Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 05, 2023 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Description | Amendment No. 1 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-40143 | ||
Entity Registrant Name | AURORA ACQUISITION CORP. | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 98-1628701 | ||
Entity Address, Address Line One | 20 North Audley Street | ||
Entity Address, City or Town | London | ||
Entity Address, Country | GB | ||
Entity Address, Postal Zip Code | W1K 6LX | ||
City Area Code | +44(0) | ||
Local Phone Number | 20 3931 9785 | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 240,809,650.42 | ||
Entity Central Index Key | 0001835856 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | true | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 668 | ||
Auditor Location | New York, NY | ||
Units, each consisting of one share of Class A ordinary share and one-quarter of one redeemable warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A ordinary shareand one-quarter of one redeemable warrant | ||
Trading Symbol | AURCU | ||
Security Exchange Name | NASDAQ | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A ordinary share, par value $0.0001 per share | ||
Trading Symbol | AURC | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 2,048,838 | ||
Redeemable Warrants Exercisable For Class Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants included as part of the units, each wholewarrant exercisable for one Class A ordinary share at anexercise price of $11.50 | ||
Trading Symbol | AURCW | ||
Security Exchange Name | NASDAQ | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,950,072 |
UNAUDITED CONDENSED BALANCE SHE
UNAUDITED CONDENSED BALANCE SHEET - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 37,645 | |
Related party receivable | 502,956 | |
Prepaid expenses and other current assets | 526,674 | $ 5,000 |
Total Current Assets | 1,067,275 | 5,000 |
Cash held in Trust Account | 278,022,397 | |
Deferred offering cost | 557,663 | |
Total Assets | 279,089,672 | 562,663 |
Current liabilities: | ||
Accounts payable and accrued offering costs | 5,682,639 | 531,947 |
Related party loans | 1,412,295 | 25,716 |
Total Current Liabilities | 7,094,934 | 557,663 |
Warrant Liability | 13,340,717 | |
Deferred underwriting fee payable | 8,505,100 | |
Total Liabilities | 28,940,751 | 557,663 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, 24,300,287 shares at redemption value as of September 30, 2021 | 243,002,870 | |
Shareholders' Equity | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 13,692,181 | 24,280 |
Accumulated deficit | (6,547,175) | (20,000) |
Total Shareholders' Equity | 7,146,051 | 5,000 |
Total Liabilities and Shareholder's Equity | 279,089,672 | 562,663 |
Class A Common Stock | ||
Shareholders' Equity | ||
Common stock | 350 | |
Class B Common Stock | ||
Shareholders' Equity | ||
Common stock | $ 695 | $ 720 |
UNAUDITED CONDENSED BALANCE S_2
UNAUDITED CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Class A Common Stock | ||
Temporary equity, shares issued | 24,300,287 | |
Temporary equity, shares outstanding | 24,300,287 | |
Class A Common Stock Not Subject to Redemption | ||
Common shares, par value, (per share) | $ 0.0001 | |
Common shares, shares authorized | 500,000,000 | |
Common shares, shares issued | 3,500,000 | |
Common shares, shares outstanding | 3,500,000 | |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | |
Common shares, shares authorized | 50,000,000 | |
Common shares, shares issued | 6,950,072 | 7,200,000 |
Common shares, shares outstanding | 6,950,072 | 6,950,072 |
UNAUDITED STATEMENT OF OPERATIO
UNAUDITED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Formation and operating costs | $ 20,000 | $ 8,120,280 |
Loss from operations | (20,000) | (8,120,280) |
Other income (expense): | ||
Interest earned on marketable securities held in Trust Account | 19,527 | |
Change in fair value of warrants | 1,576,196 | |
Change in fair value of over-allotment option liability | 296,905 | |
Offering costs allocated to warrants liability | (299,523) | |
Net loss | $ (20,000) | $ (6,527,175) |
Class A Common Stock Subject to Redemption | ||
Other income (expense): | ||
Basic weighted average shares outstanding | 19,827,082 | |
Diluted weighted average shares outstanding | 0 | 19,827,082 |
Basic net loss per share | $ 0 | $ (0.22) |
Diluted net loss per share | $ 0 | $ (0.22) |
Non-Redeemable Class A and Class B Common Stock. | ||
Other income (expense): | ||
Basic weighted average shares outstanding | 6,375,000 | 9,590,182 |
Diluted weighted average shares outstanding | 6,375,000 | 9,590,182 |
Basic net loss per share | $ 0 | $ (0.22) |
Diluted net loss per share | $ 0 | $ (0.22) |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Class A Common Stock Subject to Redemption Common Stock Private Placement | Class A Common Stock Subject to Redemption Common Stock | Class B Common Stock Common Stock | Additional Paid-in Capital Private Placement | Additional Paid-in Capital | Accumulated Deficit Private Placement | Accumulated Deficit | Private Placement | Total |
Balance at the beginning at Oct. 06, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Balance at the beginning (in shares) at Oct. 06, 2020 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of Class B common stock to Sponsors | $ 720 | 24,280 | 25,000 | ||||||
Issuance of Class B common stock to Sponsors (in shares) | 7,200,000 | ||||||||
Net loss | (20,000) | (20,000) | |||||||
Balance at the end at Dec. 31, 2020 | $ 0 | $ 720 | 24,280 | (20,000) | 5,000 | ||||
Balance at the end (in shares) at Dec. 31, 2020 | 0 | 7,200,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Sale of 24,300,287 Units, net of underwriting discounts and offering expenses | $ 2,430 | 214,436,408 | 0 | $ 214,438,838 | |||||
Sale of units (in shares) | 24,300,287 | 24,300,287 | |||||||
Sale of 3,500,000 Private Placement Units | $ 350 | $ 34,999,650 | $ 0 | $ 35,000,000 | $ 35,000,000 | ||||
Sale of Private Placement Warrants | 6,860,057 | 0 | 6,860,057 | ||||||
Ordinary shares subject to redemption (as restated) | $ (2,430) | (243,000,440) | 0 | (243,002,870) | |||||
Ordinary shares subject to redemption (as restated) (in shares) | (24,300,287) | ||||||||
Surrender and cancellation of Founder Shares | $ (25) | 25 | 0 | ||||||
Surrender and cancellation of Founder Shares (in shares) | (249,928) | ||||||||
Adjustments to Additional Paid in Capital, Other | (296,905) | 0 | (296,905) | ||||||
Expenses paid by the Sponsor | 669,106 | 0 | 669,106 | ||||||
Net loss | 0 | (6,527,175) | (6,527,175) | ||||||
Balance at the end at Dec. 31, 2021 | $ 350 | $ 695 | $ 13,692,181 | $ (6,547,175) | $ 7,146,051 | ||||
Balance at the end (in shares) at Dec. 31, 2021 | 3,500,000 | 6,950,072 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Sale of Private Placement Units (in shares) | 3,500,000 | 3,500,000 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) | 12 Months Ended |
Dec. 31, 2021 shares | |
Sale of units (in shares) | 24,300,287 |
Private Placement | |
Sale of Private Placement Units (in shares) | 3,500,000 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (20,000) | $ (6,527,175) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of warrant liability | (1,576,196) | |
Offering cost allocated to warrant liability | 299,523 | |
Interest earned on investments held in Trust Account | (19,527) | |
Fair value adjustment of over-allotment option liability | (296,905) | |
Expenses paid by the Sponsor | 669,106 | |
Changes in operating assets and liabilities: | ||
Issuance of Stock and Warrants for Services or Claims | 5,000 | |
Prepaid expenses and other current assets | (5,000) | (521,674) |
Related party receivable | (502,956) | |
Accounts payable and accrued offering costs | 5,232,795 | |
Net cash used in operating activities | (20,000) | (3,243,009) |
Cash Flows from Investing Activities | ||
Investment of cash into Trust Account | (278,002,870) | |
Net cash used in investing activities | (278,002,870) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 238,142,813 | |
Proceeds from sale of Private Placement Units | 35,000,000 | |
Proceeds from sale of Private Placement Warrants | 6,860,057 | |
Payment of offering costs to sponsor | 5,716 | |
Proceeds from promissory note - related party | 25,716 | 1,280,654 |
Net cash provided by financing activities | 20,000 | 281,283,524 |
Net Change in Cash | 0 | 37,645 |
Cash - Beginning of period | 0 | 0 |
Cash - Ending of period | 0 | 37,645 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Deferred Offering Cost | 531,947 | 557,663 |
Deferred offering costs paid directly by sponsor | $ 20,000 | |
Proceeds from Related Party for Offering Cost | 105,925 | |
Class A ordinary share subject to possible redemption | 243,002,870 | |
Initial Classification of Warrant liability | 14,916,913 | |
Deferred underwriting fee payable | $ 8,505,100 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Aurora Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 7, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of completing 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 May 10, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Aurora Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Better HoldCo, Inc., a Delaware corporation (“Better”). There was no business activity for the period October 7, 2020 (inception) to December 31, 2020. All activity for the period from October 7, 2020 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and activities in connection with entering into the Merger Agreement. Since our Initial Public Offering, our only costs have been identifying a target for our initial Business Combination, negotiating the transaction with Better, and maintaining our Company and SEC reporting. We do not expect to generate any operating revenues until after completion of our initial Business Combination. We generate non-operating income in the form of interest income on cash and cash equivalents. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective Business Combination candidates. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on March 3, 2021. On March 8, 2021, the Company consummated the Initial Public Offering of 22,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $220,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,500,000 private placement units (the “Novator Private Placement Units”) at a price of $10.00 per Novator Private Placement Unit in a private placement to the sponsor, directors, and executive officers of the Company, generating gross proceeds of $35,000,000 . In addition, the Company consummated the sale of 4,266,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Novator Capital Sponsor Ltd., or Novator, an affiliate of Novator Capital Ltd. (the “Sponsor”) and certain of the Company’s directors and executive officers, generating gross proceeds of $6,400,000, which is described in Note 4. Transaction costs amounted to $13,946,641 consisting of $4,860,057 of underwriting fees, $8,505,100 of deferred underwriting fees (see Note 6) and $581,484 of other offering costs. Following the closing of Aurora’s Initial Public Offering on March 8, 2021, an amount equal to $255,000,000 ($10.00 per unit) (see Note 6) from the net proceeds from Aurora’s Initial Public Offering and the sale of the Private Placement Warrants was placed in the trust account (the “Trust Account”). Additionally, the cash held in the Trust Account comprises of gross proceeds from the Initial Public Offering of $220,000,000, $23,002,870 from the proceeds of the Underwriters over-allotment, $35,000,000 from 3,500,000 units at a price $10.00 per unit and interest income of $19,527. As of December 31, 2021, funds in the Trust Account totaled $278,022,397, and will be 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 investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. On March 10, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 2,300,287 Units issued for an aggregate amount of $23,002,870 in gross proceeds ($22,542,813 of net proceeds). In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 306,705 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $460,057. A total of $23,002,870 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account, excluding interest, to $278,002,870 (see Note 8) as of December 31, 2021. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the sale of the Novator Private Placement Units, the sale of the Private Placement Warrants and the partial exercise of the underwriters’ over-allotment option, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination and to pay the deferred portion of the underwriters’ discount associated with the Initial Public Offering and partial exercise of the underwriters’ over-allotment option. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering, the exercise of the over-allotment option and Novator Private Placement, management has agreed that $10.00 per Unit sold in the Initial Public Offering, and in connection with the sale of the Novator Private Placement Units, including proceeds of the sale of the Private Placement Warrants and Novator Private Placement Units will be held in a Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of 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 certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares, with the exception of the founder shares and Novator private placement shares, upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two If the Company seeks shareholder approval in connection with a Business Combination, it will need to receive an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company (assuming a quorum is present). If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor and the Company’s officers and directors have agreed to vote their Founder Shares (as defined in Note 5), Novator Private Placement Shares and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without the Company’s prior written consent. The Sponsor and the Company’s directors and officers have agreed (a) to waive their redemption rights with respect to any Founder Shares, Novator Private Placement Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until 24 months from the closing of the Initial Public Offering (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares and Novator Private Placement Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares and Novator Private Placement Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s directors and officers 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, any Public Shares acquired by the Sponsor or the Company’s directors and officers and Novator Private Placement Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares and Novator Private Placement 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). The Sponsor has agreed that it will 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 by 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 (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent public accountants), 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. As a condition to the consummation of the Business Combination, the board of directors of the Company has unanimously approved a change of the Company's jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. In connection with the consummation of the Business Combination, the Company will change its name to “Better Home & Finance Holding Company.” Risks and Uncertainties Management has evaluated the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Management’s Plan As of December 31, 2021, the Company had $37,645 in its operating bank account, and a working capital deficit of $6,027,659. Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. In addition to the excess of funds, the Company issued an unsecured promissory note (the “Note”) to the Sponsor (“Payee”) pursuant to which the Company could borrow up to an aggregate principal amount of $4,000,000. Should the Company’s operating costs, in relation to its proposed business combination, exceed the amounts still available and not currently drawn under the promissory note, the Sponsor shall increase the amount available under the promissory note to cover such costs, subject to an aggregate cap of $8,000,000. This amount would be reflective of estimated total costs of the Company through March 23, 2023 in relation to the business combination, in the event the business combination is unsuccessful. The Note was non-interest bearing and payable by check or wire transfer of immediately available funds or as otherwise determined by the Company to such account as the Payee may from time to time designate by written notice in accordance with the provision of the Note. Accordingly, management has since re-evaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through the earlier of a Business Combination or one year from the date of this filing. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in conformity in U.S. dollars with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the 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 auditor 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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 financial statements in conformity with GAAP requires 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. Accordingly, a significant accounting estimate included in these financial statements is the valuation of the warrant liability. Such estimates may be subject to change as more current information becomes available. 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 December 31, 2021 and December 31, 2020. Investments held in the Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. Deferred offering costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to shareholders’ equity upon the completion of the Initial Public Offering. Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption would be classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Warrant Liability At December 31, 2021, there were 6,075,072 Public Warrants and 5,448,372 Private Placement Warrants outstanding (including warrants included in the Novator Private Placement Units). The Company accounts for the Public Warrants and Private Placement Warrants (including warrants included in the Novator Private Placement Units) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $13,946,641 as a result of the Initial Public Offering (consisting of a $4,860,057 underwriting fee, 8,505,100 of deferred underwriting fees and $581,484 of other offering costs). The Company recorded $13,647,118 of offering costs as a reduction of equity in connection with the shares of Class A common Stock included in the Units. The Company immediately expensed $299,523 of offering costs in connection with the Public Warrants included in the Units that were classified as liabilities. 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 to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net loss per share (As Restated) Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares are reduced for the effect of an aggregate of 249,928 Class B ordinary shares that were forfeited when the over-allotment option was partially exercised by the underwriters within the 45-day window (see Note 5). The Company has not considered the effect of the Warrants sold in the Public Offering and Private Placement Warrants to purchase an aggregate of 11,523,444 shares in the calculation of diluted loss per share in connection with the Novator Private Placement Units, 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 Company’s statement of operations includes a presentation of income (loss) per share for Common Stock subject to possible redemption in a manner similar to the two-class method of income per common stock. According to SEC guidance, common stock that is redeemable based on a specified formula is considered to be redeemable at fair value if the formula is designed to equal or reasonably approximate fair value. When deemed to be redeemable at fair value, the weighted average redeemable shares would be included with the non-redeemable shares in the denominator of the calculation and initially calculated as if they were a single class of common stock. The following table reflects the calculation of basic and diluted net earnings (loss) per common share (in dollars, except per share amounts): For the Period from October 7, 2020 Year Ended (Inception) through December 31, 2021 December 31, 2020 Class A Common Stock subject to possible redemption Numerator: Earnings attributable to Class A Common Stock subject to possible redemption $ (4,399,283) $ — Net earnings attributable to Class A Common Stock subject to possible redemption $ (4,399,283) $ — Denominator: Weighted average Class A Common Stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption 19,827,082 — Basic and diluted net loss per share, Class A Common Stock subject to possible redemption $ (0.22) $ (0.00) Non-Redeemable Class A and Class B Common Stock Numerator: Net loss minus net earnings Net loss $ (2,127,892) $ (20,000) Less: Net earnings attributable to Class A Common Stock subject to possible redemption — — Non-redeemable net loss $ (2,127,892) $ (20,000) Denominator: Weighted average Non-Redeemable Class A and Class B Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock 9,590,182 6,375,000 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock $ (0.22) $ (0.00) Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000 and up to £85,000 by the Financial Services Compensation Scheme per financial institution in the United Kingdom. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent issued accounting standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Restatement of Previously Issued Financial Statements In connection with the preparation of the financial statements of the Company as of and for the year ended December 31, 2022, the Company discovered certain errors in its previously issued financial statements that should have been recorded in prior periods, and concluded it should restate its previously issued financial statements to properly correct these errors, as their impact was material to the financial statements in the aggregate. The Company will restate its previously issued financial statements as of and for the fiscal year ended December 31, 2021 and the quarterly periods ended September 30, 2021, March 31, 2022, June 30, 2022 and September 30, 2022 (collectively, the “Affected Periods”). One error related to an SEC filing fee that was incurred by the Company and paid by the Sponsor in the amount of approximately $669,000, that was directly invoiced to the Sponsor in July of 2021. This was a cost that the Sponsor committed to cover and pay for on behalf of the Company, and was a transaction that should have been accounted for in the Company’s financial statements for the Affected Periods as a capital contribution, however, the Company was unaware of the transaction until subsequently notified by the Sponsor in the fourth quarter of 2022. In addition, other fees related to outside services of an aggregate amount of approximately $60,000 were incurred in the fourth quarter of 2021 and have also been corrected in this Form 10-K/A. Additionally, the Company is also restating certain of its previously issued financial statements for the annual period ended December 31, 2021 (the “Restated Period”) in this Annual Report on Form 10-K/A due to the following previously identified errors impacting the Affected Periods: ● The Company granted the underwriters a 45-day option to purchase up to 3,300,000 additional Units to cover over-allotments at the initial public offering price, less the underwriting discounts and commissions. The Company concluded that the underwriters’ over-allotment option to purchase up to 3,300,000 additional Units should have been classified as a liability pursuant to ASC 480. ● The Company is also including adjustments to the basic and diluted weighted average shares outstanding, Class A common stock subject to redemption. The previous weighted shares were not calculated appropriately due to the sale on March 8, 2021 of Units issued in connection with the Company’s IPO. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes required to correct these errors and has determined that the related impacts were material to any previously presented financial statements and such previously presented financial statements could not still be relied upon. Additionally, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated to report the correction of the errors described above. As such, the Company is reporting these restatements to the previously issued financial statements for the Restated Period in this filing. Impact of the Restatement The impact of the restatement of the Company's previously issued financial statements is reflected in the following table: Balance Sheet as of December 31, 2021 and Statement of Changes in Shareholders’ Equity (Deficit) for the year ending December 31, 2021 As Previously Reported Adjustments As Restated Current liabilities: Accounts payable and accrued offering costs 5,622,429 60,210 5,682,639 Shareholders’ equity (deficit): Additional paid in capital 12,263,980 1,428,201 13,692,181 Accumulated deficit (5,058,764) (1,488,411) (6,547,175) Total shareholders’ equity: 7,206,261 (60,210) 7,146,051 As Previously Statement of Operations for the year ended December 31, 2021 Reported Adjustments As Restated Formation and operating costs 7,390,964 729,316 8,120,280 Change in fair value of over-allotment option liability 1,056,000 (759,095) 296,905 Net loss (5,038,764) (1,488,411) (6,527,175) Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption 24,300,287 (4,473,205) 19,827,082 Basic and diluted net loss per share, Class A ordinary shares subject to possible redemption (0.15) (0.07) (0.22) Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.15) (0.07) (0.22) As Previously Statement of Cash Flows for year ended December 31, 2021 Reported Adjustments As Restated Net loss (5,038,764) (1,488,411) (6,527,175) Accounts payable and accrued offering costs 5,172,585 60,210 5,232,795 Change in fair value of over-allotment option liability (1,056,000) 759,095 (296,905) Expenses paid to the Sponsor — 669,106 669,106 |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2021 | |
INITIAL PUBLIC OFFERING. | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering (and the partial exercise of the underwriter’s over-allotment option), the Company sold 24,300,287 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one In connection with the IPO, the Company granted the underwriters a 45-day option to purchase up to 3,300,000 additional Units to cover over-allotments, if any, and on March 10, 2021, the underwriters partially exercised this over-allotment option (see Note 6). |
PRIVATE PLACEMENTS
PRIVATE PLACEMENTS | 12 Months Ended |
Dec. 31, 2021 | |
PRIVATE PLACEMENTS | |
PRIVATE PLACEMENTS | NOTE 4. PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Sponsor, and certain of the Company’s directors and officers purchased an aggregate of 4,266,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $6,400,000 from the Company. The Sponsor and certain of the Company’s directors and officers have agreed to purchase up to an additional 440,000 Private Placement Warrants, for an aggregate purchase price of an additional $660,000, if the over-allotment option is exercised in full or in part by the underwriters. On March 10, the Sponsor and certain of the Company’s directors and officers purchased 306,705 Private Placement Warrants for an additional aggregate purchase price of $460,057 in connection with the partial exercise of the underwriter’s over-allotment option. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from 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 Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares and the shares included in the Novator Private Placement Units (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. In connection with the execution of the Merger Agreement, the Sponsor entered into a letter agreement (the “Sponsor Agreement”) with Aurora on November 9, 2021, pursuant to which the Sponsor will forfeit upon Closing 50% of the Aurora private warrants and 20% of the Better Home & Finance Class A common stock retained by the Sponsor as of the Closing will become subject to transfer restrictions, contingent upon the price of Better Home & Finance Class A common stock exceeding certain thresholds (“Sponsor Locked-Up Shares”). The Sponsor and certain of the Company’s directors and officers also purchased 3,500,000 Novator Private Placement Units at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $35,000,000. Each Private Placement Unit consists of one Novator Private Placement Share and one-quarter of one warrant (“Private Placement Warrant”). Each whole Private Placement Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor and the Company’s directors and officers have agreed to vote their Founder Shares, Novator Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. |
RELATED PARTY TRANSACTIONS (RES
RELATED PARTY TRANSACTIONS (RESTATED) | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS (RESTATED) | |
RELATED PARTY TRANSACTIONS (RESTATED) | NOTE 5. RELATED PARTY TRANSACTIONS (RESTATED) Founder Shares On December 9, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 shares of Class B ordinary shares (the “Founder Shares”). During February 2021, the Company effectuated a share dividend of 1,006,250 Class B ordinary shares and subsequently being issued a cancellation for 131,250 Class B ordinary shares, resulting in an aggregate of 6,625,000 founder shares issued and outstanding issued The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares (or Novator Private Placement Shares) until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,500,000 private placement units (the “Novator Private Placement Units”) at a price of $10.00 per Novator Private Placement Unit in a private placement to the Sponsor, directors, and executive officers of the Company, generating gross proceeds of $35,000,000. In addition, the Company consummated the sale of 4,266,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Novator Capital Sponsor Ltd., or Novator, an affiliate of Novator Capital Ltd. (the “Sponsor”) and certain of the Company’s directors and executive officers, generating gross proceeds of $6,400,000, which is described in Note 4. Director Services Agreement On October 15, 2021, Merger Sub entered into a Director’s Services Agreement (the “DSA”) by and among Merger Sub, Caroline Jane Tucker (the “Director”), and the Company, effective as of May 10, 2021. Under the terms of the DSA, the Director is to provide services to Merger Sub which include acting as a non-executive director and president and secretary of Merger Sub in consideration of $50,000 of annual payments (and in certain circumstances an incremental hourly fee of $500). On October 29, 2021, the DSA was amended and was ratified by Compensation Committee on November 3, 2021. Additionally, the Company entered into an amendment to the Merger Agreement, dated October 27, 2021, by and among the Company, Better and Merger Sub. A second amendment was subsequently made to the Merger Agreement and approved on November 8, 2021. As of December 31, 2021, $50,000 in fees had been expensed. Promissory Note from Related Party On May 11 th by check or wire transfer of immediately available funds or as otherwise determined by the Company to such account as the Payee may from time to time designate by written notice in accordance with the provision of the Note. Effective as of the date hereof, this Note amended and restated in its entirety that certain Promissory Note dated as of December 9, 2020 (the “Prior Note”) issued by the Company to the Payee in the principal amount of $300,000 . Should the Company’s operating costs, in relation to its proposed business combination, exceed the amounts still available and not currently drawn under the promissory note, the Sponsor shall increase the amount available under the promissory note to cover such costs, subject to an aggregate cap of $8,000,000. On February 21, 2022 this note was amended to increase the note to $4,000,000. This amount would be reflective of estimated total costs of the Company through March 23, 2023 in relation to the business combination, in the event the business combination is unsuccessful. As of December 31, 2021 the amount outstanding under the Promissory Note is $1,412,295. Related Party Receivable Better, the target of the Company’s prospective merger, has a side letter agreement with each of Pine Brook Capital Partners II, L.P. (“Pine Brook”) and another Better stockholder where Better has the right to repurchase for de minimis Capital Contribution from Sponsor In July of 2021, the Sponsor paid an SEC filing fee of approximately $669,000 on behalf of the Company. The Company accounted for the filing fee as an expense incurred for the period, as well as a capital contribution from the Sponsor. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration and shareholder rights agreement entered into on March 3, 2021, the Sponsor and the Company’s directors and executive officers have rights to require the Company to register any of its securities held by them for resale under the Securities Act. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, the holders of the Founder Shares, Private Placement Warrants, Novator Private Placement Shares, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants, Novator Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will 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. Underwriting Agreement In connection with the IPO, the Company granted the underwriters a 45-day option to purchase up to 3,300,000 additional Units to cover over-allotments, if any, and on March 10, 2021, the Company issued 2,300,287 Units to the underwriters pursuant to such option, at the Initial Public Offering price, less the underwriting discounts and commissions. The Units sold pursuant to the underwriters’ exercise of such option were sold at a price of $10.00 per Unit, generating gross proceeds of $23,002,870 to the Company and net proceeds equal to $22,542,813 after the deduction of the 2% underwriting fee. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit (including the Units sold in connection with the underwriters' partial exercise of their over-allotment option). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Litigation Matters Aurora and its affiliate, Merger Sub (together, “Aurora”), were named as co-defendants with Better in a lawsuit initially filed in July 2021 by Pine Brook. Pine Brook sought, among other things, declaratory judgments and damages in relation to a side letter agreement that had been entered into with Better in 2019, as well as a lockup provision restricting the transfer of stock after the merger with Better for any holders of 1% or more of Better’s pre-merger shares for a period of 6 months post-merger. Aurora was named as a defendant only with respect to the lockup claims. On November 1, 2021, the parties to the lawsuit entered into a confidential settlement agreement, resolving all claims in the above action, and the action was dismissed with prejudice pursuant to the court’s November 3, 2021 order. In addition, Aurora has also received two demand letters from stockholders of the Company regarding the Company’s registration statement filed with the United States Securities and Exchange Commission in connection with the Business Combination. The stockholders allege that the Registration Statement omits material information with respect to the Business Combination, and demand that the Company provides corrective disclosures to address the alleged omissions. No lawsuits have been filed in relation to the stockholder demand letters. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares — outstanding Class A Ordinary Shares — issued Class B Ordinary Shares — outstanding Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Founder Shares will automatically convert into Class A ordinary shares on the day of the closing of an initial Business Combination, or earlier at the option of the holders thereof, at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering and the Novator Private Placement, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, members of the Company’s management team or any of the Company’s affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. On the first business day following the consummation of the Business Combination at a ratio such that the total number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of Class A ordinary shares (including any such shares issued following the exercise of the over-allotment option), plus (ii) the sum of (a) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the Business Combination and any warrants issued in a private placement to the Sponsor or an affiliate of the Sponsor upon conversion of Working Capital Loans, minus (b) the number of Public Shares redeemed by public shareholders in connection with the Business Combination. In no event will any Founder Shares convert into Class A ordinary shares at a ratio that is less than one-for-one. Warrants — The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 30 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants for Cash When the Price per Class A Ordinary Share Equals or Exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sales price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30 - trading day period ending on third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants for Class A Ordinary Shares When the Price per Class A Ordinary Share Equals or Exceeds $10.00 ● in whole and not in part; ● at $0.10 per warrant ● upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. ● There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial shareholders, directors and officers have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, Novator private placement shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares 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 Period 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 respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants and Novator 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 Novator Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants and Novator Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, so long as they are held by the initial purchasers, directors and officers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers, directors and officers or their permitted transferees, the Private Placement Warrants and the Novator Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
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 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 the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2021, investments held in the Trust account were comprised of $278,022,397 in money market funds which are invested primarily in U.S. Treasury Securities. As of December 31, 2021, the Company did not withdraw any interest income from the Trust Account. The Company utilizes a Modified Black Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities are determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement, and the Company had transfers out of Level 3 totaling approximately $6.1 million the year ended December 31, 2021. The fair value of the Public Warrants issued in connection with the Initial Public Offering are measured based on the listed market price of such warrants, a Level 1 measurement. The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 by level within the fair value hierarchy: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable (Level 1) (Level 2) Inputs (Level 3) Assets: Investments held in Trust Account – money market funds $ 278,022,397 $ — $ — Liabilities: Derivative public warrant liabilities 4,677,805 — — Derivative private warrant liabilities — — 8,662,912 Total Fair Value $ 282,700,202 $ — $ 8,662,912 The following table provides the significant unobservable inputs used in the Modified Black Scholes model to measure the fair value of the Private Placement Warrants: At March 8, 2021 (Initial As of December 31, Measurement) 2021 Stock price 10.02 9.90 Strike price 11.50 11.50 Probability of completing a Business Combination 90.0 % 100 % Remaining term (in years) 5.5 5.0 Volatility 15.00 % 22.00 % Risk-free rate 0.96 % 1.26 % Fair value of warrants 0.86 1.59 The following table provides the significant unobservable inputs used in the Modified Black Scholes model to measure the fair value of the over-allotment option: At March 8, 2021 (Initial Measurement) Unit price 10.02 Exercise price 9.80 Contractual term 0.11 Volatility 15.00 % Risk-free rate 0.04 % Fair value of over-allotment option 0.32 The initial fair value of the over-allotment option liability on March 8, 2021 was $1,056,000. The underwriters partially exercised their option to purchase up to 3,300,000 additional Units on the date of the initial public offering, March 8, 2021. The underwriters did not exercise the remaining option and the option expired unexercised in April 2021 resulting in a change of fair value in over-allotment option liability as of December 31, 2021 in the amount of $296,905. The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ — $ — $ — Initial measurement at March 8, 2021 9,152,167 4,730,000 13,882,167 Initial measurement of over-allotment warrants 545,935 488,811 1,034,746 Change in valuation inputs or other assumptions (1,035,190) (541,006) (1,576,196) Fair value as of December 31, 2021 8,662,912 4,677,805 13,340,717 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 21, 2022, the date that the financial statements accompanying the Company’s Original Annual Report on Form 10-K for the annual period ended December 31, 2021 were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. On January 28, 2022 the Company borrowed an additional amount of $400,000 under the terms of the promissory note. The terms of the promissory note were amended on February 21, 2022 between the Company and Sponsor. The Sponsor increased the amount available under the promissory note to cover such costs, subject to an aggregate of $4,000,000 which is reflective of estimated total costs through March 23, 2023. On February 10, 2022, the Company filed an amended 8-K/A. In addition, the Company filed an amended Registration Statement on Form S-4/A on February 11, 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | Basis of presentation The accompanying financial statements are presented in conformity in U.S. dollars with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the 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 auditor 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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 financial statements in conformity with GAAP requires 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. Accordingly, a significant accounting estimate included in these financial statements is the valuation of the warrant liability. Such estimates may be subject to change as more current information becomes available. |
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 December 31, 2021 and December 31, 2020. |
Investments held in the Trust Account | Investments held in the Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. |
Deferred offering costs | Deferred offering costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to shareholders’ equity upon the completion of the Initial Public Offering. |
Class A ordinary shares subject to possible redemption | Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption would be classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Warrant Liability | Warrant Liability At December 31, 2021, there were 6,075,072 Public Warrants and 5,448,372 Private Placement Warrants outstanding (including warrants included in the Novator Private Placement Units). The Company accounts for the Public Warrants and Private Placement Warrants (including warrants included in the Novator Private Placement Units) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $13,946,641 as a result of the Initial Public Offering (consisting of a $4,860,057 underwriting fee, 8,505,100 of deferred underwriting fees and $581,484 of other offering costs). The Company recorded $13,647,118 of offering costs as a reduction of equity in connection with the shares of Class A common Stock included in the Units. The Company immediately expensed $299,523 of offering costs in connection with the Public Warrants included in the Units that were classified as liabilities. |
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 to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Net loss per share (As Restated) | Net loss per share (As Restated) Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares are reduced for the effect of an aggregate of 249,928 Class B ordinary shares that were forfeited when the over-allotment option was partially exercised by the underwriters within the 45-day window (see Note 5). The Company has not considered the effect of the Warrants sold in the Public Offering and Private Placement Warrants to purchase an aggregate of 11,523,444 shares in the calculation of diluted loss per share in connection with the Novator Private Placement Units, 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 Company’s statement of operations includes a presentation of income (loss) per share for Common Stock subject to possible redemption in a manner similar to the two-class method of income per common stock. According to SEC guidance, common stock that is redeemable based on a specified formula is considered to be redeemable at fair value if the formula is designed to equal or reasonably approximate fair value. When deemed to be redeemable at fair value, the weighted average redeemable shares would be included with the non-redeemable shares in the denominator of the calculation and initially calculated as if they were a single class of common stock. The following table reflects the calculation of basic and diluted net earnings (loss) per common share (in dollars, except per share amounts): For the Period from October 7, 2020 Year Ended (Inception) through December 31, 2021 December 31, 2020 Class A Common Stock subject to possible redemption Numerator: Earnings attributable to Class A Common Stock subject to possible redemption $ (4,399,283) $ — Net earnings attributable to Class A Common Stock subject to possible redemption $ (4,399,283) $ — Denominator: Weighted average Class A Common Stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption 19,827,082 — Basic and diluted net loss per share, Class A Common Stock subject to possible redemption $ (0.22) $ (0.00) Non-Redeemable Class A and Class B Common Stock Numerator: Net loss minus net earnings Net loss $ (2,127,892) $ (20,000) Less: Net earnings attributable to Class A Common Stock subject to possible redemption — — Non-redeemable net loss $ (2,127,892) $ (20,000) Denominator: Weighted average Non-Redeemable Class A and Class B Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock 9,590,182 6,375,000 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock $ (0.22) $ (0.00) |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000 and up to £85,000 by the Financial Services Compensation Scheme per financial institution in the United Kingdom. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Recent issued accounting standards | Recent issued accounting standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Issued Financial Statements | Restatement of Previously Issued Financial Statements In connection with the preparation of the financial statements of the Company as of and for the year ended December 31, 2022, the Company discovered certain errors in its previously issued financial statements that should have been recorded in prior periods, and concluded it should restate its previously issued financial statements to properly correct these errors, as their impact was material to the financial statements in the aggregate. The Company will restate its previously issued financial statements as of and for the fiscal year ended December 31, 2021 and the quarterly periods ended September 30, 2021, March 31, 2022, June 30, 2022 and September 30, 2022 (collectively, the “Affected Periods”). One error related to an SEC filing fee that was incurred by the Company and paid by the Sponsor in the amount of approximately $669,000, that was directly invoiced to the Sponsor in July of 2021. This was a cost that the Sponsor committed to cover and pay for on behalf of the Company, and was a transaction that should have been accounted for in the Company’s financial statements for the Affected Periods as a capital contribution, however, the Company was unaware of the transaction until subsequently notified by the Sponsor in the fourth quarter of 2022. In addition, other fees related to outside services of an aggregate amount of approximately $60,000 were incurred in the fourth quarter of 2021 and have also been corrected in this Form 10-K/A. Additionally, the Company is also restating certain of its previously issued financial statements for the annual period ended December 31, 2021 (the “Restated Period”) in this Annual Report on Form 10-K/A due to the following previously identified errors impacting the Affected Periods: ● The Company granted the underwriters a 45-day option to purchase up to 3,300,000 additional Units to cover over-allotments at the initial public offering price, less the underwriting discounts and commissions. The Company concluded that the underwriters’ over-allotment option to purchase up to 3,300,000 additional Units should have been classified as a liability pursuant to ASC 480. ● The Company is also including adjustments to the basic and diluted weighted average shares outstanding, Class A common stock subject to redemption. The previous weighted shares were not calculated appropriately due to the sale on March 8, 2021 of Units issued in connection with the Company’s IPO. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes required to correct these errors and has determined that the related impacts were material to any previously presented financial statements and such previously presented financial statements could not still be relied upon. Additionally, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated to report the correction of the errors described above. As such, the Company is reporting these restatements to the previously issued financial statements for the Restated Period in this filing. Impact of the Restatement The impact of the restatement of the Company's previously issued financial statements is reflected in the following table: Balance Sheet as of December 31, 2021 and Statement of Changes in Shareholders’ Equity (Deficit) for the year ending December 31, 2021 As Previously Reported Adjustments As Restated Current liabilities: Accounts payable and accrued offering costs 5,622,429 60,210 5,682,639 Shareholders’ equity (deficit): Additional paid in capital 12,263,980 1,428,201 13,692,181 Accumulated deficit (5,058,764) (1,488,411) (6,547,175) Total shareholders’ equity: 7,206,261 (60,210) 7,146,051 As Previously Statement of Operations for the year ended December 31, 2021 Reported Adjustments As Restated Formation and operating costs 7,390,964 729,316 8,120,280 Change in fair value of over-allotment option liability 1,056,000 (759,095) 296,905 Net loss (5,038,764) (1,488,411) (6,527,175) Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption 24,300,287 (4,473,205) 19,827,082 Basic and diluted net loss per share, Class A ordinary shares subject to possible redemption (0.15) (0.07) (0.22) Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.15) (0.07) (0.22) As Previously Statement of Cash Flows for year ended December 31, 2021 Reported Adjustments As Restated Net loss (5,038,764) (1,488,411) (6,527,175) Accounts payable and accrued offering costs 5,172,585 60,210 5,232,795 Change in fair value of over-allotment option liability (1,056,000) 759,095 (296,905) Expenses paid to the Sponsor — 669,106 669,106 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of basic and diluted net earnings (loss) per common share | For the Period from October 7, 2020 Year Ended (Inception) through December 31, 2021 December 31, 2020 Class A Common Stock subject to possible redemption Numerator: Earnings attributable to Class A Common Stock subject to possible redemption $ (4,399,283) $ — Net earnings attributable to Class A Common Stock subject to possible redemption $ (4,399,283) $ — Denominator: Weighted average Class A Common Stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption 19,827,082 — Basic and diluted net loss per share, Class A Common Stock subject to possible redemption $ (0.22) $ (0.00) Non-Redeemable Class A and Class B Common Stock Numerator: Net loss minus net earnings Net loss $ (2,127,892) $ (20,000) Less: Net earnings attributable to Class A Common Stock subject to possible redemption — — Non-redeemable net loss $ (2,127,892) $ (20,000) Denominator: Weighted average Non-Redeemable Class A and Class B Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock 9,590,182 6,375,000 Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock $ (0.22) $ (0.00) |
Summary of impact of the restatement of the Company's previously issued financial statements | Balance Sheet as of December 31, 2021 and Statement of Changes in Shareholders’ Equity (Deficit) for the year ending December 31, 2021 As Previously Reported Adjustments As Restated Current liabilities: Accounts payable and accrued offering costs 5,622,429 60,210 5,682,639 Shareholders’ equity (deficit): Additional paid in capital 12,263,980 1,428,201 13,692,181 Accumulated deficit (5,058,764) (1,488,411) (6,547,175) Total shareholders’ equity: 7,206,261 (60,210) 7,146,051 As Previously Statement of Operations for the year ended December 31, 2021 Reported Adjustments As Restated Formation and operating costs 7,390,964 729,316 8,120,280 Change in fair value of over-allotment option liability 1,056,000 (759,095) 296,905 Net loss (5,038,764) (1,488,411) (6,527,175) Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption 24,300,287 (4,473,205) 19,827,082 Basic and diluted net loss per share, Class A ordinary shares subject to possible redemption (0.15) (0.07) (0.22) Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (0.15) (0.07) (0.22) As Previously Statement of Cash Flows for year ended December 31, 2021 Reported Adjustments As Restated Net loss (5,038,764) (1,488,411) (6,527,175) Accounts payable and accrued offering costs 5,172,585 60,210 5,232,795 Change in fair value of over-allotment option liability (1,056,000) 759,095 (296,905) Expenses paid to the Sponsor — 669,106 669,106 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | |
Schedule of financial assets and liabilities measured at fair value | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 by level within the fair value hierarchy: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable (Level 1) (Level 2) Inputs (Level 3) Assets: Investments held in Trust Account – money market funds $ 278,022,397 $ — $ — Liabilities: Derivative public warrant liabilities 4,677,805 — — Derivative private warrant liabilities — — 8,662,912 Total Fair Value $ 282,700,202 $ — $ 8,662,912 |
Schedule of change in the fair value of the warrant liabilities | Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ — $ — $ — Initial measurement at March 8, 2021 9,152,167 4,730,000 13,882,167 Initial measurement of over-allotment warrants 545,935 488,811 1,034,746 Change in valuation inputs or other assumptions (1,035,190) (541,006) (1,576,196) Fair value as of December 31, 2021 8,662,912 4,677,805 13,340,717 |
Private Placement Warrants | |
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | At March 8, 2021 (Initial As of December 31, Measurement) 2021 Stock price 10.02 9.90 Strike price 11.50 11.50 Probability of completing a Business Combination 90.0 % 100 % Remaining term (in years) 5.5 5.0 Volatility 15.00 % 22.00 % Risk-free rate 0.96 % 1.26 % Fair value of warrants 0.86 1.59 |
Over-allotment option | |
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | At March 8, 2021 (Initial Measurement) Unit price 10.02 Exercise price 9.80 Contractual term 0.11 Volatility 15.00 % Risk-free rate 0.04 % Fair value of over-allotment option 0.32 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 12 Months Ended | |||||
Mar. 10, 2021 USD ($) $ / shares shares | Mar. 09, 2021 USD ($) | Mar. 08, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) item $ / shares shares | Feb. 21, 2022 USD ($) | May 11, 2021 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of units (in shares) | shares | 24,300,287 | |||||
Interest income | $ 19,527 | |||||
Sale of Private Placement Warrants | $ 6,860,057 | |||||
Transaction Costs | $ 13,946,641 | |||||
Underwriting fees | 4,860,057 | |||||
Net proceeds | $ 22,542,813 | $ 8,505,100 | 8,505,100 | |||
Cash held outside the Trust Account | 37,645 | |||||
Aggregate proceeds held in the Trust Account | $ 278,022,397 | |||||
Condition for future business combination number of businesses minimum | item | 1 | |||||
Payments for investment of cash in Trust Account | $ 278,002,870 | |||||
Condition for future business combination use of proceeds percentage | 80 | |||||
Condition for future business combination threshold Percentage Ownership | 50 | |||||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | |||||
Redemption limit percentage without prior consent | 20 | |||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||
Months to complete acquisition | 24 months | |||||
Redemption period upon closure | 10 days | |||||
Maximum Allowed Dissolution Expenses | $ 100,000 | |||||
Operating bank account | 37,645 | |||||
Working capital deficit | 6,027,659 | |||||
Aggregate cap of notes to cover operating costs | $ 4,000,000 | |||||
Promissory note | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Aggregate principal amount | 4,000,000 | $ 2,000,000 | ||||
Aggregate cap of notes to cover operating costs | $ 8,000,000 | |||||
Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Private Placement Units (in shares) | shares | 4,266,667 | |||||
Price of warrant | $ / shares | $ 1.50 | |||||
Sale of Private Placement Warrants | $ 6,400,000 | |||||
Initial Public Offering | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of units (in shares) | shares | 24,300,287 | 22,000,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | |||||
Proceeds from issuance initial public offering | $ 220,000,000 | |||||
Underwriting fees | 4,860,057 | |||||
Other offering costs | 581,484 | |||||
Payments for investment of cash in Trust Account | $ 255,000,000 | |||||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | |||||
Private Placement | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Private Placement Units (in shares) | shares | 3,500,000 | |||||
Investment Of Proceeds In Trust Account | $ 23,002,870 | |||||
Aggregate proceeds held in the Trust Account | $ 278,002,870 | |||||
Private Placement | Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Private Placement Units (in shares) | shares | 4,266,667 | |||||
Price of warrant | $ / shares | $ 1.50 | |||||
Sale of Private Placement Warrants | $ 6,400,000 | |||||
Over-allotment option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of units (in shares) | shares | 2,300,287 | 3,300,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | |||||
Proceeds from issuance initial public offering | $ 23,002,870 | |||||
Net Proceeds | $ 22,542,813 | |||||
Investment Of Proceeds In Trust Account | $ 23,002,870 | |||||
Over-allotment option | Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Purchase price, per unit | $ / shares | $ 10 | |||||
Proceeds from issuance initial public offering | $ 35,000,000 | |||||
Sale of Private Placement Units (in shares) | shares | 306,705 | 3,500,000 | ||||
Price of warrant | $ / shares | $ 1.50 | $ 10 | ||||
Sale of Private Placement Warrants | $ 460,057 | |||||
Investment Of Proceeds In Trust Account | $ 35,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | ||
Mar. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash equivalents | $ 0 | $ 0 | |
Underwriting fees | $ 4,860,057 | ||
Unrecognized tax benefits | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | ||
Shares excluded from calculation of diluted loss per share | 11,523,444 | ||
Underwriter option period | 45 days | ||
Public Warrants | |||
Warrants outstanding | 6,075,072 | ||
Private Placement Warrants | |||
Warrants outstanding | 5,448,372 | ||
Initial Public Offering | |||
Offering costs | 13,946,641 | ||
Underwriting fees | $ 4,860,057 | ||
Deferred underwriting fees | 8,505,100 | ||
Other offering costs | 581,484 | ||
Offering costs charged to shareholders' equity | $ 13,647,118 | ||
Initial Public Offering | Public Warrants | |||
Offering costs | $ 299,523 | ||
Class B Common Stock | |||
Shares subject to forfeiture | 249,928 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per common Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Numerator: Earnings attributable to Class A Common Stock subject to possible redemption | |||
Net income (loss) | $ (20,000) | $ (6,527,175) | |
Class A Common Stock Subject to Redemption | |||
Numerator: Earnings attributable to Class A Common Stock subject to possible redemption | |||
Net earnings attributable to Common Stock subject to possible redemption | $ (4,399,283) | ||
Denominator For Calculation Of Earnings Per Share Abstract | |||
Basic weighted average shares outstanding | 19,827,082 | ||
Diluted weighted average shares outstanding | 0 | 19,827,082 | |
Basic net loss per share | $ 0 | $ (0.22) | |
Diluted net loss per share | $ 0 | $ (0.22) | |
Non-Redeemable Class A and Class B Common Stock | |||
Numerator: Earnings attributable to Class A Common Stock subject to possible redemption | |||
Net income (loss) | $ (20,000) | $ (2,127,892) | |
Net earnings attributable to Common Stock subject to possible redemption | $ (20,000) | $ (2,127,892) | |
Denominator For Calculation Of Earnings Per Share Abstract | |||
Basic weighted average shares outstanding | 6,375,000 | 9,590,182 | |
Diluted weighted average shares outstanding | 6,375,000 | 9,590,182 | |
Basic net loss per share | $ 0 | $ (0.22) | |
Diluted net loss per share | $ 0 | $ (0.22) |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restatement of Previously Issued Financial Statements (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
SEC filing fee paid by Sponsor | $ 669,000 | $ 669,106 | |
Other fees related to outside services | $ 60,000 | ||
Class A shares subject to redemption to full redemption value | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Underwriters term | 45 days | ||
Class A shares subject to redemption to full redemption value | Over-allotment option | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Number of Units to be bought by underwriters | 3,300,000 | 3,300,000 | |
Class A shares subject to redemption to full redemption value | Distinguishing Liabilities from Equity (Topic 480) | Over-allotment option | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Number of Units classified as liability | 3,300,000 | 3,300,000 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impact of Restatement (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jul. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Oct. 06, 2020 | |
Current liabilities: | ||||
Accounts payable and accrued offering costs | $ 531,947 | $ 5,682,639 | ||
Shareholders' equity (deficit): | ||||
Additional paid-in capital | 24,280 | 13,692,181 | ||
Accumulated deficit | (20,000) | (6,547,175) | ||
Total shareholders' equity: | 5,000 | 7,146,051 | $ 0 | |
Statement of Operations | ||||
Formation and operating costs | 20,000 | 8,120,280 | ||
Change in fair value of over-allotment option liability | 296,905 | |||
Net loss | (20,000) | (6,527,175) | ||
Statement of Cash Flows | ||||
Net loss | $ (20,000) | (6,527,175) | ||
Accounts payable and accrued offering costs | 5,232,795 | |||
Change in fair value of over-allotment option liability | (296,905) | |||
Expenses paid by the Sponsor | $ 669,000 | $ 669,106 | ||
Class A Common Stock Subject to Redemption | ||||
Statement of Operations | ||||
Basic weighted average shares outstanding | 19,827,082 | |||
Diluted weighted average shares outstanding | 0 | 19,827,082 | ||
Basic net loss per share | $ 0 | $ (0.22) | ||
Diluted net loss per share | $ 0 | $ (0.22) | ||
Non-Redeemable Class A and Class B Common Stock. | ||||
Statement of Operations | ||||
Basic weighted average shares outstanding | 6,375,000 | 9,590,182 | ||
Diluted weighted average shares outstanding | 6,375,000 | 9,590,182 | ||
Basic net loss per share | $ 0 | $ (0.22) | ||
Diluted net loss per share | $ 0 | $ (0.22) | ||
Previously Reported | Class A Common Stock Subject to Redemption | ||||
Statement of Operations | ||||
Diluted weighted average shares outstanding | 24,300,287 | |||
Diluted net loss per share | $ (0.15) | |||
Previously Reported | Non-Redeemable Class A and Class B Common Stock. | ||||
Statement of Operations | ||||
Diluted net loss per share | $ (0.15) | |||
Adjustments | Class A Common Stock Subject to Redemption | ||||
Statement of Operations | ||||
Diluted weighted average shares outstanding | (4,473,205) | |||
Diluted net loss per share | $ (0.07) | |||
Adjustments | Non-Redeemable Class A and Class B Common Stock. | ||||
Statement of Operations | ||||
Diluted net loss per share | $ (0.07) | |||
Class A shares subject to redemption to full redemption value | Distinguishing Liabilities from Equity (Topic 480) | Previously Reported | ||||
Current liabilities: | ||||
Accounts payable and accrued offering costs | $ 5,622,429 | |||
Shareholders' equity (deficit): | ||||
Additional paid-in capital | 12,263,980 | |||
Accumulated deficit | (5,058,764) | |||
Total shareholders' equity: | 7,206,261 | |||
Statement of Operations | ||||
Formation and operating costs | 7,390,964 | |||
Change in fair value of over-allotment option liability | 1,056,000 | |||
Net loss | (5,038,764) | |||
Statement of Cash Flows | ||||
Net loss | (5,038,764) | |||
Accounts payable and accrued offering costs | 5,172,585 | |||
Change in fair value of over-allotment option liability | $ (1,056,000) | |||
Class A shares subject to redemption to full redemption value | Distinguishing Liabilities from Equity (Topic 480) | Previously Reported | Class A Common Stock Subject to Redemption | ||||
Statement of Operations | ||||
Basic weighted average shares outstanding | 24,300,287 | |||
Basic net loss per share | $ (0.15) | |||
Class A shares subject to redemption to full redemption value | Distinguishing Liabilities from Equity (Topic 480) | Previously Reported | Non-Redeemable Class A and Class B Common Stock. | ||||
Statement of Operations | ||||
Basic net loss per share | $ (0.15) | |||
Class A shares subject to redemption to full redemption value | Distinguishing Liabilities from Equity (Topic 480) | Adjustments | ||||
Current liabilities: | ||||
Accounts payable and accrued offering costs | $ 60,210 | |||
Shareholders' equity (deficit): | ||||
Additional paid-in capital | 1,428,201 | |||
Accumulated deficit | (1,488,411) | |||
Total shareholders' equity: | (60,210) | |||
Statement of Operations | ||||
Formation and operating costs | 729,316 | |||
Change in fair value of over-allotment option liability | (759,095) | |||
Net loss | (1,488,411) | |||
Statement of Cash Flows | ||||
Net loss | (1,488,411) | |||
Accounts payable and accrued offering costs | 60,210 | |||
Change in fair value of over-allotment option liability | 759,095 | |||
Expenses paid by the Sponsor | $ 669,106 | |||
Class A shares subject to redemption to full redemption value | Distinguishing Liabilities from Equity (Topic 480) | Adjustments | Class A Common Stock Subject to Redemption | ||||
Statement of Operations | ||||
Basic weighted average shares outstanding | (4,473,205) | |||
Basic net loss per share | $ (0.07) | |||
Class A shares subject to redemption to full redemption value | Distinguishing Liabilities from Equity (Topic 480) | Adjustments | Non-Redeemable Class A and Class B Common Stock. | ||||
Statement of Operations | ||||
Basic net loss per share | $ (0.07) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | 12 Months Ended | ||
Mar. 10, 2021 | Mar. 08, 2021 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 24,300,287 | ||
Underwriter option period | 45 days | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 24,300,287 | 22,000,000 | |
Purchase price, per unit | $ 10 | ||
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.25 | ||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 2,300,287 | 3,300,000 | |
Purchase price, per unit | $ 10 | ||
Underwriter option period | 45 days |
PRIVATE PLACEMENTS (Details)
PRIVATE PLACEMENTS (Details) - USD ($) | 12 Months Ended | |||
Nov. 09, 2021 | Mar. 10, 2021 | Mar. 08, 2021 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from sale of Private Placement Warrants | $ 6,860,057 | |||
Sponsor agreement, forfeiture by sponsor upon closing of private warrants | 50% | |||
Sponsor locked up shares percentage | 20% | |||
Novator Private Placement Units | Sponsor and certain of Company's directors and officers | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants to purchase shares issued | 3,500,000 | |||
Price of warrants | $ 10 | |||
Proceeds from sale of Private Placement Warrants | $ 35,000,000 | |||
Novator Private Placement Share | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants to purchase shares issued | 3,500,000 | |||
Price of warrants | $ 10 | |||
Proceeds from sale of Private Placement Warrants | $ 35,000,000 | |||
Novator Private Placement Share | Sponsor and certain of Company's directors and officers | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares per warrant | 1 | |||
Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants to purchase shares issued | 4,266,667 | |||
Price of warrants | $ 1.50 | |||
Proceeds from sale of Private Placement Warrants | $ 6,400,000 | |||
Private Placement Warrants | Sponsor and certain of Company's directors and officers | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares per warrant | 1 | |||
Private Placement Warrants | Sponsor and certain of Company's directors and officers | Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Price of warrants | $ 11.50 | |||
Number of shares per warrant | 1 | |||
Exercise price of warrant | $ 11.50 | |||
Over-allotment option | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants to purchase shares issued | 306,705 | 3,500,000 | ||
Price of warrants | $ 1.50 | $ 10 | ||
Proceeds from sale of Private Placement Warrants | $ 460,057 | |||
Over-allotment option | Private Placement Warrants | Sponsor and certain of Company's directors and officers | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants to purchase shares issued | 306,705 | 440,000 | ||
Proceeds from sale of Private Placement Warrants | $ 460,057 | $ 660,000 | ||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants to purchase shares issued | 3,500,000 | |||
Private Placement | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants to purchase shares issued | 4,266,667 | |||
Price of warrants | $ 1.50 | |||
Proceeds from sale of Private Placement Warrants | $ 6,400,000 | |||
Private Placement | Private Placement Warrants | Sponsor and certain of Company's directors and officers | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants to purchase shares issued | 4,266,667 | |||
Price of warrants | $ 1.50 | |||
Proceeds from sale of Private Placement Warrants | $ 6,400,000 |
RELATED PARTY TRANSACTIONS (R_2
RELATED PARTY TRANSACTIONS (RESTATED) - Founder Shares (Details) | 1 Months Ended | 12 Months Ended | ||||||
May 10, 2021 USD ($) shares | Mar. 10, 2021 USD ($) $ / shares shares | Dec. 09, 2020 USD ($) D $ / shares shares | Mar. 31, 2021 shares | Feb. 28, 2021 shares | Dec. 31, 2021 USD ($) $ / shares shares | Mar. 08, 2021 $ / shares shares | Dec. 31, 2020 shares | |
Related Party Transaction [Line Items] | ||||||||
Sale of Private Placement Warrants | $ | $ 6,860,057 | |||||||
Class B Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common shares, shares outstanding | 6,950,072 | 6,950,072 | ||||||
Common shares, shares issued | 6,950,072 | 7,200,000 | ||||||
Class B Common Stock | Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares surrender | 131,250 | |||||||
Founder Shares | Class B Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share dividend | 575,000 | |||||||
Common shares, shares outstanding | 7,200,000 | 6,625,000 | ||||||
Common shares, shares issued | 7,200,000 | 6,625,000 | ||||||
Founder Shares | Class B Common Stock | Over-allotment option | ||||||||
Related Party Transaction [Line Items] | ||||||||
Founder shares surrendered for cancellation | 249,928 | |||||||
Consideration | $ | $ 0 | |||||||
Founder Shares | Class B Common Stock | Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consideration received | $ | $ 25,000 | |||||||
Consideration received, shares | 5,750,000 | |||||||
Share dividend | 1,006,250 | |||||||
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 | |||||||
Novator Private Placement Share | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of warrants to purchase shares issued | 3,500,000 | |||||||
Price of warrant | $ / shares | $ 10 | |||||||
Sale of Private Placement Warrants | $ | $ 35,000,000 | |||||||
Private Placement Warrants | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of warrants to purchase shares issued | 4,266,667 | |||||||
Price of warrant | $ / shares | $ 1.50 | |||||||
Sale of Private Placement Warrants | $ | $ 6,400,000 | |||||||
Private Placement Warrants | Over-allotment option | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of warrants to purchase shares issued | 306,705 | 3,500,000 | ||||||
Price of warrant | $ / shares | $ 1.50 | $ 10 | ||||||
Sale of Private Placement Warrants | $ | $ 460,057 |
RELATED PARTY TRANSACTIONS (R_3
RELATED PARTY TRANSACTIONS (RESTATED) - Director Services Agreement (Details) - USD ($) | 12 Months Ended | |
Oct. 15, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Amount of fees expensed | $ 50,000 | |
Director Services Agreement | ||
Related Party Transaction [Line Items] | ||
Annual payments | $ 50,000 | |
Incremental hourly fee | $ 500 |
RELATED PARTY TRANSACTIONS (R_4
RELATED PARTY TRANSACTIONS (RESTATED) - Promissory Note from Related Party (Details) - USD ($) | Dec. 09, 2020 | Feb. 21, 2022 | Dec. 31, 2021 | May 11, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||
Aggregate cap of notes to cover operating costs | $ 4,000,000 | ||||
Related party loans | $ 1,412,295 | $ 25,716 | |||
Promissory note | |||||
Related Party Transaction [Line Items] | |||||
Aggregate principal amount | 4,000,000 | $ 2,000,000 | |||
Principal amount of notes restated | $ 300,000 | ||||
Aggregate cap of notes to cover operating costs | 8,000,000 | ||||
Related party loans | $ 1,412,295 |
RELATED PARTY TRANSACTIONS (R_5
RELATED PARTY TRANSACTIONS (RESTATED) - Related Party Receivable (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) shares | |
Related Party Transaction [Line Items] | |
Related party receivable | $ | $ 502,956 |
Better | |
Related Party Transaction [Line Items] | |
Right to repurchase shares | shares | 1,898,734 |
Pine Brook | |
Related Party Transaction [Line Items] | |
Right to repurchase shares | shares | 1,875,000 |
Related party receivable | $ | $ 1,766,282 |
RELATED PARTY TRANSACTIONS (R_6
RELATED PARTY TRANSACTIONS (RESTATED) - Capital Contribution from Sponsor (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
SEC filing fee paid by Sponsor | $ 669,000 | $ 669,106 |
Capital Contribution from Sponsor | ||
Related Party Transaction [Line Items] | ||
SEC filing fee paid by Sponsor | $ 669,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 12 Months Ended | |||
Mar. 10, 2021 USD ($) $ / shares shares | Mar. 08, 2021 USD ($) shares | Dec. 31, 2021 USD ($) item $ / shares shares | Mar. 03, 2021 item | |
Maximum number of demands for registration of securities | item | 3 | |||
Deferred fee per unit | $ / shares | $ 0.35 | |||
Number of units sold | shares | 24,300,287 | |||
Net proceeds | $ | $ 22,542,813 | $ 8,505,100 | $ 8,505,100 | |
Gross Proceeds | $ | $ 23,002,870 | |||
Underwriting fee (in percentage) | 2 | |||
Percentage of holders under lockup provisions | 1% | |||
Lockup period for transfer of shares post merger | 6 months | |||
Number of demand letters received | item | 2 | |||
Number of lawsuits filed | item | 0 | |||
Initial Public Offering | ||||
Number of units sold | shares | 24,300,287 | 22,000,000 | ||
Over-allotment option | ||||
Number of units sold | shares | 2,300,287 | 3,300,000 | ||
Share Price | $ / shares | $ 10 |
SHAREHOLDERS' EQUITY - Preferre
SHAREHOLDERS' EQUITY - Preferred Stock Shares (Details) | Dec. 31, 2021 $ / shares shares |
SHAREHOLDERS' EQUITY | |
Preferred shares, shares authorized | 5,000,000 |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
SHAREHOLDERS' EQUITY - Common S
SHAREHOLDERS' EQUITY - Common Stock Shares (Details) | 12 Months Ended | |
Dec. 31, 2021 Vote $ / shares shares | Dec. 31, 2020 shares | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Class A common stock subject to possible redemption, issued (in shares) | 24,300,287 | |
Class A common stock subject to possible redemption, outstanding (in shares) | 24,300,287 | |
Class A Common Stock Not Subject to Redemption | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 500,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 3,500,000 | |
Common shares, shares outstanding (in shares) | 3,500,000 | |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 50,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 6,950,072 | 7,200,000 |
Common shares, shares outstanding (in shares) | 6,950,072 | 6,950,072 |
Shares subject to forfeiture | 249,928 | |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 20% | |
Ratio to be applied to the stock in the conversion | 20 |
SHAREHOLDERS' EQUITY - Warrants
SHAREHOLDERS' EQUITY - Warrants (Details) | 12 Months Ended |
Dec. 31, 2021 D $ / shares | |
Warrants | |
Class of Warrant or Right [Line Items] | |
Maximum period after business combination in which to file registration statement | 30 days |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrant exercise period condition one | 30 days |
Warrant exercise period condition two | 12 months |
Public Warrants expiration term | 5 years |
Share price trigger used to measure dilution of warrant | $ 9.20 |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 |
Trading period after business combination used to measure dilution of warrant | D | 10 |
Warrant exercise price adjustment multiple | 115 |
Warrant redemption price adjustment multiple | 180 |
Restrictions on transfer period of time after business combination completion | 30 days |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ 18 |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Threshold trading days for redemption of public warrants | 20 days |
Threshold consecutive trading days for redemption of public warrants | 30 days |
Threshold number of business days before sending notice of redemption to warrant holders | D | 3 |
Redemption period | 30 days |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ 10 |
Redemption price per public warrant (in dollars per share) | $ 0.10 |
Minimum threshold written notice period for redemption of public warrants | 90 days |
Threshold trading days for redemption of public warrants | 20 days |
Threshold consecutive trading days for redemption of public warrants | 30 days |
Threshold number of business days before sending notice of redemption to warrant holders | D | 3 |
Redemption period | 30 days |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 12 Months Ended | |
Mar. 08, 2021 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and marketable securities held in Trust Account | $ 278,022,397 | |
Over-allotment option | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Initial measurement | $ 1,056,000 | |
Maximum additional units issued on exercise of option | 3,300,000 | |
Changes in fair value of over-allotment option liability | 296,905 | |
U.S. Treasury Securities | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and marketable securities held in Trust Account | 278,022,397 | |
Level 3 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets transferred into (out of) level 3 | $ 6,100,000 | |
Level 3 | Dividend rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0 |
FAIR VALUE MEASUREMENTS - Recur
FAIR VALUE MEASUREMENTS - Recurring Basis (Details) | Dec. 31, 2021 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account - money market funds | $ 278,022,397 |
Derivative warrant liabilities | 13,340,717 |
Level 1 | Recurring | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account - money market funds | 278,022,397 |
Total Fair Value | 282,700,202 |
Level 1 | Recurring | Public Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative warrant liabilities | 4,677,805 |
Level 3 | Recurring | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total Fair Value | 8,662,912 |
Level 3 | Recurring | Private Placement Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative warrant liabilities | $ 8,662,912 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Dec. 31, 2021 USD ($) | Mar. 08, 2021 USD ($) |
Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 1.59 | 0.86 |
Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 10.02 | |
Stock price | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 9.90 | 10.02 |
Exercise price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 9.80 | |
Strike price | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | 11.50 |
Probability of completing a Business Combination | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 100 | 90 |
Remaining term (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.11 | |
Remaining term (in years) | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 5 | 5.5 |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 15 | |
Volatility | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 22 | 15 |
Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.04 | |
Risk-free rate | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 1.26 | 0.96 |
Fair value of over-allotment option | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.32 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 12 Months Ended | |
Mar. 08, 2021 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Change in fair value of warrant liability | $ (1,576,196) | |
Over-allotment option | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement | $ 1,056,000 | |
Level 3 | Warrants | Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement | 13,882,167 | |
Change in valuation inputs or other assumptions | (1,576,196) | |
Fair value | 13,340,717 | |
Level 3 | Warrants | Recurring | Over-allotment option | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement | 1,034,746 | |
Level 3 | Public Warrants | Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement | 4,730,000 | |
Change in valuation inputs or other assumptions | (541,006) | |
Fair value | 4,677,805 | |
Level 3 | Public Warrants | Recurring | Over-allotment option | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement | 488,811 | |
Level 3 | Private Placement Warrants | Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement | $ 9,152,167 | |
Change in valuation inputs or other assumptions | (1,035,190) | |
Fair value | 8,662,912 | |
Level 3 | Private Placement Warrants | Recurring | Over-allotment option | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement | $ 545,935 |
SUBSEQUENT EVENTS - Related Par
SUBSEQUENT EVENTS - Related Party Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jan. 28, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | Feb. 21, 2022 | May 11, 2021 | |
Subsequent Event [Line Items] | |||||
Amount borrowed | $ 25,716 | $ 1,280,654 | |||
Aggregate cap of notes to cover operating costs | $ 4,000,000 | ||||
Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Amount borrowed | $ 400,000 | ||||
Promissory note | |||||
Subsequent Event [Line Items] | |||||
Aggregate principal amount | 4,000,000 | $ 2,000,000 | |||
Aggregate cap of notes to cover operating costs | $ 8,000,000 | ||||
Promissory note | Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Aggregate cap of notes to cover operating costs | $ 4,000,000 |
SUBSEQUENT EVENTS - Director Se
SUBSEQUENT EVENTS - Director Services Agreement (Details) - Director Services Agreement | Oct. 15, 2021 USD ($) |
Subsequent Event [Line Items] | |
Annual payments | $ 50,000 |
Incremental hourly fee | $ 500 |