Churchill Capital Corp VII (CVII) 10-Q 12 Aug 22 2022 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 12, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Entity File Number	001-40051
Entity Registrant Name	CHURCHILL CAPITAL CORP VII
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3420354
Entity Address, Address Line One	640 Fifth Avenue, 12th Floor
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	380-7500
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001828248
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false
Transition Report	false
Unit each consisting of one class A common stock and one fifth redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock,$0.0001 par value, and one-fifth of one warrant
Trading Symbol	CVII.U
Security Exchange Name	NYSE
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Shares of Class A common stock
Trading Symbol	CVII
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		138,000,000
Warrants Included As Part Of Units
Document Information [Line Items]
Title of 12(b) Security	Warrants included as part of the units
Trading Symbol	CVII WS
Security Exchange Name	NYSE
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		34,500,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 3,603,972	$ 4,155,162
Prepaid expenses	690,265	1,123,588
Total current assets	4,294,237	5,278,750
Marketable securities held in Trust Account	1,382,327,845	1,380,345,892
TOTAL ASSETS	1,386,622,082	1,385,624,642
Current liabilities
Accrued expenses	510,916	255,009
Income tax payable	292,172	24,241
Total current liabilities	803,088	279,250
Warrant liabilities	21,070,000	60,526,000
Deferred legal fee	54,026
Deferred underwriting fee payable	48,300,000	48,300,000
Total liabilities	70,227,114	109,105,250
Commitments and contingencies
Class A common stock subject to possible redemption,138,000,000 shares at redemption value as of June 30, 2022 and December 31, 2021	1,380,697,207	1,380,000,000
Stockholders' deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Accumulated deficit	(64,305,689)	(103,484,058)
Total stockholders' deficit	(64,302,239)	(103,480,608)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	1,386,622,082	1,385,624,642
Class A Common Stock Subject to Redemption
Current liabilities
Class A common stock subject to possible redemption,138,000,000 shares at redemption value as of June 30, 2022 and December 31, 2021	1,380,697,207	1,380,000,000
Class B Common Stock
Stockholders' deficit
Common stock	$ 3,450	$ 3,450

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	500,000,000	500,000,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class A Common Stock Subject to Redemption
Common shares, shares issued	138,000,000	138,000,000
Common shares, shares outstanding	138,000,000	138,000,000
Temporary equity, shares outstanding	138,000,000	138,000,000
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	100,000,000	100,000,000
Common shares, shares issued	34,500,000	34,500,000
Common shares, shares outstanding	34,500,000	34,500,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Operating costs	$ 555,701	$ 897,104	$ 1,270,205	$ 1,105,131
Loss from operations	(555,701)	(897,104)	(1,270,205)	(1,105,131)
Other income (expense):
Change in fair value of Warrant Liabilities	15,050,000	(20,242,000)	39,456,000	(26,312,000)
Transaction costs related to Private Placement and Public Warrants				(1,396,743)
Interest earned (expense) on marketable securities held in Trust Account	1,941,301	(3,497)	2,289,893	48,122
Unrealized loss on marketable securities held in Trust Account	(348,175)	(36,493)	(307,940)	(63,961)
Other income (expense), net	16,643,126	(20,281,990)	41,437,953	(27,724,582)
Income (Loss) before provision for income taxes	16,087,425	(21,179,094)	40,167,748	(28,829,713)
Benefit from (Provision for) income taxes	(292,172)		(292,172)
Net income (loss)	15,795,253	(21,179,094)	39,875,576	(28,829,713)
Class A Common Stock
Other income (expense):
Net income (loss)	$ 12,636,202	$ (16,943,275)	$ 31,900,461	$ (21,701,653)
Weighted average shares outstanding, basic	138,000,000	138,000,000	138,000,000	101,403,315
Weighted average shares outstanding, diluted	138,000,000	138,000,000	138,000,000	101,403,315
Net income (loss) per common share, basic	$ 0.09	$ (0.12)	$ 0.23	$ (0.21)
Net income (loss) per common share, diluted	$ 0.09	$ (0.12)	$ 0.23	$ (0.21)
Class B Common Stock
Other income (expense):
Net income (loss)	$ 3,159,051	$ (4,235,819)	$ 7,975,115	$ (7,128,060)
Weighted average shares outstanding, basic	34,500,000	34,500,000	34,500,000	33,306,630
Weighted average shares outstanding, diluted	34,500,000	34,500,000	34,500,000	33,306,630
Net income (loss) per common share, basic	$ 0.09	$ (0.12)	$ 0.23	$ (0.21)
Net income (loss) per common share, diluted	$ 0.09	$ (0.12)	$ 0.23	$ (0.21)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A Common Stock	Class B Common Stock Common Stock	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020		$ 3,450		$ 21,550	$ (1,000)	$ 24,000
Balance at the beginning (in shares) at Dec. 31, 2020		34,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement adjustment on redeemable common stock				(21,550)	(99,154,930)	(99,176,480)
Net income (loss)					(7,650,619)	(7,650,619)
Balance at the end at Mar. 31, 2021		$ 3,450			(106,806,549)	(106,803,099)
Balance at the end (in shares) at Mar. 31, 2021		34,500,000
Balance at the beginning at Dec. 31, 2020		$ 3,450		21,550	(1,000)	24,000
Balance at the beginning (in shares) at Dec. 31, 2020		34,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ (21,701,653)		$ (7,128,060)			(28,829,713)
Balance at the end at Jun. 30, 2021		$ 3,450			(127,969,804)	(127,966,354)
Balance at the end (in shares) at Jun. 30, 2021		34,500,000
Balance at the beginning at Dec. 31, 2020		$ 3,450		$ 21,550	(1,000)	24,000
Balance at the beginning (in shares) at Dec. 31, 2020		34,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement adjustment on redeemable common stock						(99,176,480)
Balance at the end at Dec. 31, 2021		$ 3,450			(103,484,058)	(103,480,608)
Balance at the end (in shares) at Dec. 31, 2021		34,500,000
Balance at the beginning at Mar. 31, 2021		$ 3,450			(106,806,549)	(106,803,099)
Balance at the beginning (in shares) at Mar. 31, 2021		34,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement adjustment on redeemable common stock					15,839	15,839
Net income (loss)	(16,943,275)		(4,235,819)		(21,179,094)	(21,179,094)
Balance at the end at Jun. 30, 2021		$ 3,450			(127,969,804)	(127,966,354)
Balance at the end (in shares) at Jun. 30, 2021		34,500,000
Balance at the beginning at Dec. 31, 2021		$ 3,450			(103,484,058)	(103,480,608)
Balance at the beginning (in shares) at Dec. 31, 2021		34,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					24,080,323	24,080,323
Balance at the end at Mar. 31, 2022		$ 3,450			(79,403,735)	(79,400,285)
Balance at the end (in shares) at Mar. 31, 2022		34,500,000
Balance at the beginning at Dec. 31, 2021		$ 3,450			(103,484,058)	(103,480,608)
Balance at the beginning (in shares) at Dec. 31, 2021		34,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement adjustment on redeemable common stock						(697,207)
Net income (loss)	31,900,461		7,975,115			39,875,576
Balance at the end at Jun. 30, 2022		$ 3,450			(64,305,689)	(64,302,239)
Balance at the end (in shares) at Jun. 30, 2022		34,500,000
Balance at the beginning at Mar. 31, 2022		$ 3,450			(79,403,735)	(79,400,285)
Balance at the beginning (in shares) at Mar. 31, 2022		34,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement adjustment on redeemable common stock					(697,207)	(697,207)
Net income (loss)	$ 12,636,202		$ 3,159,051		15,795,253	15,795,253
Balance at the end at Jun. 30, 2022		$ 3,450			$ (64,305,689)	$ (64,302,239)
Balance at the end (in shares) at Jun. 30, 2022		34,500,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Cash Flows from Operating Activities:
Net income (loss)			$ 39,875,576	$ (28,829,713)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	$ (1,941,301)	$ 3,497	(2,289,893)	(48,122)
Unrealized loss on marketable securities held in Trust Account	348,175	36,493	307,940	63,961
Change in fair value of Warrant Liabilities	(15,050,000)	20,242,000	(39,456,000)	26,312,000
Transaction costs related to Private Placement and Public Warrants				1,396,743
Changes in operating assets and liabilities:
Prepaid expenses			433,323	(1,614,592)
Accrued expenses			309,933	170,669
Income taxes payable			267,931
Net cash used in operating activities			(551,190)	(2,549,054)
Cash Flows from Investing Activities:
Investment of cash in Trust Account				(1,380,000,000)
Net cash used in investing activities				(1,380,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid				1,355,500,000
Proceeds from sale of Private Placement Warrants				32,600,000
Proceeds from promissory note - related party				375,000
Repayment of promissory note - related party				(375,000)
Payment of offering costs				(725,223)
Net cash provided by financing activities				1,387,374,777
Net Change in Cash			(551,190)	4,825,723
Cash - Beginning of period			4,155,162	25,000
Cash - End of period	$ 3,603,972	$ 4,850,723	3,603,972	4,850,723
Supplemental cash flow information:
Cash paid for income taxes			26,204
Non-Cash Investing and Financing Activities:
Remeasurement adjustment on redeemable common stock			$ 697,207	99,139,091
Deferred underwriting fee payable				$ 48,300,000

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	6 Months Ended
	Jun. 30, 2022
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Churchill Capital Corp VII (the “Company”) was incorporated in Delaware on October 9, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity through June 30, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on February 11, 2021. On February 17, 2021, the Company consummated the Initial Public Offering of 138,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including the issuance of 18,000,000 Units as a result of the underwriters’ full exercise of their over-allotment option further described in Note 3. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $1,380,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 32,600,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, to the Company’s sponsor, Churchill Sponsor VII LLC (the “Sponsor”), generating gross proceeds to the Company of $32,600,000. Transaction costs amounted to $73,525,223 consisting of $24,500,000 of underwriting discount, net of $3,100,000 reimbursed from the underwriters, $48,300,000 of deferred underwriting discount and $725,223 of other offering costs. Following the closing of the Initial Public Offering on February 17, 2021, an amount of $1,380,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to fund working capital requirements, subject to an annual limit of  $1,000,000, and to pay its tax obligations. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding net of amounts disbursed to management for working capital purposes, if applicable, taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares in connection with a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest, net of permitted withdrawals). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and its permitted transferees have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares acquired during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, public stockholders may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and the Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if the Company fails to consummate a Business Combination within the Combination Window (as defined below) and (c) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem one-hundred percent (100%) of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering (or 27 months from the closing of the Initial Public Offering if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination within 24 months from the closing of the Initial Public Offering) (the “Combination Window”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Window. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Window. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the funds on deposit in the Trust Account remaining available for distribution will be less than the Initial Public Offering price per Unit of $10.00 in the Initial Public Offering. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds on deposit in the Trust Account to below (i) $10.00 per Public Share or (ii) the amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of permitted withdrawals. This liability will not apply with respect to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Company due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of June 30, 2022, we had cash of $3,603,972. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the initial stockholders or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants identical to the Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender. Additionally, to fund working capital and tax liabilities the Company has permitted withdrawals available up to an annual limit of $1,000,000. These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit at the Initial Public Offering. As of June 30, 2022, the Company has not had any permitted withdrawals for 2022 and has access to the full $1,000,000 (to the extent interest is available). We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15,“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until February 17, 2023 (or by May 17, 2023, if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination by February 17, 2023) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension not obtained by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the potential mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 17, 2023 (or by May 17, 2023, if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination by February 17, 2023). The Company intends to complete a Business Combination before the mandatory liquidation date. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target business, 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. ​

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 31, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ended December 31, 2022 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding 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 registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. Marketable Securities Held in the Trust Account At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. No amounts were withdrawn during the three and six months ended June 30, 2022. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are shown in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at 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 occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 1,380,000,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants $ (27,048,000) Class A common stock issuance costs $ (72,128,480) Plus: ​ ​ ​ Remeasurement of carrying value to redemption value $ 99,176,480 Class A common stock subject to possible redemption at December 31, 2021 $ 1,380,000,000 Plus: ​ ​ ​ Remeasurement of carrying value to redemption value ​ $ 697,207 Class A common stock subject to possible redemption at June 30, 2022 ​ $ 1,380,697,207 ​ Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and the Private placement Warrants (collectively, the “Warrants”) in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Public Warrants and Private Placement Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation and a modified Black-Scholes model, respectively. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 1.82% and 0.00% for the three months ended June 30, 2022 and 2021, respectively, and 0.73% and 0.00% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended March 31, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs amounted to $73,525,223, of which $72,128,480 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $1,396,743 were expensed to the condensed statements of operations. Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. remeasurment associated with the redeemable shares of Class A common stock is excluded from net income (loss) per common share as the redemption value approximates fair value. The calculation of diluted net income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement to purchase an aggregate of 60,200,000 shares of common stock in the calculation of diluted net income (loss) per common share, since the exercise of the warrants is contingent upon the occurrence of future events. As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended Six Months Ended ​ Six Months Ended ​ June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 ​ Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 12,636,202 ​ $ 3,159,051 ​ $ (16,943,275) ​ ​ (4,235,819) ​ $ 31,900,461 ​ $ 7,975,115 ​ $ (21,701,653) ​ $ (7,128,060) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 138,000,000 ​ 34,500,000 ​ 138,000,000 ​ 34,500,000 ​ 138,000,000 ​ 34,500,000 ​ 101,403,315 ​ 33,306,630 Basic and diluted net income (loss) per common share ​ $ 0.09 ​ $ 0.09 ​ $ (0.12) ​ ​ (0.12) ​ $ 0.23 ​ $ 0.23 ​ $ (0.21) ​ $ (0.21) ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Company’s derivative instruments (see Note 9). Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

PUBLIC OFFERING

PUBLIC OFFERING	6 Months Ended
	Jun. 30, 2022
PUBLIC OFFERING
PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 138,000,000 Units, at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriters of their option to purchase an additional 18,000,000 Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	6 Months Ended
	Jun. 30, 2022
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased in a private placement an aggregate of 32,600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $32,600,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Window, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants (see Note 8).

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In December 2020, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock for an aggregate of $25,000 (the “Founder Shares” or, individually, a “Founder Share”). On February 5, 2021, the Company effected a 20,125,000 stock dividend. Additionally, on February 11, 2021, the Company effected a 5,750,000 stock dividend, resulting in our initial stockholders holding an aggregate of 34,500,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock dividend. The Founder Shares included an aggregate of up to 4,500,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, twenty percent (20%) of the Company’s issued and outstanding common stock after the completion of the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one (1) year after the completion of a Business Combination and (B) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or similar transaction after a Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least one-hundred fifty (150) days after a Business Combination, the Founder Shares will be released from the lock-up. Administrative Services Agreement The Company entered into an agreement, commencing on February 11, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, pursuant to which the Company pays an affiliate of the Sponsor a total of $50,000 per month for office space, administrative and support services. For the three and six months ended June 30, 2022, the Company incurred and paid $150,000 and $300,000 of such fees, respectively. For the three and six months ended June 30, 2021, the Company incurred and paid $150,000 and $219,643 of such fees, respectively. Advisory Fee The Company may engage M. Klein and Company, LLC, an affiliate of the Sponsor, or another affiliate of the Sponsor, as its lead financial advisor in connection with a Business Combination and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions. There were no fees incurred for the three and six months ended June 30, 2022 and 2021. Promissory Note—Related Party On December 30, 2020, the Sponsor agreed to loan the Company an aggregate of up to $600,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. As of June 30, 2022 and December 31, 2021, there was no outstanding balance under the Promissory Note. The borrowings outstanding under the Promissory Note in the amount of $375,000 were repaid upon the consummation of the Initial Public Offering on February 17, 2021. Borrowings under the Promissory Note are no longer available. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. These warrants would be identical to the Private Placement Warrants. No Working Capital Loans were outstanding as of June 30, 2022 and December 31, 2021.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2022
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on February 11, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders of these securities have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statement. Underwriting Agreement The Company granted the underwriters a forty-five (45)-day option from the date of Initial Public Offering to purchase up to 18,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. As a result of the underwriters’ election to fully exercise the over-allotment option, the underwriters purchased an additional 18,000,000 Units, at a price of $10.00 per Unit. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $27,600,000 in the aggregate, payable upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $48,300,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement. Due Diligence Fees As of June 30, 2022, the Company, upon the consummation of an initial Business Combination will be required to pay due diligence fees in the amount of $1,575,000. Legal Fees As of June 30, 2022, the Company, upon the consummation of an initial Business Combination will be required to pay legal fees in the amount of $54,026. For the three and six months ended June 30, 2022, the Company recorded $0 and $9,634 of such fees, respectively. For the three and six months ended June 30, 2021, the Company recorded $0 of such fees. These fees are reflected on the Company’s condensed balance sheet and condensed statement of operations.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	6 Months Ended
	Jun. 30, 2022
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock — Class A Common Stock Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the completion of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent warrants issued, or to be issued, to any seller in a Business Combination.

WARRANT LIABILITIES

WARRANT LIABILITIES	6 Months Ended
	Jun. 30, 2022
WARRANT LIABILITIES
WARRANT LIABILITIES	NOTE 8. WARRANT LIABILITIES At June 30, 2022 and December 31, 2021, there were 27,600,000 Public Warrants outstanding. The Public Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Public Warrants will become exercisable on the later of (a) thirty twelve five The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Warrant and will have no obligation to settle such exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC, and within 60 Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than thirty ( 30 ) days’ prior written notice of redemption; ● if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any twenty ( 20 ) trading days within a thirty ( 30 )-trading day period ending on the third business day prior to the notice of redemption to the Public Warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the Warrants. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the Public Warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. At June 30, 2022 and December 31, 2021, there were 32,600,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until thirty

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2022
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, Description Level 2022 2021 Assets: ​ ​ ​ ​ Marketable securities held in Trust Account 1 ​ $ 1,382,327,845 ​ $ 1,380,345,892 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ Warrant liability- Public Warrants ​ 1 ​ ​ 9,660,000 ​ ​ 27,600,000 Warrant liability- Private Placement Warrants 3 ​ ​ 11,410,000 ​ ​ 32,926,000 ​ The Warrants were 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 statements of operations. The Public and Private Warrants were valued as of February 17, 2021 using a Monte Carlo simulation model and a Modified Black Scholes model, respectively, which is considered to be a Level 3 fair value measurement. The Monte Carlo simulation and the Modified Black-Scholes models’ primary unobservable input utilized in determining the fair value of the Public and Private Warrants is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was 80%, which was estimated based on the observed success rates of business combinations for special purpose acquisition companies. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker CVII.WS. For subsequent measurements of the Private Warrants after detachment, a Modified Black Scholes Option Pricing model was used. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility was implied from the Company’s own Public Warrant pricing. Other key assumptions used in connection with the Modified Black Scholes model were expected life, risk free rate, and dividend yield, which were based on market conditions, management assumptions, and terms of the warrant agreement. At issuance, the estimated fair value of the Private Placement Warrants and the estimated fair value of the Public Warrants was determined by a Monte Carlo simulation. As of June 30, 2022 and December 31, 2021, the estimated fair value of the Private Placement Warrants was determined using a modified Black-Scholes model. The following are the significant inputs used in determining fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of ​ ​ June 30, 2022 December 31, 2021 ​ Exercise price ​ $ 11.50 $ 11.50 ​ Stock price ​ $ 9.77 ​ $ 9.83 ​ Volatility ​ 3.8 % 14.9 % Probability of completing a Business Combination ​ — % — % Term ​ 5.29 ​ 5.29 ​ Risk-free rate ​ 3.00 % 1.35 % Dividend yield ​ 0.0 % 0.0 % ​ For the valuation at June 30, 2022 and December 31, 2021, probability of completing a Business Combination was not a significant input. This assumption is embedded in the volatility percentage. For periods prior to the warrants detachment, this was considered a significant input. The following table presents the changes in the fair value of Level 3 warrant liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants Private Placement Warrants Warrant Liabilities Warrant liabilities at February 17, 2021(IPO) ​ $ — ​ $ — ​ $ — Issuance of Public and Private Warrants ​ ​ 27,048,000 ​ ​ 32,600,000 ​ 59,648,000 Change in fair value of warrant liabilities ​ ​ 2,484,000 ​ ​ 3,586,000 ​ ​ 6,070,000 Fair value as of March 31, 2021 ​ ​ 29,532,000 ​ ​ 36,186,000 ​ ​ 65,718,000 Change in fair value of warrant liabilities ​ ​ 8,832,000 ​ ​ 11,410,000 ​ ​ 20,242,000 Transfer to Level 1 ​ ​ (38,364,000) ​ ​ — ​ ​ (38,364,000) Fair value as of June 30, 2021 ​ ​ — ​ ​ 47,596,000 ​ ​ 47,596,000 Change in fair value of warrant liabilities ​ ​ — ​ ​ (16,952,000) ​ ​ (16,952,000) Fair value as of September 30, 2021 ​ ​ — ​ ​ 30,644,000 ​ ​ 30,644,000 Change in fair value of warrant liabilities ​ ​ — ​ ​ 2,282,000 ​ ​ 2,282,000 Fair value as of December 31, 2021 ​ ​ — ​ ​ 32,926,000 ​ ​ 32,926,000 Change in fair value of warrant liabilities ​ ​ — ​ ​ (13,366,000) ​ ​ (13,366,000) Fair value as of March 31, 2022 ​ ​ — ​ ​ 19,560,000 ​ ​ 19,560,000 Change in fair value of warrant liabilities ​ ​ — ​ ​ (8,150,000) ​ ​ (8,150,000) Fair value as of June 30, 2022 ​ $ — ​ $ 11,410,000 ​ $ 11,410,000 ​ 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 at the time of transfer during the year ended December 31, 2021 was $38,364,000.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 31, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ended December 31, 2022 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding 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 registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021.
Marketable Securities Held in the Trust Account	Marketable Securities Held in the Trust Account At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. No amounts were withdrawn during the three and six months ended June 30, 2022. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are shown in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at 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 occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 1,380,000,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants $ (27,048,000) Class A common stock issuance costs $ (72,128,480) Plus: ​ ​ ​ Remeasurement of carrying value to redemption value $ 99,176,480 Class A common stock subject to possible redemption at December 31, 2021 $ 1,380,000,000 Plus: ​ ​ ​ Remeasurement of carrying value to redemption value ​ $ 697,207 Class A common stock subject to possible redemption at June 30, 2022 ​ $ 1,380,697,207
Warrant Liabilities	Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and the Private placement Warrants (collectively, the “Warrants”) in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Public Warrants and Private Placement Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation and a modified Black-Scholes model, respectively. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 1.82% and 0.00% for the three months ended June 30, 2022 and 2021, respectively, and 0.73% and 0.00% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended March 31, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Offering Costs	Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs amounted to $73,525,223, of which $72,128,480 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $1,396,743 were expensed to the condensed statements of operations.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. remeasurment associated with the redeemable shares of Class A common stock is excluded from net income (loss) per common share as the redemption value approximates fair value. The calculation of diluted net income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement to purchase an aggregate of 60,200,000 shares of common stock in the calculation of diluted net income (loss) per common share, since the exercise of the warrants is contingent upon the occurrence of future events. As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended Six Months Ended ​ Six Months Ended ​ June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 ​ Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 12,636,202 ​ $ 3,159,051 ​ $ (16,943,275) ​ ​ (4,235,819) ​ $ 31,900,461 ​ $ 7,975,115 ​ $ (21,701,653) ​ $ (7,128,060) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 138,000,000 ​ 34,500,000 ​ 138,000,000 ​ 34,500,000 ​ 138,000,000 ​ 34,500,000 ​ 101,403,315 ​ 33,306,630 Basic and diluted net income (loss) per common share ​ $ 0.09 ​ $ 0.09 ​ $ (0.12) ​ ​ (0.12) ​ $ 0.23 ​ $ 0.23 ​ $ (0.21) ​ $ (0.21)
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Company’s derivative instruments (see Note 9).
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of reconciliation of Class A common stocks reflected in the condensed balance sheets	At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 1,380,000,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants $ (27,048,000) Class A common stock issuance costs $ (72,128,480) Plus: ​ ​ ​ Remeasurement of carrying value to redemption value $ 99,176,480 Class A common stock subject to possible redemption at December 31, 2021 $ 1,380,000,000 Plus: ​ ​ ​ Remeasurement of carrying value to redemption value ​ $ 697,207 Class A common stock subject to possible redemption at June 30, 2022 ​ $ 1,380,697,207
Reconciliation of Net 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended Six Months Ended ​ Six Months Ended ​ June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 ​ Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 12,636,202 ​ $ 3,159,051 ​ $ (16,943,275) ​ ​ (4,235,819) ​ $ 31,900,461 ​ $ 7,975,115 ​ $ (21,701,653) ​ $ (7,128,060) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 138,000,000 ​ 34,500,000 ​ 138,000,000 ​ 34,500,000 ​ 138,000,000 ​ 34,500,000 ​ 101,403,315 ​ 33,306,630 Basic and diluted net income (loss) per common share ​ $ 0.09 ​ $ 0.09 ​ $ (0.12) ​ ​ (0.12) ​ $ 0.23 ​ $ 0.23 ​ $ (0.21) ​ $ (0.21)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2022
FAIR VALUE MEASUREMENTS
Schedule of assets and liabilities that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, Description Level 2022 2021 Assets: ​ ​ ​ ​ Marketable securities held in Trust Account 1 ​ $ 1,382,327,845 ​ $ 1,380,345,892 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ Warrant liability- Public Warrants ​ 1 ​ ​ 9,660,000 ​ ​ 27,600,000 Warrant liability- Private Placement Warrants 3 ​ ​ 11,410,000 ​ ​ 32,926,000
Schedule of significant inputs used in determining fair value	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of ​ ​ June 30, 2022 December 31, 2021 ​ Exercise price ​ $ 11.50 $ 11.50 ​ Stock price ​ $ 9.77 ​ $ 9.83 ​ Volatility ​ 3.8 % 14.9 % Probability of completing a Business Combination ​ — % — % Term ​ 5.29 ​ 5.29 ​ Risk-free rate ​ 3.00 % 1.35 % Dividend yield ​ 0.0 % 0.0 %
Schedule of change in the fair value of the Level 3 warrant liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants Private Placement Warrants Warrant Liabilities Warrant liabilities at February 17, 2021(IPO) ​ $ — ​ $ — ​ $ — Issuance of Public and Private Warrants ​ ​ 27,048,000 ​ ​ 32,600,000 ​ 59,648,000 Change in fair value of warrant liabilities ​ ​ 2,484,000 ​ ​ 3,586,000 ​ ​ 6,070,000 Fair value as of March 31, 2021 ​ ​ 29,532,000 ​ ​ 36,186,000 ​ ​ 65,718,000 Change in fair value of warrant liabilities ​ ​ 8,832,000 ​ ​ 11,410,000 ​ ​ 20,242,000 Transfer to Level 1 ​ ​ (38,364,000) ​ ​ — ​ ​ (38,364,000) Fair value as of June 30, 2021 ​ ​ — ​ ​ 47,596,000 ​ ​ 47,596,000 Change in fair value of warrant liabilities ​ ​ — ​ ​ (16,952,000) ​ ​ (16,952,000) Fair value as of September 30, 2021 ​ ​ — ​ ​ 30,644,000 ​ ​ 30,644,000 Change in fair value of warrant liabilities ​ ​ — ​ ​ 2,282,000 ​ ​ 2,282,000 Fair value as of December 31, 2021 ​ ​ — ​ ​ 32,926,000 ​ ​ 32,926,000 Change in fair value of warrant liabilities ​ ​ — ​ ​ (13,366,000) ​ ​ (13,366,000) Fair value as of March 31, 2022 ​ ​ — ​ ​ 19,560,000 ​ ​ 19,560,000 Change in fair value of warrant liabilities ​ ​ — ​ ​ (8,150,000) ​ ​ (8,150,000) Fair value as of June 30, 2022 ​ $ — ​ $ 11,410,000 ​ $ 11,410,000

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			6 Months Ended
	Feb. 17, 2021 USD ($) $ / shares shares	Oct. 09, 2020 item	Jun. 30, 2022 USD ($) $ / shares	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum | item		1
Proceeds from sale of Private Placement Warrants				$ 32,600,000
Transaction Costs	$ 73,525,223
Underwriting fees	24,500,000
Reimbursed from the underwriters	3,100,000
Deferred underwriting fee payable	48,300,000		$ 48,300,000		$ 48,300,000
Other offering costs	$ 725,223
Payments for investment of cash in Trust Account				$ 1,380,000,000
Condition for future business combination use of proceeds percentage			80
Condition for future business combination threshold Percentage Ownership			50
Condition for future business combination threshold Net Tangible Assets			$ 5,000,001
Redemption limit percentage without prior consent			15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100%
Months to complete acquisitions			24
Redemption period upon closure			10 days
Cash held outside the trust account			$ 3,603,972		$ 4,155,162
Business Combination Period			27 months
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares	32,600,000
Price of warrant | $ / shares	$ 1
Proceeds from sale of Private Placement Warrants	$ 32,600,000
Price of warrant | $ / shares	$ 1
Working capital loans warrant
Subsidiary, Sale of Stock [Line Items]
Price of warrant | $ / shares			$ 1
Loan conversion agreement warrant			$ 1,500,000
Price of warrant | $ / shares			$ 1
Maximum amount of withdrawal available			$ 1,000,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares	138,000,000
Purchase price, per unit | $ / shares	$ 10
Proceeds from issuance initial public offering	$ 1,380,000,000
Deferred underwriting fee payable	48,300,000
Payments for investment of cash in Trust Account	1,380,000,000
Cash held outside the trust account	1,000,000
Maximum Allowed Dissolution Expenses	$ 100,000
Investments Maximum Maturity Term	185 days
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares	32,600,000
Price of warrant | $ / shares	$ 1
Proceeds from sale of Private Placement Warrants	$ 32,600,000
Price of warrant | $ / shares	$ 1
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares	18,000,000
Purchase price, per unit | $ / shares	$ 10

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Cash equivalents	$ 0		$ 0		$ 0
Withdrawn marketable securities held in trust account	$ 0		$ 0
Effective income tax rate	1.82%	0%	0.73%	0%
Statutory income tax rate (as Percent)	21%	21%	21%	21%
Unrecognized tax benefits	$ 0		$ 0		0
Unrecognized tax benefits accrued for interest and penalties	0		$ 0		$ 0
Anti-dilutive securities attributable to warrants (in shares)			60,200,000
Federal depository insurance coverage	$ 250,000		$ 250,000
Initial Public Offering
Offering cost			73,525,223
Charges On Stockholders Equity			72,128,480
Offering cost expenses			$ 1,396,743

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Common Stock Subject to Possible Redemption (Details) - USD ($)	3 Months Ended			6 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds					$ 1,380,000,000
Proceeds Allocated to Public Warrants					(27,048,000)
Class A common stock issuance costs					(72,128,480)
Remeasurement of carrying value to redemption value	$ 697,207	$ (15,839)	$ 99,176,480	$ 697,207	99,176,480
Class A common stock subject to possible redemption	$ 1,380,697,207			$ 1,380,697,207	$ 1,380,000,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) per Common Share (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator:
Allocation of net income (loss)	$ 15,795,253	$ 24,080,323	$ (21,179,094)	$ (7,650,619)	$ 39,875,576	$ (28,829,713)
Class A Common Stock
Numerator:
Allocation of net income (loss)	$ 12,636,202		$ (16,943,275)		$ 31,900,461	$ (21,701,653)
Denominator:
Weighted average shares outstanding, basic	138,000,000		138,000,000		138,000,000	101,403,315
Weighted average shares outstanding, diluted	138,000,000		138,000,000		138,000,000	101,403,315
Net income (loss) per common share, basic	$ 0.09		$ (0.12)		$ 0.23	$ (0.21)
Net income (loss) per common share, diluted	$ 0.09		$ (0.12)		$ 0.23	$ (0.21)
Class B Common Stock
Numerator:
Allocation of net income (loss)	$ 3,159,051		$ (4,235,819)		$ 7,975,115	$ (7,128,060)
Denominator:
Weighted average shares outstanding, basic	34,500,000		34,500,000		34,500,000	33,306,630
Weighted average shares outstanding, diluted	34,500,000		34,500,000		34,500,000	33,306,630
Net income (loss) per common share, basic	$ 0.09		$ (0.12)		$ 0.23	$ (0.21)
Net income (loss) per common share, diluted	$ 0.09		$ (0.12)		$ 0.23	$ (0.21)

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details)	Feb. 17, 2021 $ / shares shares
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	138,000,000
Purchase price, per unit | $ / shares	$ 10
Number of shares in a unit	1
Number of warrants in a unit	0.20
Number of shares issuable per warrant	1
Exercise price of warrants | $ / shares	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	18,000,000
Purchase price, per unit | $ / shares	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)		6 Months Ended
	Feb. 17, 2021	Jun. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price		$ 32,600,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	32,600,000
Price of warrant	$ 1
Aggregate purchase price	$ 32,600,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	32,600,000
Price of warrant	$ 1
Aggregate purchase price	$ 32,600,000
Number of shares per warrant	1
Exercise price of warrant	$ 11.50

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)			1 Months Ended
	Feb. 11, 2021 shares	Feb. 05, 2021 USD ($)	Dec. 31, 2020 USD ($) D $ / shares shares
Over-allotment option
Related Party Transaction [Line Items]
Shares subject to forfeiture	0
Founder Shares | Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued			8,625,000
Aggregate purchase price | $			$ 25,000
Share dividend	5,750,000
Common stock dividend | $		$ 20,125,000
Aggregate number of shares owned	34,500,000
Shares subject to forfeiture	4,500,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			20%
Restrictions on transfer period of time after Business Combination completion			1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial Business Combination (in dollars per share) | $ / shares			$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial Business Combination | 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

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)			3 Months Ended		6 Months Ended
	Feb. 17, 2021	Feb. 11, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Repayment of promissory note - related party						$ 375,000
Working capital loans warrant
Related Party Transaction [Line Items]
Loan conversion agreement warrant			$ 1,500,000		$ 1,500,000
Price of warrant			$ 1		$ 1
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month		$ 50,000
Expenses incurred and paid			$ 150,000	$ 150,000	$ 300,000	219,643
Advisory fee
Related Party Transaction [Line Items]
Expenses incurred and paid			0	$ 0	0	$ 0
Promissory Note with Related Party
Related Party Transaction [Line Items]
Outstanding balance of related party note			0		0		$ 0
Repayment of promissory note - related party	$ 375,000
Promissory Note with Related Party | Maximum
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note								$ 600,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Outstanding balance of related party note			0		0		$ 0
Loan conversion agreement warrant			$ 1,500,000		$ 1,500,000
Price of warrant			$ 1		$ 1

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)		3 Months Ended		6 Months Ended
	Feb. 17, 2021 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) item	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) item	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Subsidiary, Sale of Stock [Line Items]
Maximum number of demands for registration of securities | item		3		3
Granted term	45 days
Due diligence fees				$ 1,575,000
Deferred underwriting fee payable	$ 48,300,000	$ 48,300,000		48,300,000		$ 48,300,000
Legal fees payable		54,026		54,026
Legal fees		$ 0	$ 0	$ 9,634	$ 0
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares	138,000,000
Purchase price, per share | $ / shares	$ 10
Underwriting cash discount per unit | $ / shares	$ 0.20
Underwriter cash discount	$ 27,600,000
Deferred fee per unit | $ / shares	$ 0.35
Deferred underwriting fee payable	$ 48,300,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares	18,000,000
Purchase price, per share | $ / shares	$ 10

STOCKHOLDERS' DEFICIT - Preferr

STOCKHOLDERS' DEFICIT - Preferred Stock (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
STOCKHOLDERS' DEFICIT
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

STOCKHOLDERS' DEFICIT - Common

STOCKHOLDERS' DEFICIT - Common Stock (Details)	6 Months Ended
	Jun. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Class A Common Stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common stock, votes per share | Vote	1
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Common stock, shares issued (in shares)	138,000,000	138,000,000
Common stock, shares outstanding (in shares)	138,000,000	138,000,000
Class B Common Stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common stock, votes per share | Vote	1
Common stock, shares issued (in shares)	34,500,000	34,500,000
Common stock, shares outstanding (in shares)	34,500,000	34,500,000
Ratio to be applied to the stock in the conversion	20

WARRANT LIABILITIES (Details)

WARRANT LIABILITIES (Details)	6 Months Ended
	Jun. 30, 2022 D $ / shares shares	Dec. 31, 2021 shares
Class of Warrant or Right [Line Items]
Maximum period after Business Combination in which to file registration statement	15 days
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding | shares	27,600,000	27,600,000
Warrant exercise period after completion of a Business Combination	30 days
Warrant exercise period from closing of the Initial Public Offering	12 months
Public Warrants expiration term	5 years
Maximum threshold period for registration statement to become effective after Business Combination	60 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding | shares	32,600,000	32,600,000
Restrictions on transfer period of time after Business Combination completion	30 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Public Warrants
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share) | $ / shares	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Warrant redemption condition minimum share price | $ / shares	$ 18
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants | D	30

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Assets:
Marketable securities held in Trust Account	$ 1,382,327,845	$ 1,380,345,892
Liabilities:
Warrant liability	$ 21,070,000	60,526,000
Percentage of probability of Business Combination	80%
Level 1 | Recurring | U.S. Treasury Securities
Assets:
Marketable securities held in Trust Account	$ 1,382,327,845	1,380,345,892
Level 1 | Recurring | Public Warrants
Liabilities:
Warrant liability	9,660,000	27,600,000
Level 3 | Recurring | Private Placement Warrants
Liabilities:
Warrant liability	$ 11,410,000	$ 32,926,000

FAIR VALUE MEASUREMENTS - Signi

FAIR VALUE MEASUREMENTS - Significant inputs used in determining fair value (Details) - Level 3	Jun. 30, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants fair value, measurement input	11.50	11.50
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants fair value, measurement input	9.77	9.83
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants fair value, measurement input	3.8	14.9
Term
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants fair value, measurement input | $	5.29	5.29
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants fair value, measurement input	3	1.35
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants fair value, measurement input	0	0

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Changes in the fair value of Level 3 warrant liabilities (Details) - USD ($)	1 Months Ended	3 Months Ended					12 Months Ended
	Mar. 31, 2021	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Transfer to Level 1							$ (38,364,000)
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at beginning of period	$ 0	$ 19,560,000	$ 32,926,000	$ 30,644,000	$ 47,596,000	$ 65,718,000
Issuance of Public and Private Warrants	59,648,000
Change in fair value of warrant liabilities	6,070,000	(8,150,000)	(13,366,000)	2,282,000	(16,952,000)	20,242,000
Transfer to Level 1						38,364,000
Fair value at end of period	65,718,000	11,410,000	19,560,000	32,926,000	30,644,000	47,596,000	32,926,000
Level 3 | Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at beginning of period	0	19,560,000	32,926,000	30,644,000	47,596,000	36,186,000
Issuance of Public and Private Warrants	32,600,000
Change in fair value of warrant liabilities	3,586,000	(8,150,000)	(13,366,000)	2,282,000	(16,952,000)	11,410,000
Fair value at end of period	36,186,000	$ 11,410,000	$ 19,560,000	$ 32,926,000	$ 30,644,000	47,596,000	$ 32,926,000
Level 3 | Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at beginning of period	0					29,532,000
Issuance of Public and Private Warrants	27,048,000
Change in fair value of warrant liabilities	2,484,000					8,832,000
Transfer to Level 1						$ 38,364,000
Fair value at end of period	$ 29,532,000