Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001835800 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | PIVOTAL INVESTMENT CORPORATION III | |
Entity File Number | 001-40019 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-3415215 | |
Entity Address, Address Line One | The Chrysler Building | |
Entity Address, Address Line Two | 405 Lexington Avenue, 11th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
City Area Code | 212 | |
Local Phone Number | 818-8800 | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value | |
Trading Symbol | PICC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Address, Postal Zip Code | 10174 | |
Capital Units [Member] | ||
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 redeemable warrant | |
Trading Symbol | PICC.U | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | |
Trading Symbol | PICC WS | |
Security Exchange Name | NYSE | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 27,600,000 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,900,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 334,253 | $ 563,923 |
Prepaid expenses | 103,770 | 135,734 |
Total Current Assets | 438,023 | 699,657 |
Marketable securities held in Trust Account | 276,116,810 | 276,079,114 |
TOTAL ASSETS | 276,554,833 | 276,778,771 |
Current liabilities | ||
Accounts payable and accrued expenses | 2,054,914 | 1,460,005 |
Total Current Liabilities | 2,054,914 | 1,460,005 |
Warrant liabilities | 5,883,400 | 12,150,500 |
Deferred underwriting fee payable | 9,660,000 | 9,660,000 |
TOTAL LIABILITIES | 17,598,314 | 23,270,505 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption 27,600,000 shares outstanding at redemption value as of March 31, 2022 and December 31, 2021 | 276,000,000 | 276,000,000 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (17,044,171) | (22,492,424) |
Total Stockholders' Deficit | (17,043,481) | (22,491,734) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 276,554,833 | 276,778,771 |
Class B Common Stock [Member] | ||
Stockholders' Deficit | ||
Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 6,900,000 shares issued and outstanding, as of March 31, 2022 and December 31, 2021 | $ 690 | $ 690 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock par or stated 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 [Member] | ||
Temporary equity shares outstanding | 27,600,000 | 27,600,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 125,000,000 | 125,000,000 |
Common stock shares issued | 27,600,000 | 27,600,000 |
Common stock shares outstanding | 27,600,000 | 27,600,000 |
Class B Common Stock [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 25,000,000 | 25,000,000 |
Common stock shares issued | 6,900,000 | 6,900,000 |
Common stock shares outstanding | 6,900,000 | 6,900,000 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating and formation costs | $ 856,543 | $ 129,793 |
Loss from operations | (856,543) | (129,793) |
Other income (expenses): | ||
Change in fair value of warrant liabilities | 6,267,100 | (6,168,620) |
Transaction costs allocated to warrant liabilities | 0 | (526,599) |
Interest earned on marketable securities held in Trust Account | 35,833 | 10,465 |
Unrealized gain on marketable securities held in Trust Account | 1,863 | 8,513 |
Total other income (expense), net | 6,304,796 | (6,676,241) |
Net income (loss) | 5,448,253 | (6,806,034) |
Common Class A [Member] | ||
Other income (expenses): | ||
Net income (loss) | $ 4,358,602 | $ (4,740,607) |
Basic and diluted weighted average shares outstanding | 27,600,000 | 14,885,393 |
Basic and diluted net income (loss) per share | $ 0.16 | $ (0.32) |
Common Class B [Member] | ||
Other income (expenses): | ||
Net income (loss) | $ 1,089,651 | $ (2,065,427) |
Basic and diluted weighted average shares outstanding | 6,900,000 | 6,485,393 |
Basic and diluted net income (loss) per share | $ 0.16 | $ (0.32) |
Condensed Statements Of Changes
Condensed Statements Of Changes In Stockholders' Deficit - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Class A Common Stock [Member] | Class A Common Stock [Member]Common Stock [Member] | Class B Common Stock [Member] | Class B Common Stock [Member]Common Stock [Member] |
Beginning balance at Dec. 31, 2020 | $ 24,149 | $ 24,310 | $ (851) | $ 0 | $ 690 | ||
Beginning balance, Shares at Dec. 31, 2020 | 0 | 6,900,000 | |||||
Remeasurement adjustment on redeemable common stock | (31,331,658) | (7,294,310) | (24,037,348) | ||||
Sale of 7,270,000 Private Placement Warrants | 7,270,000 | 7,270,000 | |||||
Net income (loss) | (6,806,034) | (6,806,034) | $ (4,740,607) | $ (2,065,427) | |||
Ending balance, Shares at Mar. 31, 2021 | 0 | 6,900,000 | |||||
Ending balance at Mar. 31, 2021 | (30,843,543) | 0 | (30,844,233) | $ 0 | $ 690 | ||
Beginning balance at Dec. 31, 2021 | (22,491,734) | $ 0 | (22,492,424) | $ 0 | $ 690 | ||
Beginning balance, Shares at Dec. 31, 2021 | 0 | 6,900,000 | |||||
Remeasurement adjustment on redeemable common stock | 0 | ||||||
Net income (loss) | 5,448,253 | 5,448,253 | $ 4,358,602 | $ 1,089,651 | |||
Ending balance, Shares at Mar. 31, 2022 | 0 | 6,900,000 | |||||
Ending balance at Mar. 31, 2022 | $ (17,043,481) | $ (17,044,171) | $ 0 | $ 690 |
Condensed Statement Of Changes
Condensed Statement Of Changes In Stockholder's Equity (Parenthetical) | 3 Months Ended |
Mar. 31, 2021shares | |
Private Placement Warrants [Member] | |
Number of units sold | 7,270,000 |
Condensed Statement Of Cash Flo
Condensed Statement Of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 5,448,253 | $ (6,806,034) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | (6,267,100) | 6,168,620 |
Transaction costs allocated to warrant liabilities | 0 | 526,599 |
Interest earned on marketable securities held in Trust Account | (35,833) | (10,465) |
Unrealized gain on marketable securities held in Trust Account | (1,863) | (8,513) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 31,964 | (21,923) |
Accounts payable and accrued expenses | 594,909 | 124,257 |
Net cash used in operating activities | (229,670) | (27,459) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | 0 | (276,000,000) |
Net cash used in investing activities | 0 | (276,000,000) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 0 | 270,480,000 |
Proceeds from sale of Private Placement Warrants | 0 | 7,270,000 |
Proceeds from promissory notes – related party | 0 | 125,000 |
Repayment of promissory notes – related party | 0 | (125,000) |
Payment of offering costs | 0 | (384,062) |
Net cash provided by in financing activities | 0 | 277,365,938 |
Net Change in Cash | (229,670) | 1,338,479 |
Cash – Beginning | 563,923 | 0 |
Cash – Ending | 334,253 | 1,338,479 |
Non-cash investing and financing activities: | ||
Remeasurement adjustment on redeemable common stock | 0 | 31,331,658 |
Offering costs included in accrued offering costs | 0 | 106,475 |
Deferred underwriting fee payable | $ 0 | $ 9,660,000 |
Description Of Organization, Go
Description Of Organization, Going Concern And Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description Of Organization, Going Concern And Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION, GOING CONCERN AND BUSINESS OPERATIONS Pivotal Investment Corporation III (the “Company”) was incorporated in Delaware on October 6, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. All activity for the period from October 6, 2020 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering were declared effective on February 8, 2021. On February 11, 2021, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,270,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Pivotal Investment Holdings III LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $7,270,000, which is described in Note 4. Transaction costs amounted to $15,695,537, consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $515,537 of other offering costs. Following the closing of the Initial Public Offering on February 11,2021, an amount of $276,000,000 ($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”), 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 While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account, substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, which are placed in the Trust Account, are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (net of amounts previously disbursed to management for tax obligations and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the agreement to enter into an initial Business Combination. Notwithstanding the foregoing, if the Company is not then listed on the NYSE for whatever reason, it would no longer be required to meet the foregoing 80% fair market value test. The Company intends to only complete a Business Combination if the post-Business Combination 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 stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon the consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the conversions 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 holders of Founder Shares (as defined below in Note 5) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they vote, irrespective of whether they vote for or against the proposed Business Combination. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct conversions 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 20% or more of the Public Shares, without the prior consent of the Company. The holders of Founder Shares (as defined below in Note 5) have agreed (a) to waive their conversion rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business If the Company is unable to complete a Business Combination by February 11, 2023 and such period is not extended by stockholders, 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 business days thereafter, redeem the Public Shares, at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The holders of Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters are expected agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor will agree to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per share or (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Going Concern At March 31, 2022, the Company had $334,253 in its operating bank accounts, $276,116,810 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $1,500,081, net of interest on trust. As of March 31, 2022, approximately $116,810 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 March 31, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed 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 Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity upon the completion of the Initial Public Offering. Offering costs amounting to $15,168,938 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $526,599 were expensed as of the date of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement adjustment from carrying value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in Components of Equity Upon the Initial Public Offering, the Company issued Class A common stock and Public Warrants. The Company also issued Private Placement Warrants. The Company allocated the proceeds received from the issuance using the with-and-without shares of Class A common stock are presented within temporary equity, as these shares are subject to redemption upon the occurrence of events not solely within the Company’s control. Warrant Liabilities The Company assessed its warrants under ASC 480-25, 815-40 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The provision for income taxes was deemed to be immaterial for the three months ended March 31, 2022. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stocks outstanding for the period. The Company applies the two-class method in calculating earnings per share. Remeasurement adjustment associated with the redeemable shares of Class A common stocks is excluded from earnings per share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 12,790,000 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Three Months Ended For the Three Months Ended 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 4,358,602 $ 1,089,651 $ (4,740,607 ) $ (2,065,427 ) Denominator: Basic and diluted weighted average shares outstanding 27,600,000 6,900,000 14,885,393 6,485,393 Basic and diluted net income (loss) per common stock $ 0.16 $ 0.16 $ (0.32 ) $ (0.32 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed balance sheet, primarily due to their short-term nature, except for warrant liabilities (see Note 8). Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-fifth |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,270,000 Private Placement Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $7,270,000 in a private placement. Each Private Warrant will be exercisable to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the sale of Private 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 Period, the proceeds of the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On October 6, 2020, the Company’s sponsor (“Sponsor”) paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”). Our Sponsor subsequently transferred certain shares to our officers and directors and other third parties in each case at the same per-share purchase price paid by our initial stockholders. On February 8, 2021, the Company effected a stock dividend of 0.2 shares of Class B common stock for each outstanding share of Class B common stock resulting in there being an aggregate of 6,900,000 Founder Shares outstanding. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one The Founder Shares included an aggregate of up to shares subject to forfeiture by the holders to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholders will own, on an as-converted basis, % of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the holders of Founder Shares do 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 holders of Founder Shares will agree, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:(A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale 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 20 trading days within any 30-trading Related Party Advances On December 30, 2021, the Company reimbursed MGG Investment Group LP, an affiliate of the Sponsor, $160,491 for payment of expenses in 2021 on behalf of the Company. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s officer, directors, Sponsor or an affiliate of the foregoing, may, but are not obligated to, loan the Company funds as may be required (“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. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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 such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Related Party—Consulting Agreement On February 22, 2021, the Company entered into an agreement with a family member of the CEO and President for services related to a potential Business Combination. The agreement specifies that the consultant will provide the Company with advice on due diligence, deal structuring, documentation and obtaining shareholder approval for a cost of $9,917 per month or $119,000 in total if a Business Combination is closed at any time prior to February 22, 2022. The agreement may be terminated by either party by providing thirty (30) days written notice. For the period ended December 31, 2021, the company incurred and paid approximately $72,600 in fees related to these services. Effective September 30, 2021, this agreement was terminated. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on February 8, 2021, the holders of the Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Warrants), and warrants (and any shares of Class A common stock issuable upon exercise of such warrants) that may be issued upon conversion of working capital loans will have registration rights to require the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter’s Agreement The underwriters from the initial public offering are entitled to a deferred fee of |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock par value common stock. Holders of the Company’s shares of Class A common stock are entitled to one vote for each share. At March 31, 2022 and December 31, 2021, there Class B Common Stock The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one as-converted |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At March 31, 2022 and December 31, 2021, assets held in the Trust Account were comprised of $276,116,810 and $276,079,114, respectively, in which is invested primarily in U.S. Treasury Securities. Through March 31, 2022 and December 31, 2021, the Company has not withdrawn any of interest earned on the Trust Account. The following table presents information about Level December 31, 2021 March 31, 2022 Assets: Marketable securities held in Trust Account 1 $ 276,079,114 $ 276,116,810 Liabilities: Warrant Liability – Private Placement Warrants 1 6,906,500 3,344,200 Warrant Liability – Public Warrants 2 5,244,000 2,539,200 Warrant Liabilities The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Public Warrants and the Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units on February 11, 2021, the close price of the public warrant price will be used as the fair value as of each relevant date. At December 31, 2021 the Private Warrants transferred to Level 2 due to the use of an observable market quote for a similar asset in an active market. At March 31, 2022, the values of the Public Warrants and Private Placement Warrants were $2,539,200 and $3,344,200, respectively, based on a fair value of $0.46 per warrant. At December 31, 2021, the values of the Public Warrants and Private Placement Warrants were $5,244,000 and $6,906,500, respectively, based on a fair value of $0.95 per warrant. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2021 $ 6,906,500 $ 5,244,000 $ 12,150,500 Change in valuation inputs or other assumptions (3,562,300 ) (2,704,800 ) (6,267,100 ) Fair value as of March 31, 2022 $ 3,344,200 $ 2,539,200 $ 5,883,400 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9. SUBSEQUENT EVENTS The Company 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) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for |
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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 March 31, 2022 and December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed 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 Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity upon the completion of the Initial Public Offering. Offering costs amounting to $15,168,938 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $526,599 were expensed as of the date of the Initial Public Offering. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement adjustment from carrying value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in |
Components of Equity | Components of Equity Upon the Initial Public Offering, the Company issued Class A common stock and Public Warrants. The Company also issued Private Placement Warrants. The Company allocated the proceeds received from the issuance using the with-and-without shares of Class A common stock are presented within temporary equity, as these shares are subject to redemption upon the occurrence of events not solely within the Company’s control. |
Warrant Liability | Warrant Liabilities The Company assessed its warrants under ASC 480-25, 815-40 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The provision for income taxes was deemed to be immaterial for the three months ended March 31, 2022. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stocks outstanding for the period. The Company applies the two-class method in calculating earnings per share. Remeasurement adjustment associated with the redeemable shares of Class A common stocks is excluded from earnings per share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 12,790,000 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Three Months Ended For the Three Months Ended 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 4,358,602 $ 1,089,651 $ (4,740,607 ) $ (2,065,427 ) Denominator: Basic and diluted weighted average shares outstanding 27,600,000 6,900,000 14,885,393 6,485,393 Basic and diluted net income (loss) per common stock $ 0.16 $ 0.16 $ (0.32 ) $ (0.32 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed balance sheet, primarily due to their short-term nature, except for warrant liabilities (see Note 8). |
Recent Issued Accounting Standards | Recently Issued 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) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Three Months Ended For the Three Months Ended 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 4,358,602 $ 1,089,651 $ (4,740,607 ) $ (2,065,427 ) Denominator: Basic and diluted weighted average shares outstanding 27,600,000 6,900,000 14,885,393 6,485,393 Basic and diluted net income (loss) per common stock $ 0.16 $ 0.16 $ (0.32 ) $ (0.32 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Line Items] | |
Summary of Assets and Liabilities Measured at Fair Value | The following table presents information about Level December 31, 2021 March 31, 2022 Assets: Marketable securities held in Trust Account 1 $ 276,079,114 $ 276,116,810 Liabilities: Warrant Liability – Private Placement Warrants 1 6,906,500 3,344,200 Warrant Liability – Public Warrants 2 5,244,000 2,539,200 |
Summary of Fair Value of The Derivative Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2021 $ 6,906,500 $ 5,244,000 $ 12,150,500 Change in valuation inputs or other assumptions (3,562,300 ) (2,704,800 ) (6,267,100 ) Fair value as of March 31, 2022 $ 3,344,200 $ 2,539,200 $ 5,883,400 |
Description Of Organization And
Description Of Organization And Business Operations - Additional Information (Details) - USD ($) | Nov. 02, 2021 | Feb. 11, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Entity incorporation, date of incorporation | Oct. 6, 2020 | ||||
Proceeds From Issuance Of IPO | $ 0 | $ 270,480,000 | |||
Proceeds from Issuance of Private Placement | 0 | $ 7,270,000 | |||
Stock ìssuance costs | 15,695,537 | ||||
Underwriting Fees | 5,520,000 | ||||
Deferred underwriting fee | 9,660,000 | ||||
Other offering costs | 515,537 | ||||
Restricted Investments Term | 185 days | ||||
Net tangible assets required for consummation of business combination | $ 5,000,001 | ||||
Share Price | $ 10 | ||||
Percentage of redeeming shares of public shares | 20.00% | ||||
Interest amount to pay dissolution expenses | $ 100,000 | ||||
Share value to be maintained for the assets available for distribution | $ 10 | ||||
Reduce the amount of funds in the trust account below price per share | $ 10 | ||||
Percentage of public shares to be redeemed on non completion of business combination | 100.00% | ||||
Cash in operating bank accounts | $ 334,253 | $ 563,923 | |||
Assets Held-in-trust | 276,116,810 | ||||
Working Capital Deficit | 1,500,081 | ||||
Interest Income On Trust Account | $ 116,810 | ||||
Minimum [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Percentage of fair market value of target business to asset held in trust account | 80.00% | ||||
Percentage of fair market value of target business to asset held in trust | 80.00% | ||||
Minimum [Member] | Business Combination [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Percentage of voting equity interests acquired at the acquisition date | 50.00% | ||||
IPO [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Share Price | $ 10 | ||||
Private Placement [Member] | Sponsor [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock Issued During Period Shares | 7,270,000 | 7,270,000 | |||
Shares Issued Price Per Share | $ 1 | $ 1 | |||
Proceeds from Issuance of Private Placement | $ 7,270,000 | $ 7,270,000 | |||
Class A Common Stock [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock Issued During Period Shares | 27,600,000 | ||||
Class A Common Stock [Member] | IPO [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock Issued During Period Shares | 27,600,000 | ||||
Shares Issued Price Per Share | $ 10 | ||||
Proceeds From Issuance Of IPO | $ 276,000,000 | ||||
Class A Common Stock [Member] | Over-Allotment Option [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock Issued During Period Shares | 3,600,000 |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 5,448,253 | $ (6,806,034) |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 4,358,602 | $ (4,740,607) |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 27,600,000 | 14,885,393 |
Basic and diluted net income (loss) per common stock | $ 0.16 | $ (0.32) |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 1,089,651 | $ (2,065,427) |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 6,900,000 | 6,485,393 |
Basic and diluted net income (loss) per common stock | $ 0.16 | $ (0.32) |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Unrecognized tax benefits | 0 | $ 0 |
FDIC insured amount | $ 250,000 | |
Class A Common Stock [Member] | ||
Significant Accounting Policies [Line Items] | ||
Temporary equity shares outstanding | 27,600,000 | 27,600,000 |
IPO [Member] | ||
Significant Accounting Policies [Line Items] | ||
Adjustment to additional paid in capital stock issuance costs | $ 15,168,938 | |
Stock issuance costs charged to income statement | 526,599 | |
Initial fair value measurement of warrants | 20,604,690 | |
IPO [Member] | Class A Common Stock [Member] | ||
Significant Accounting Policies [Line Items] | ||
Temporary equity stock issuance costs | $ 22,438,938 | |
Warrant [Member] | ||
Significant Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 12,790,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) | Feb. 11, 2021$ / sharesshares |
Initial Public Offering [Line Items] | |
Stock Conversion Basis | Each Unit consists of one share of Class A common stock and one-fifth of one redeemable warrant (“Public Warrant”). |
Class A Common Stock [Member] | |
Initial Public Offering [Line Items] | |
Stock Issued During Period Shares | 27,600,000 |
Class A Common Stock [Member] | IPO [Member] | |
Initial Public Offering [Line Items] | |
Stock Issued During Period Shares | 27,600,000 |
Shares Issued Price Per Share | $ / shares | $ 10 |
Class A Common Stock [Member] | Over-Allotment Option [Member] | |
Initial Public Offering [Line Items] | |
Stock Issued During Period Shares | 3,600,000 |
Class A Common Stock [Member] | Public Warrants [Member] | |
Initial Public Offering [Line Items] | |
Exercise price of warrant | $ / shares | $ 11.50 |
Shares issuable per warrant | 1 |
Private Placement - Additional
Private Placement - Additional Information (Details) - USD ($) | Nov. 02, 2021 | Feb. 11, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Proceeds from Issuance of Private Placement | $ 0 | $ 7,270,000 | ||
Private Placement [Member] | Sponsor [Member] | ||||
Stock Issued During Period Shares | 7,270,000 | 7,270,000 | ||
Shares Issued Price Per Share | $ 1 | $ 1 | ||
Proceeds from Issuance of Private Placement | $ 7,270,000 | $ 7,270,000 | ||
Class A Common Stock [Member] | ||||
Stock Issued During Period Shares | 27,600,000 | |||
Class A Common Stock [Member] | Public Warrants [Member] | ||||
Exercise price of warrant | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Feb. 22, 2021 | Feb. 11, 2021 | Feb. 08, 2021 | Oct. 06, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||||||
Share price | $ 10 | |||||
Payments for Advance to Affiliate | $ 160,491 | |||||
Consulting Service [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Professional Fees | $ 9,917 | |||||
Related party transaction, expenses from transactions with related party | $ 72,600 | |||||
Deferred Success Cost | $ 119,000 | |||||
Working Capital Loan [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument converted to warrants, conversion amount | $ 1,500,000 | |||||
Debt instrument, convertible conversion price | $ 1 | |||||
Common Class A [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Exchange for issuance, shares | 27,600,000 | |||||
Common stock shares outstanding | 27,600,000 | 27,600,000 | ||||
Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock shares outstanding | 6,900,000 | 6,900,000 | ||||
Subject to forfeiture, shares | 900,000 | |||||
Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Offering and formation costs | $ 25,000 | |||||
Exchange for issuance, shares | 5,750,000 | |||||
Description Of Initial Stockholders | (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale 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 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||
Sponsor [Member] | Common Class A [Member] | Share Price Equals or Exceeds $12.00 Per Share [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share price | $ 12 | |||||
Common stock, transfers, threshold trading days | 20 days | |||||
Common stock transfers threshold consecutive trading days | 30 days | |||||
Common stock transfers restriction on number of days from the date of business combination | 150 days | |||||
Sponsor [Member] | Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock shares outstanding | 6,900,000 | |||||
Common stock issued and outstanding percentage | 20.00% | |||||
Stock dividend | 0.2 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Feb. 08, 2021USD ($)$ / shares |
Deferred Fee Per Unit | $ / shares | $ 0.35 |
Deferred Underwriting Commissions | $ | $ 9,660,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorized | 125,000,000 | 125,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 27,600,000 | 27,600,000 |
Common stock shares outstanding | 27,600,000 | 27,600,000 |
Common stock threshold percentage on conversion of shares | 20.00% | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorized | 25,000,000 | 25,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 6,900,000 | 6,900,000 |
Common stock shares outstanding | 6,900,000 | 6,900,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Marketable securities held in Trust Account | $ 276,116,810 | $ 276,079,114 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | 276,116,810 | 276,079,114 |
Liabilities: | ||
Warrant Liability – Private Placement Warrants | 3,344,200 | 6,906,500 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Warrant Liability – Public Warrants | $ 2,539,200 | $ 5,244,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value of The Derivative Warrant Liabilities (Details) - Fair Value, Inputs, Level 3 [Member] | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance of fair value | $ 12,150,500 |
Change in valuation inputs or other assumptions | (6,267,100) |
Ending balance of fair value | 5,883,400 |
Private Placement Warrants [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance of fair value | 6,906,500 |
Change in valuation inputs or other assumptions | (3,562,300) |
Ending balance of fair value | 3,344,200 |
Public Warrants [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance of fair value | 5,244,000 |
Change in valuation inputs or other assumptions | (2,704,800) |
Ending balance of fair value | $ 2,539,200 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable securities held in Trust Account | $ 276,116,810 | $ 276,079,114 |
Warrants and Rights Outstanding | 5,883,400 | 12,150,500 |
Public Warrants [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants and Rights Outstanding | $ 2,539,200 | $ 5,244,000 |
Class Of Warrants And Rights Price Per Share | $ 0.46 | $ 0.95 |
Private Placement Warrants [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants and Rights Outstanding | $ 3,344,200 | $ 6,906,500 |
Class Of Warrants And Rights Price Per Share | $ 0.46 | $ 0.95 |
Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable securities held in Trust Account | $ 276,116,810 | $ 276,079,114 |