Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the IPO. Offering costs amounted to $16,316,186, of which $15,682,857 was charged to stockholders’ equity upon the completion of the IPO and $633,329 was expensed to the statements of operations (see Note 1). 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 FASB Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. At December 31, 2020 there was no Class A common stock outstanding. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2021, the Class A common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (10,350,000) Class A common stock issuance costs (15,682,857) Plus: Accretion of carrying value to redemption value 26,032,857 Class A common stock subject to possible redemption $ 276,000,000 Warrant Liability The Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and FASB ASC Topic 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 meet all 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. The Company accounts for the Warrants as liabilities in accordance with the guidance contained in FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”), under which the Warrants do not meet the criteria for equity treatment and are measured at fair value at inception and on a recurring basis, with changes in fair value recorded in the statement of operations (see Note 10). For issued or modified warrants that meet all 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 fair value of the Warrants was estimated using a Monte Carlo simulation approach (see Note 10). For periods subsequent to the detachment of the Public Warrants from the Units, the closing price of the Public Warrants was used as the fair value as of each relevant date. Income Taxes Effective September 17, 2020, the Company converted to a C Corporation. Prior to September 17, 2020, the Company was a limited liability company and taxed as a partnership; the income or loss was required to be reported by each respective member on their separate income tax returns. Therefore, no provision for income taxes has been provided in the accompanying financial statements for periods prior to September 17, 2020. The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, Income Taxes (“ASC 740”). 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. As of December 31, 2021, the Company had a deferred tax asset of $225,814, which had a full valuation allowance recorded against it of $225,814. The Company’s deferred tax assets were deemed to be de minimis as of December 31, 2020. The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the year ended December 31, 2021 and 2020, the Company recorded no income tax expense. The Company’s effective tax rate for the year ended December 31, 2021 was approximately 0%, which differs from the expected income tax rate due to the start-up costs (discussed above), which are not currently deductible. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares 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 (loss) per share does not consider the effect of the warrants issued in connection with (i) the IPO, (ii) the private placement, or (iii) the convertible feature of the Working Capital Loans since the exercise of the warrants is contingent upon the occurrence of future events. The Public Warrants and Private Placement Warrants are exercisable to purchase 21,320,000 shares of Class A common stock in the aggregate. The Working Capital Loans made to the Company may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. As of December 31, 2021 and 2020, 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. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended Year Ended December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 3,047,027 $ 784,274 $ — $ (3,936) Denominator: Basic weighted average shares outstanding 26,768,219 6,870,411 — 2,705,410 Basic net income (loss) per common share $ 0.11 $ 0.11 $ — $ (0.00) Diluted net income per common share Numerator: Allocation of net income (loss), as adjusted $ 3,044,343 $ 786,958 $ — $ (3,936) Denominator: Diluted weighted average shares outstanding 26,768,219 6,900,000 — 2,705,410 Diluted net income (loss) per common share $ 0.11 $ 0.11 $ — $ (0.00) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and Management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement (“ASC 820”) approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the 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 as of 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 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2021 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the IPO, 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-half of one redeemable warrant. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsors and the Company’s CEO purchased an aggregate of 7,520,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($7,520,000 in the aggregate) from the Company in a private placement. 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 7). 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. Pursuant to a letter agreement entered into between the Sponsors and the Company’s CEO dated September 21, 2020, the Sponsors transferred to the CEO a number of CEO Warrants equal to 20% of the outstanding Private Placement Warrants acquired by the Sponsors upon consummation of the IPO. Unless otherwise determined by the Board, if prior to the consummation of the Business Combination the CEO (i) resigns from the Company as CEO or (ii) is removed or otherwise terminated by the Board, the CEO Warrants shall be forfeited at no cost back to the Sponsors (on a pro rata basis). No shares of Class A common stock of the Company will be delivered pursuant to any exercise of a CEO Warrant until payment in full of the exercise price is received by the Company and the holder has paid to the Company an amount equal to any taxes required to be withheld or paid upon exercise of the CEO Warrants. Pursuant to a letter agreement entered into between the Sponsors and the Company’s CFO dated November 4, 2020, the Sponsors transferred to the CFO a number of CFO Warrants equal to 7% of the outstanding Private Placement Warrants acquired by the Sponsors upon consummation of the IPO. Unless otherwise determined by the Board , if prior to the consummation of the Business Combination the CFO (i) resigns from the Company as CFO, (ii) is removed or otherwise terminated by the Board or (iii) dies, the CFO Warrants shall be forfeited at no cost back to the Sponsors (on a pro rata basis). No shares of Class A common stock of the Company will be delivered pursuant to any exercise of a CFO Warrant until payment in full of the exercise price is received by the Company and the holder has paid to the Company an amount equal to any taxes required to be withheld or paid upon exercise of the CFO Warrants. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In 1999, Jefferies subscribed for an aggregate of 1,000 shares of the Company’s membership interests for $5,000. On September 17, 2020, in connection with the Company’s conversion to a C Corporation, the Company converted the 1,000 membership interests owned by Jefferies into 1,150,000 shares of Class B common stock. Also, on September 17, 2020, PNCIC paid $20,000 to cover certain offering costs of the Company in consideration for 4,600,000 shares of the Company’s Class B common stock. As a result, there were 5,750,000 shares of Class B common stock issued and outstanding . On January 7, 2021, the Company effected a 1:1.2 stock split of its Class B common stock, resulting in an aggregate of 6,900,000 shares of Class B common stock outstanding. All share and per share amounts have been retroactively restated to effect this stock split as of January 1, 2019. Excluding the effect of the stock split discussed above, on September 21, 2020, PNCIC transferred 1,150,000 Founder Shares to the Company’s CEO. On November 4, 2020, PNCIC transferred 301,875 Founder Shares to the Company’s CFO, and Jefferies transferred 100,625 Founder Shares to the CFO. The Founder Shares included an aggregate of up to 900,000 shares subject to forfeiture, 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 IPO. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of a Business Combination or (ii) subsequent to a Business Combination, (a) 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 (b) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on January 12, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of PNCIC a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the year ended December 31, 2021, the Company incurred and paid $107,107 in fees for these services. For the year ended December 31, 2020, no expenses were incurred. Promissory Note — Related Party On September 17, 2020, the Company issued unsecured promissory notes in favor of the Sponsors (the “Promissory Notes”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Notes were non-interest bearing and payable on the earlier of (i) March 31, 2021 or (ii) the consummation of the IPO. The outstanding balance under the Promissory Notes of $128,302 was repaid at the closing of the IPO on January 12, 2021. Related Party Loans On January 7, 2021, the Company issued the Working Capital Promissory Notes in favor of the Sponsors pursuant to which the Company may borrow up to an aggregate principal amount of $1,000,000 for working capital. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors, may but are not obligated to provide the Company with Working Capital Loans. If the Company completes a Business Combination, the Company will repay the Working Capital Loans, including the Working Capital Promissory Notes, out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of the 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or at the lender’s discretion, up to $1,500,000 of such Working Capital Loans made to the Company may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. During the year ended December 31, 2021, the Company drew an aggregate of $375,000 on the Working Capital Promissory Notes, of which $281,250 was drawn from a Working Capital Promissory Note with PNCIC and $93,750 was drawn from a Working Capital Promissory Note with Jefferies. As of December 31, 2021 and 2020, there was $375,000 and $0, respectively, outstanding under the Working Capital Loans. Given the convertible feature contained within the Working Capital Promissory Notes, the Company has elected the fair value option for accounting purposes and recorded a change in fair value of $206,000 related to the Working Capital Loans for the year ended December 31, 2021 as described in Note 10 below. Initial Public Offering Jefferies acted as a lead underwriter in our IPO. Solebury Capital LLC, an affiliate of one of our Sponsors, acted as a financial advisor in connection with our IPO. We have agreed to pay Solebury Capital LLC up to 3.5% of the gross spread earned by the underwriters for their services. As of December 31, 2021, we paid Jefferies $5,520,000 of underwriting fees of which Solebury Capital LLC received $193,200. An additional $9,660,000 of underwriting fees have been deferred and are payable contingent upon the close of a Business Combination. We are under no obligation to engage any of the underwriters or financial advisors that provided services to us in our IPO to provide any services for us in the future, including with respect to a Business Combination, although we are not prohibited from doing so. Any of the underwriters or financial advisors that provided services to us in our IPO may introduce us to potential target businesses or assist us in raising additional capital in the future. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, its results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on January 12, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). These holders of at least 15% of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, these holders will have certain “piggy-back” registration rights to include such securities in other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the costs and expenses incurred in connection with filing any such registration statements. Notwithstanding the foregoing, Jefferies may not exercise its demand and “piggyback” registration rights after five and seven years , respectively, after the effective date of the registration statement and may not exercise its demand rights on more than one occasion. Underwriting and Legal Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The legal counsel who advised in connection with our IPO was entitled to a deferred fee of $415,804. During the year ended December 31, 2021, the Company paid $150,000 in settlement of the outstanding deferred legal fee. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 7 — STOCKHOLDER’S EQUITY Preferred Stock — Class A Common Stock outstanding Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as otherwise required by law; provided that only holders of Class B common stock will have the right to vote on the election of directors prior to the Business Combination. The shares of Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued or to be issued to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsors, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
WARRANTS | |
WARRANTS | NOTE 8 — WARRANTS As of December 31, 2021, there were 13,800,000 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (i) 30 days after the completion of a Business Combination and (ii) 12 months from the closing of the IPO. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a Warrant unless Class A common stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement registering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided, however, that the Private Placement Warrants issued to Jefferies will not be exercisable more than five years from the effective date of the registration statement in accordance with FINRA rules. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act or another exemption. Redemption of warrants when the price per share 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 to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of Common Stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. 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 $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the shares of Class A common stock; ● if, and only if, the closing price of the shares of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 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; and ● if the closing price of the shares of Class A common stock 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 is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. If the Company calls the Public Warrants for redemption, Management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of 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 Common Stock (with such issue price or effective issue price to be determined in good faith by our Board, and in the case of any such issuance to our Initial Stockholders or their respective affiliates, without taking into account any Founder Shares held by the Sponsor, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. As of December 31, 2021, there were 7,520,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 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. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAX | |
INCOME TAX | NOTE 9. INCOME TAX The Company’s net deferred tax assets are as follows: As of December 31, 2021 2020 Deferred tax asset Net operating loss carryforward $ 36,629 $ 827 Organizational costs/startup expenses 189,185 — Total deferred tax asset 225,814 827 Valuation allowance (225,814) (827) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: As of December 31, 2021 2020 Federal — — Current $ — $ — Deferred (224,987) (827) State Current $ — $ — Deferred — — Change in valuation allowance 224,987 827 Income tax provision $ — $ — As of December 31, 2021 and 2020, the Company had $170,490 and $3,936, respectively, of U.S. federal net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, Management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021 and 2020, the change in the valuation allowance was $224,987 and $827, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: As of December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrant liabilities (29.3) % — % Transaction costs attributable to IPO 3.5 % — % Change in fair value of promissory note (1.1) % — % Change in valuation allowance 5.9 % (21.0) % Income tax provision (0.0) % (0.0) % The Company files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions, and is subject to examination by the various taxing authorities. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 10 — 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 following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2021 Assets: Investments held in Trust Account - U.S. Treasury Securities Money Market Fund 1 $ 276,026,697 Liabilities: Working Capital Promissory Notes 2 $ 169,000 Warrant liability - Public Warrants 1 $ 6,900,000 Warrant liability - Private Placement Warrants 2 3,760,000 Total Warrant liability $ 10,660,000 At December 31, 2021, assets held in the Trust Account were comprised of $276,026,697 in money market funds that are invested primarily in U.S. Treasury Securities. Through December 31, 2021, the Company had no withdrawals of interest earned on the Trust Account. The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are measured at fair value at inception and on a recurring basis, with changes in fair value recorded in the statement of operations. At issuance, the Warrant liability for the Warrants was valued as of January 12, 2021 using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement. Subsequent to the detachment of the Public Warrants from the Units, the Public Warrants are valued based on the quoted market price, under the ticker EPWR WS, which is a Level 1 fair value measurement. As of December 31, 2021, the fair value of the Private Placement Warrants was equivalent to that of the Public Warrants as they had substantially the same terms; however, they are not actively traded, and as such are listed as a Level 2 in the fair value hierarchy table above. As of issuance, the estimated fair value of the Warrants was determined using a Monte Carlo simulation and based on the following significant inputs: January 12, 2021 (Issuance Date) Exercise price $ 11.50 Stock price $ 9.87 Volatility 15 % Probability of completing a Business Combination 90 % Term in Years 5.00 Risk-free rate 0.50 % Dividend yield 0.0 % The Monte Carlo simulation’s primary unobservable input utilized in determining the fair value of the warrants is the probability of consummation of a Business Combination. The probability assigned to the consummation of a Business Combination was 90%, which was estimated based on the observed success rates of business combinations for special purpose acquisition companies. The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Warrant Placement Public Liabilities Initial measurement on January 12, 2021 $ 5,640,000 $ 10,350,000 $ 15,990,000 Transfer to Level 1 during the three months ended March 31, 2021 — (10,350,000) (10,350,000) Change in fair value of Private Placement Warrants from January 12 to June 30, 2021 (75,200) — (75,200) Transfer to Level 2 during the three months ended September 30, 2021 (5,564,800) — (5,564,800) Fair value of Level 3 warrant liabilities as of December 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 $10,350,000 at the time of transfer. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the year ended December 31, 2021 was $5,564,800 at the time of transfer. The Company elected the fair value option for recording the Working Capital Promissory Notes. The Working Capital Promissory Notes are convertible into warrants identical to the Private Placement Warrants. As noted above, similar to the Private Placement Warrants, as of December 31, 2021, the fair value of the Working Capital Promissory Notes was equivalent to that of the Public Warrants as they had substantially the same terms; however, they are not actively traded, and as such are listed as a Level 2 in the fair value hierarchy table above. The following table presents the changes in the fair value of the Level 2 Working Capital Promissory Notes: Fair value as of issuance on January 12, 2021 $ — Proceeds received from Working Capital Promissory Notes 375,000 Change in fair value (206,000) Fair value as of December 31, 2021 $ 169,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 4, 2022, the Company drew an additional amount of $400,000 on the Working Capital Loans, of which $300,000 was drawn from a Working Capital Promissory Note with PNCIC and $100,000 was drawn from a Working Capital Promissory Note with Jefferies. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with GAAP and pursuant to the accounting and disclosure rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the 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 auditor 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 statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the Warrant liability and Working Capital Promissory Notes. Accordingly, the actual results could differ significantly from those estimates. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the IPO. Offering costs amounted to $16,316,186, of which $15,682,857 was charged to stockholders’ equity upon the completion of the IPO and $633,329 was expensed to the statements of operations (see Note 1). |
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 FASB Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. At December 31, 2020 there was no Class A common stock outstanding. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2021, the Class A common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (10,350,000) Class A common stock issuance costs (15,682,857) Plus: Accretion of carrying value to redemption value 26,032,857 Class A common stock subject to possible redemption $ 276,000,000 |
Warrant Liability | Warrant Liability The Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and FASB ASC Topic 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 meet all 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. The Company accounts for the Warrants as liabilities in accordance with the guidance contained in FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”), under which the Warrants do not meet the criteria for equity treatment and are measured at fair value at inception and on a recurring basis, with changes in fair value recorded in the statement of operations (see Note 10). For issued or modified warrants that meet all 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 fair value of the Warrants was estimated using a Monte Carlo simulation approach (see Note 10). For periods subsequent to the detachment of the Public Warrants from the Units, the closing price of the Public Warrants was used as the fair value as of each relevant date. |
Income Taxes | Income Taxes Effective September 17, 2020, the Company converted to a C Corporation. Prior to September 17, 2020, the Company was a limited liability company and taxed as a partnership; the income or loss was required to be reported by each respective member on their separate income tax returns. Therefore, no provision for income taxes has been provided in the accompanying financial statements for periods prior to September 17, 2020. The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, Income Taxes (“ASC 740”). 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. As of December 31, 2021, the Company had a deferred tax asset of $225,814, which had a full valuation allowance recorded against it of $225,814. The Company’s deferred tax assets were deemed to be de minimis as of December 31, 2020. The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the year ended December 31, 2021 and 2020, the Company recorded no income tax expense. The Company’s effective tax rate for the year ended December 31, 2021 was approximately 0%, which differs from the expected income tax rate due to the start-up costs (discussed above), which are not currently deductible. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) per Common Share | Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares 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 (loss) per share does not consider the effect of the warrants issued in connection with (i) the IPO, (ii) the private placement, or (iii) the convertible feature of the Working Capital Loans since the exercise of the warrants is contingent upon the occurrence of future events. The Public Warrants and Private Placement Warrants are exercisable to purchase 21,320,000 shares of Class A common stock in the aggregate. The Working Capital Loans made to the Company may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. As of December 31, 2021 and 2020, 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. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended Year Ended December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 3,047,027 $ 784,274 $ — $ (3,936) Denominator: Basic weighted average shares outstanding 26,768,219 6,870,411 — 2,705,410 Basic net income (loss) per common share $ 0.11 $ 0.11 $ — $ (0.00) Diluted net income per common share Numerator: Allocation of net income (loss), as adjusted $ 3,044,343 $ 786,958 $ — $ (3,936) Denominator: Diluted weighted average shares outstanding 26,768,219 6,900,000 — 2,705,410 Diluted net income (loss) per common share $ 0.11 $ 0.11 $ — $ (0.00) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and Management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement (“ASC 820”) approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the 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 as of 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 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of reconciliation of common stock subject to possible redemption | Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (10,350,000) Class A common stock issuance costs (15,682,857) Plus: Accretion of carrying value to redemption value 26,032,857 Class A common stock subject to possible redemption $ 276,000,000 |
Schedule of calculation of basic and diluted net income (loss) per common share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended Year Ended December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 3,047,027 $ 784,274 $ — $ (3,936) Denominator: Basic weighted average shares outstanding 26,768,219 6,870,411 — 2,705,410 Basic net income (loss) per common share $ 0.11 $ 0.11 $ — $ (0.00) Diluted net income per common share Numerator: Allocation of net income (loss), as adjusted $ 3,044,343 $ 786,958 $ — $ (3,936) Denominator: Diluted weighted average shares outstanding 26,768,219 6,900,000 — 2,705,410 Diluted net income (loss) per common share $ 0.11 $ 0.11 $ — $ (0.00) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAX | |
Summary of significant components of the Company's deferred tax assets | As of December 31, 2021 2020 Deferred tax asset Net operating loss carryforward $ 36,629 $ 827 Organizational costs/startup expenses 189,185 — Total deferred tax asset 225,814 827 Valuation allowance (225,814) (827) Deferred tax asset, net of allowance $ — $ — |
Schedule of Income tax provision | As of December 31, 2021 2020 Federal — — Current $ — $ — Deferred (224,987) (827) State Current $ — $ — Deferred — — Change in valuation allowance 224,987 827 Income tax provision $ — $ — |
Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate | As of December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrant liabilities (29.3) % — % Transaction costs attributable to IPO 3.5 % — % Change in fair value of promissory note (1.1) % — % Change in valuation allowance 5.9 % (21.0) % Income tax provision (0.0) % (0.0) % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis | December 31, Description Level 2021 Assets: Investments held in Trust Account - U.S. Treasury Securities Money Market Fund 1 $ 276,026,697 Liabilities: Working Capital Promissory Notes 2 $ 169,000 Warrant liability - Public Warrants 1 $ 6,900,000 Warrant liability - Private Placement Warrants 2 3,760,000 Total Warrant liability $ 10,660,000 |
Warrants | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Schedule of change in the fair value | Private Warrant Placement Public Liabilities Initial measurement on January 12, 2021 $ 5,640,000 $ 10,350,000 $ 15,990,000 Transfer to Level 1 during the three months ended March 31, 2021 — (10,350,000) (10,350,000) Change in fair value of Private Placement Warrants from January 12 to June 30, 2021 (75,200) — (75,200) Transfer to Level 2 during the three months ended September 30, 2021 (5,564,800) — (5,564,800) Fair value of Level 3 warrant liabilities as of December 31, 2021 $ — $ — $ — |
Private Placement Warrants | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Schedule of significant inputs used in determining the estimated fair value of significant inputs | January 12, 2021 (Issuance Date) Exercise price $ 11.50 Stock price $ 9.87 Volatility 15 % Probability of completing a Business Combination 90 % Term in Years 5.00 Risk-free rate 0.50 % Dividend yield 0.0 % |
Working Capital Promissory Notes | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Schedule of change in the fair value | Fair value as of issuance on January 12, 2021 $ — Proceeds received from Working Capital Promissory Notes 375,000 Change in fair value (206,000) Fair value as of December 31, 2021 $ 169,000 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Dec. 15, 2021USD ($) | Aug. 20, 2021USD ($)$ / shares | Jan. 12, 2021USD ($)$ / sharesshares | Sep. 17, 2020USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Jan. 07, 2021USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||||||
Condition for future business combination number of businesses minimum | 1 | ||||||
Proceeds from sale of Private Placement Warrants | $ 7,520,000 | $ 0 | |||||
Transaction Costs | $ 16,316,186 | ||||||
Underwriting fees | 5,520,000 | ||||||
Deferred underwriting fee payable | 9,660,000 | 9,660,000 | 0 | ||||
Deferred legal fee payable | 415,804 | 415,804 | |||||
Other offering costs | $ 720,382 | ||||||
Payments For Deferred Legal Fees | 150,000 | ||||||
Investment of cash into Trust Account | $ 276,000,000 | 0 | |||||
Threshold minimum aggregate fair market value as a percentage of the net 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 business combination | $ 5,000,001 | ||||||
Threshold percentage of public shares subject to redemption without company's prior written consent | 15.00% | ||||||
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 allowed dissolution expenses | $ 100,000 | ||||||
Cash in operating bank account | 98,035 | 0 | |||||
Working capital | 157,000 | ||||||
Working capital loan committed by sponsors | 1,000,000 | ||||||
Proceeds from Working Capital Promissory Notes | $ 375,000 | ||||||
Conversion price | $ / shares | $ 1 | ||||||
Fair value of outstanding balance | $ 169,000 | 0 | |||||
IPO | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of units sold | shares | 27,600,000 | ||||||
Purchase price, per unit | $ / shares | $ 10 | ||||||
Proceeds from issuance initial public offering | $ 276,000,000 | ||||||
Investment of cash into Trust Account | $ 276,000,000 | ||||||
IPO | Class A common stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares in a unit | shares | 1 | ||||||
IPO | Public Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of warrants in a unit | shares | 0.5 | ||||||
Conversion price | $ / shares | $ 11.50 | ||||||
Private Placement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Private Placement Warrants (in shares) | shares | 7,520,000 | ||||||
Price of warrant | $ / shares | $ 1 | ||||||
Proceeds from sale of Private Placement Warrants | $ 7,520,000 | ||||||
Private Placement | Private Placement Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Private Placement Warrants (in shares) | shares | 7,520,000 | 7,520,000 | |||||
Price of warrant | $ / shares | $ 1 | ||||||
Proceeds from sale of Private Placement Warrants | $ 7,520,000 | ||||||
Conversion price | $ / shares | $ 11.50 | ||||||
Over-allotment option | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of units sold | shares | 3,600,000 | ||||||
Purchase price, per unit | $ / shares | $ 10 | ||||||
Promissory Note with Related Party | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||||
Sponsor | Working Capital Promissory Notes | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Maximum borrowing capacity of related party promissory note | $ 1,000,000 | ||||||
Proceeds from Working Capital Promissory Notes | $ 100,000 | $ 275,000 | |||||
Conversion price | $ / shares | $ 1 | ||||||
Outstanding balance | $ 375,000 | 0 | |||||
Fair value of outstanding balance | $ 169,000 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Jan. 12, 2021 | Sep. 17, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Initial Public Offering Costs | $ 16,316,186 | |||
Transaction costs | 15,682,857 | |||
Offering costs | $ 633,329 | $ 633,329 | $ 0 | |
Deferred Tax Assets, Gross | 225,814 | 827 | ||
Provision for income taxes | $ 0 | 0 | 0 | |
Valuation allowance | $ 225,814 | $ 827 | ||
Effective income tax rate (as a percent) | 0.00% | 0.00% | ||
Unrecognized tax benefits | $ 0 | $ 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | ||
Anti-dilutive securities attributable to warrants (in shares) | 21,320,000 | |||
Federal Depository Insurance Coverage | $ 250,000 | |||
Exercise price of warrant | $ 1 | |||
Class A common stock subject to redemption | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 27,600,000 | 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Condensed Consolidated balance sheet (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Gross proceeds | $ 276,000,000 | |
Proceeds allocated to Public Warrants | (10,350,000) | |
Class A common stock issuance costs | (15,682,857) | |
Accretion of carrying value to redemption value | 26,032,857 | |
Class A common stock subject to possible redemption | $ 276,000,000 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class A common stock | ||
Allocation of net income (loss), as adjusted | $ 3,047,027 | $ 0 |
Basic weighted average shares outstanding | 26,768,219 | 0 |
Basic net income (loss) per common share | $ 0.11 | $ 0 |
Allocation of net income (loss), as adjusted | $ 3,044,343 | $ 0 |
Diluted weighted average shares outstanding | 26,768,219 | 0 |
Diluted net income (loss) per common share | $ 0.11 | $ 0 |
Class B common stock | ||
Allocation of net income (loss), as adjusted | $ 784,274 | $ (3,936) |
Basic weighted average shares outstanding | 6,870,411 | 2,705,410 |
Basic net income (loss) per common share | $ 0.11 | $ 0 |
Allocation of net income (loss), as adjusted | $ 786,958 | $ (3,936) |
Diluted weighted average shares outstanding | 6,900,000 | 2,705,410 |
Diluted net income (loss) per common share | $ 0.11 | $ 0 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Jan. 12, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Exercise price of warrants | $ 1 | |
Public Warrants | Class A common stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issuable per warrant | 1 | |
IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 27,600,000 | |
Purchase price, per unit | $ 10 | |
IPO | Class A common stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
IPO | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants in a unit | 0.5 | |
Exercise price of warrants | $ 11.50 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 3,600,000 | |
Purchase price, per unit | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Jan. 12, 2021 | Nov. 04, 2020 | Sep. 21, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||
Aggregate purchase price | $ 7,520,000 | $ 0 | |||
Exercise price of warrant | $ 1 | ||||
Private Placement Warrants | Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
% of outstanding warrants | 7.00% | 20.00% | |||
Private Placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants to purchase shares issued | 7,520,000 | ||||
Price of warrants | $ 1 | ||||
Aggregate purchase price | $ 7,520,000 | ||||
Private Placement | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants to purchase shares issued | 7,520,000 | 7,520,000 | |||
Price of warrants | $ 1 | ||||
Aggregate purchase price | $ 7,520,000 | ||||
Number of shares per warrant | 1 | ||||
Exercise price of warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Jan. 07, 2021shares | Nov. 17, 2020D$ / shares | Nov. 04, 2020shares | Sep. 21, 2020shares | Sep. 17, 2020USD ($)shares | Jan. 31, 2021shares | Dec. 31, 2021shares | Dec. 31, 2020USD ($)shares | Oct. 31, 2020shares |
Related Party Transaction [Line Items] | |||||||||
Aggregate purchase price | $ | $ 20,000 | ||||||||
Class B common stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common shares, shares issued | 6,900,000 | 6,900,000 | |||||||
Common shares, shares outstanding | 6,900,000 | 6,900,000 | |||||||
Founder Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares issued | 1,000 | ||||||||
Membership interest converted | 5,000 | ||||||||
Shares subject to forfeiture | 900,000 | ||||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||||||||
Founder Shares | Class B common stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued upon on conversion | 1,000 | ||||||||
Common shares, shares issued | 5,750,000 | ||||||||
Common shares, shares outstanding | 6,900,000 | 5,750,000 | |||||||
Stock Split | 1.2 | ||||||||
Aggregate number of shares owned | 1,150,000 | ||||||||
Founder Shares | Sponsor | |||||||||
Related Party Transaction [Line Items] | |||||||||
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 | ||||||||
Founder Shares | Sponsor | Class B common stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Aggregate number of shares owned | 4,600,000 | ||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||||
Founder Shares | Jefferies | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares transferred | 100,625 | ||||||||
Founder Shares | PNC Investment | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares transferred | 301,875 | 1,150,000 | |||||||
Founder Shares | PNC Investment | Class B common stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Aggregate purchase price | $ | $ 20,000 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | Jan. 12, 2021 | Sep. 17, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 07, 2021 |
Related Party Transaction [Line Items] | |||||
Working capital promissory note | $ 375,000 | ||||
Repayment of promissory note - related party | 128,302 | $ 0 | |||
Change in fair value of Working Capital Promissory Notes | 206,000 | 0 | |||
Working capital loans warrant | |||||
Related Party Transaction [Line Items] | |||||
Change in fair value of Working Capital Promissory Notes | 206,000 | ||||
Working Capital Promissory Notes | |||||
Related Party Transaction [Line Items] | |||||
Outstanding balance of related party note | 375,000 | 0 | |||
Promissory Note with Related Party | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||
Repayment of promissory note - related party | $ 128,302 | ||||
Administrative Support Agreement | |||||
Related Party Transaction [Line Items] | |||||
Expenses per month | $ 10,000 | ||||
Expenses incurred and paid | 107,107 | $ 0 | |||
Related Party Loans | |||||
Related Party Transaction [Line Items] | |||||
Loan conversion agreement warrant | $ 1,500,000 | ||||
Related Party Loans | Working Capital Promissory Notes | |||||
Related Party Transaction [Line Items] | |||||
Price of warrant | $ 1 | ||||
Sponsor | Working Capital Promissory Notes | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity of related party promissory note | $ 1,000,000 | ||||
PNC Investment | |||||
Related Party Transaction [Line Items] | |||||
Working capital promissory note | $ 281,250 | ||||
Jefferies | |||||
Related Party Transaction [Line Items] | |||||
Working capital promissory note | $ 93,750 |
RELATED PARTY TRANSACTIONS - In
RELATED PARTY TRANSACTIONS - Initial Public Offering (Details) | Dec. 31, 2021USD ($) | Jan. 12, 2021USD ($) | Dec. 31, 2020USD ($) |
Related Party Transaction [Line Items] | |||
Underwriting fees | $ 5,520,000 | ||
Deferred underwriting fee payable | $ 9,660,000 | $ 9,660,000 | $ 0 |
Jefferies | |||
Related Party Transaction [Line Items] | |||
Underwriting fees | 5,520,000 | ||
Solebury Capital LLC | |||
Related Party Transaction [Line Items] | |||
Amount paid based on underwriting fees | $ 193,200 | ||
Solebury Capital LLC | Jefferies | |||
Related Party Transaction [Line Items] | |||
Percentage of fees payable on gross spread earned by the underwriters | 3.5 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Jan. 12, 2021USD ($)item | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) |
Commitments [Line items] | |||
Number of holders securities entitled for demands on registration rights | 15.00% | ||
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 | $ 0 |
Deferred Legal Fee | $ 415,804 | 415,804 | |
Outstanding deferred legal fee | $ 150,000 | ||
Maximum | Jefferies | |||
Commitments [Line items] | |||
Registration rights of securities term on demands | 7 years | ||
Minimum | Jefferies | |||
Commitments [Line items] | |||
Registration rights of securities term on demands | 5 years |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
STOCKHOLDERS' EQUITY | |||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | |
Preferred shares, shares issued | 0 | 0 | |
Preferred shares, shares outstanding | 0 | 0 | 0 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Shares (Details) | 12 Months Ended | |
Dec. 31, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Class of Stock [Line Items] | ||
Ratio to be applied to the stock in the conversion | 20 | |
Class A common stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
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) | 0 | |
Common shares, shares outstanding (in shares) | 0 | |
Class A common stock subject to redemption | ||
Class of Stock [Line Items] | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 27,600,000 | 0 |
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 |
WARRANTS (Details)
WARRANTS (Details) | 12 Months Ended |
Dec. 31, 2021Ditem$ / sharesshares | |
Warrants | |
Class of Warrant or Right [Line Items] | |
Maximum period after business combination in which to file registration statement | 15 days |
Period of time within which registration statement is expected to become effective | 60 days |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 7,520,000 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 13,800,000 |
Public Warrants exercisable term after the completion of a business combination | 30 days |
Public Warrants exercisable term from the closing of the initial public offering | 12 months |
Public Warrants expiration term | 5 years |
Threshold issue price per share | $ 9.20 |
Warrant exercise price adjustment multiple | 115 |
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] | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Threshold trading days for redemption of public warrants | D | 20 |
Threshold consecutive trading days for redemption of public warrants | D | 30 |
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] | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 |
Redemption price per public warrant (in dollars per share) | $ 0.10 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
INCOME TAX - Deferred tax (Deta
INCOME TAX - Deferred tax (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 36,629 | $ 827 |
Organizational costs/startup expenses | 189,185 | |
Total deferred tax asset | 225,814 | 827 |
Valuation allowance | (225,814) | (827) |
U.S. federal net operating loss carryovers | $ 170,490 | $ 3,936 |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 17, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAX | |||
Deferred | $ (224,987) | $ (827) | |
Change in valuation allowance | 224,987 | 827 | |
Income tax provision | $ 0 | $ 0 | $ 0 |
Statutory federal income tax rate (in percent) | 21.00% | 21.00% | |
Change in fair value of warrant liabilities (in percent) | (29.30%) | ||
Transaction costs attributable to IPO (in percent) | 3.50% | ||
Change in fair value of promissory note (in percent) | (1.10%) | ||
Change in valuation allowance (in percent) | 5.90% | (21.00%) | |
Income tax provision (in Percent) | 0.00% | 0.00% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Investments held in Trust Account | $ 276,026,697 | $ 0 |
Liabilities: | ||
Warrant liability | 10,660,000 | 0 |
Working Capital Promissory Notes | 169,000 | $ 0 |
Recurring | ||
Liabilities: | ||
Warrant liability | 10,660,000 | |
Level 1 | Recurring | Public Warrants | ||
Liabilities: | ||
Warrant liability | 6,900,000 | |
Level 1 | U.S. Treasury Securities Money Market Fund | ||
Assets: | ||
Investments held in Trust Account | 276,026,697 | |
Level 1 | U.S. Treasury Securities Money Market Fund | Recurring | ||
Assets: | ||
Investments held in Trust Account | 276,026,697 | |
Level 2 | Recurring | ||
Liabilities: | ||
Working Capital Promissory Notes | 169,000 | |
Level 2 | Recurring | Private Placement Warrants | ||
Liabilities: | ||
Warrant liability | $ 3,760,000 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Measurements Inputs (Details) | 12 Months Ended | |
Dec. 31, 2021 | Jan. 12, 2021Y$ / shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Probability for completion of business combination (in percentage) | 90.00% | |
Exercise price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 11.50 | |
Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 9.87 | |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 15 | |
Probability of completing a Business Combination | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 90 | |
Term in Years | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | Y | 5 | |
Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 0.50 | |
Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 0 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | Jan. 12, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2021 |
Public Warrants | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Transfer to Level 1 during the three months ended March 31, 2021 | $ 10,350,000 | ||||
Private Placement Warrants | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Transfer to Level 2 during the three months ended September 30, 2021 | $ 5,564,800 | ||||
Level 3 | Warrants | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Initial measurement on January 12, 2021 | $ 15,990,000 | ||||
Transfer to Level 1 during the three months ended March 31, 2021 | $ (10,350,000) | ||||
Change in fair value of Private Placement Warrants from January 12 to June 30, 2021 | $ (75,200) | ||||
Transfer to Level 2 during the three months ended September 30, 2021 | $ (5,564,800) | ||||
Level 3 | Public Warrants | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Initial measurement on January 12, 2021 | 10,350,000 | ||||
Transfer to Level 1 during the three months ended March 31, 2021 | $ (10,350,000) | ||||
Level 3 | Private Placement Warrants | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Initial measurement on January 12, 2021 | $ 5,640,000 | ||||
Change in fair value of Private Placement Warrants from January 12 to June 30, 2021 | $ (75,200) | ||||
Transfer to Level 2 during the three months ended September 30, 2021 | $ (5,564,800) |
FAIR VALUE MEASUREMENTS - Cha_2
FAIR VALUE MEASUREMENTS - Change in the Fair Value of Working Capital Promissory Notes (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Proceeds received from Working Capital Promissory Notes | $ 375,000 |
Change in fair value | (206,000) |
Fair value as of December 31, 2021 | $ 169,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - Working Capital Loans [Member] | Jan. 04, 2022USD ($) |
Subsequent Event [Line Items] | |
Working capital loans | $ 400,000 |
PNC Investment | |
Subsequent Event [Line Items] | |
Working capital loans | 300,000 |
Jefferies | |
Subsequent Event [Line Items] | |
Working capital loans | $ 100,000 |