Cover
Cover | 3 Months Ended |
Mar. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-4/A |
Amendment Flag | true |
Entity Registrant Name | Aurora Acquisition Corp. |
Entity Central Index Key | 0001835856 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | AMENDMENT NO. 6 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash | $ 36,467 | $ 37,645 | |
Related party receivable | 488,716 | 502,956 | |
Prepaid expenses and other current assets | 418,548 | 526,674 | $ 5,000 |
Total Current Assets | 943,731 | 1,067,275 | 5,000 |
Cash held in trust account | 278,045,659 | 278,022,397 | |
Deferred offering cost | 557,663 | ||
Total Assets | 278,989,390 | 279,089,672 | 562,663 |
Current liabilities: | |||
Accounts payable and accrued offering costs | 6,190,174 | 5,622,429 | 531,947 |
Related party loans | 1,812,295 | 1,412,295 | 25,716 |
Total Current Liabilities | 8,002,469 | 7,034,724 | 557,663 |
Warrant Liability | 11,262,650 | 13,340,717 | |
Deferred underwriting fee payable | 8,505,100 | 8,505,100 | |
Total Liabilities | 27,770,219 | 28,880,541 | 557,663 |
Commitments and Contingencies | |||
Class A ordinary shares subject to possible redemption, 24,300,287 shares at redemption value as of March 31, 2022 and December 31, 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 | 12,263,980 | 12,263,980 | 24,280 |
Accumulated deficit | (4,048,724) | (5,058,764) | (20,000) |
Total Shareholders' Equity | 8,216,301 | 7,206,261 | 5,000 |
Total Liabilities and Shareholders' Equity | 278,989,390 | 279,089,672 | 562,663 |
Class A Common Stock | |||
Shareholders' Equity | |||
Common stock | 350 | 350 | |
Class B Common Stock | |||
Shareholders' Equity | |||
Common stock | 695 | 695 | $ 720 |
Class A Common Stock Subject to Redemption | |||
Current liabilities: | |||
Class A ordinary shares subject to possible redemption, 24,300,287 shares at redemption value as of March 31, 2022 and December 31, 2021 | $ 243,002,870 | $ 243,002,870 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Class A Common Stock Subject to Redemption | |||
Temporary equity, shares issued | 24,300,287 | 24,300,287 | 24,300,287 |
Temporary equity, shares outstanding | 24,300,287 | 24,300,287 | 24,300,287 |
Class A Common Stock Not Subject to Redemption | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common shares, shares issued | 3,500,000 | 3,500,000 | |
Common shares, shares outstanding | 3,500,000 | 3,500,000 | |
Class B Common Stock | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Common shares, shares issued | 6,950,072 | 6,950,072 | 7,200,000 |
Common shares, shares outstanding | 6,950,072 | 6,950,072 | 7,200,000 |
Common Class A [Member] | |||
Temporary equity, shares outstanding | 24,300,287 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Formation and operating costs | $ 1,091,289 | $ 98,419 | $ 20,000 | $ 7,390,964 |
Loss from operations | (1,091,289) | (98,419) | (20,000) | (7,390,964) |
Other income (expense): | ||||
Interest earned on marketable securities held in Trust Account | 23,262 | 19,527 | ||
Change in fair value of warrants | 2,078,067 | (1,836,968) | 1,576,196 | |
Change in fair value of over-allotment option liability | 1,056,000 | |||
Change in fair value of over-allotment option liability | 496,161 | |||
Offering costs allocated to warrants liability | (299,524) | (299,523) | ||
Net income (loss) | $ 1,010,040 | $ (1,738,750) | $ (20,000) | $ (5,038,764) |
Class A Common Stock Subject to Redemption | ||||
Other income (expense): | ||||
Weighted average shares outstanding, basic and diluted | 0 | 24,300,287 | ||
Basic and diluted net (loss) per share | $ 0.03 | $ 0.13 | $ 0 | $ (0.15) |
Basic weighted average shares outstanding | 24,300,287 | 6,158,956 | ||
Diluted weighted average shares outstanding | 24,300,287 | 6,158,956 | ||
Basic net loss per share | $ 0.03 | $ (0.13) | ||
Diluted net loss per share | $ 0.03 | $ (0.13) | ||
Non-Redeemable Class A and Class B Common Stock | ||||
Other income (expense): | ||||
Weighted average shares outstanding, basic and diluted | 6,375,000 | 9,590,182 | ||
Basic and diluted net (loss) per share | $ 0 | $ (0.15) | ||
Basic weighted average shares outstanding | 10,450,072 | 7,218,327 | ||
Diluted weighted average shares outstanding | 10,450,072 | 7,218,327 | ||
Basic net loss per share | $ 0.03 | $ (0.13) | ||
Diluted net loss per share | $ 0.03 | $ (0.13) |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Total | Private Placement | Class A Common Stock Subject to Redemption Common Stock [Member] | Class A Common Stock Subject to Redemption Private Placement Common Stock [Member] | Class B Common Stock Common Stock [Member] | Additional Paid-in Capital Common Stock [Member] | Additional Paid-in Capital Private Placement Common Stock [Member] | Accumulated Deficit Common Stock [Member] | As Previously Reported | As Previously Reported Class A Common Stock Subject to Redemption Common Stock [Member] | As Previously Reported Class B Common Stock Common Stock [Member] | As Previously Reported Additional Paid-in Capital Common Stock [Member] | As Previously Reported Accumulated Deficit Common Stock [Member] |
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 ordinary shares to sponsor | 25,000 | $ 720 | 24,280 | ||||||||||
Issuance of Class B ordinary shares to sponsor, (in Shares) | 7,200,000 | ||||||||||||
Net income (loss) | (20,000) | (20,000) | |||||||||||
Balance at the end at Dec. 31, 2020 | 5,000 | $ 0 | $ 720 | 24,280 | (20,000) | $ 5,000 | $ 0 | $ 720 | $ 24,280 | $ (20,000) | |||
Balance at the end (in shares) at Dec. 31, 2020 | 0 | 7,200,000 | 0 | 7,200,000 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Sale of units | $ 214,438,838 | $ 2,430 | 214,436,408 | ||||||||||
Sale of units (in shares) | 24,300,287 | 24,300,287 | |||||||||||
Sale of Private Placement Units | $ 35,000,000 | $ 35,000,000 | $ 350 | $ 34,999,650 | |||||||||
Sale of Private Placement Warrants | 6,860,057 | 6,860,057 | |||||||||||
Ordinary shares subject to redemption | (243,002,870) | $ (2,430) | (243,000,440) | ||||||||||
Ordinary shares subject to redemption (in Shares) | (24,300,287) | ||||||||||||
Over allotment option liability | (1,056,000) | (1,056,000) | |||||||||||
Net income (loss) | (1,738,750) | (1,738,750) | |||||||||||
Balance at the end at Mar. 31, 2021 | 10,506,275 | $ 350 | $ 720 | 12,263,955 | (1,758,750) | ||||||||
Balance at the end (in shares) at Mar. 31, 2021 | 3,500,000 | 7,200,000 | |||||||||||
Balance at the beginning at Dec. 31, 2020 | 5,000 | $ 0 | $ 720 | 24,280 | (20,000) | $ 5,000 | $ 0 | $ 720 | $ 24,280 | $ (20,000) | |||
Balance at the beginning (in shares) at Dec. 31, 2020 | 0 | 7,200,000 | 0 | 7,200,000 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Sale of units | $ 214,438,838 | $ 2,430 | 214,436,408 | ||||||||||
Sale of units (in shares) | 24,300,287 | 24,300,287 | |||||||||||
Sale of Private Placement Units | $ 35,000,000 | $ 35,000,000 | $ 350 | $ 34,999,650 | |||||||||
Sale of Private Placement Warrants | 6,860,057 | 6,860,057 | |||||||||||
Ordinary shares subject to redemption | (243,002,870) | $ (2,430) | (243,000,440) | ||||||||||
Ordinary shares subject to redemption (in Shares) | (24,300,287) | ||||||||||||
Surrender and cancellation of Founder Shares | $ (25) | 25 | |||||||||||
Surrender and cancellation of Founder Shares (in Shares) | (249,928) | ||||||||||||
Over allotment option liability | (1,056,000) | (1,056,000) | |||||||||||
Net income (loss) | (5,038,764) | (5,038,764) | |||||||||||
Balance at the end at Dec. 31, 2021 | 7,206,261 | $ 350 | $ 695 | 12,263,980 | (5,058,764) | ||||||||
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 | |||||||||||
Sale of Private Placement Units (in Shares) | 3,500,000 | 3,500,000 | |||||||||||
Net income (loss) | 1,010,040 | 1,010,040 | |||||||||||
Balance at the end at Mar. 31, 2022 | $ 8,216,301 | $ 350 | $ 695 | $ 12,263,980 | $ (4,048,724) | ||||||||
Balance at the end (in shares) at Mar. 31, 2022 | 3,500,000 | 6,950,072 |
CONDENSED STATEMENT OF CHANGE_2
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2021 | |
Sale of units (in shares) | 24,300,287 | 24,300,287 |
Private Placement | ||
Sale of Private Placement Units (in shares) | 3,500,000 | 3,500,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||||
Net loss | $ 1,010,040 | $ (1,738,750) | $ (20,000) | $ (5,038,764) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of warrant liability | (2,078,067) | 1,836,968 | (1,576,196) | |
Offering cost allocated to warrant liability | 299,523 | 299,523 | ||
Interest earned on marketable securities held in Trust Account | (23,262) | (19,527) | ||
Changes in fair value of over-allotment option liability | (496,161) | (1,056,000) | ||
Changes in operating assets and liabilities: | ||||
Payment of formation costs through issuance of Class B ordinary shares | 5,000 | |||
Accounts Receivable | (502,956) | |||
Prepaid expenses and other current assets | 108,125 | 3,750 | (5,000) | (521,674) |
Accounts payable and accrued offering costs | 567,745 | 13,952 | 5,172,585 | |
Related party receivable | 14,240 | |||
Net cash used in operating activities | (377,917) | (80,718) | (20,000) | (3,243,009) |
Cash Flows from Investing Activities | ||||
Investment of cash into trust account | (23,262) | (278,002,870) | 0 | (278,002,870) |
Net cash used in investing activities | (23,262) | (278,002,870) | 0 | (278,002,870) |
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 238,142,813 | 238,142,813 | ||
Proceeds from sale of Private Placement Units | 35,000,000 | 35,000,000 | ||
Proceeds from sale of Private Placement Warrants | 6,860,057 | 6,860,057 | ||
Payment of offering costs | (5,716) | |||
Proceeds from promissory note - related party | 400,000 | 80,653 | 25,716 | 1,280,654 |
Net cash provided by financing activities | 400,000 | 280,083,523 | 20,000 | 281,283,524 |
Net Change in Cash | (1,179) | 1,999,935 | 0 | 37,645 |
Cash - Beginning of period | 37,645 | 0 | 0 | 0 |
Cash - End of period | $ 36,467 | 1,999,935 | 0 | 37,645 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||
Deferred Offering Costs | 475,557 | 531,947 | 581,484 | |
Deferred offering costs paid directly by sponsor in exchange for issuance of Class B ordinary shares | $ 20,000 | |||
Proceeds from Promissory Note with Related Party for Offering Cost | 105,927 | 105,925 | ||
Initial classification of Class A ordinary share subject to possible redemption | 243,002,870 | |||
Deferred underwriting fee payable | 8,505,100 | 8,505,100 | ||
Initial Classification of Warrant liability | 14,916,913 | $ 14,916,913 | ||
Class A ordinary share subject to possible redemption | $ 243,002,870 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
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”). All activity for the period from October 7, 2020 (inception) through March 31, 2022 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 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 $23,262. As of March 31, 2022, funds in the Trust Account totaled $278,045,659, 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 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 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 The Company will have until 24 months from the closing of the Initial Public Offering (the “Combination Period”) to complete a Business Combination. In the event that the Company does not consummate a Business Combination within 24 months from the consummation of the IPO, we can seek an extension (with no limit to such extension) provided we have our shareholder approval. 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 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 Liquidity and Management’s Plan As of March 31, 2022, the Company had $36,467 in its operating bank account, and a working capital deficit of $7,058,738. 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 May 16, 2023 in relation to the business combination, in the event the business combination is unsuccessful. In the event that the Company does not consummate a Business Combination within 24 months from the consummation of the IPO, we can seek an extension (with no limit to such extension) provided we have our shareholder approval. The Note was non-interest 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 | 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 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 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 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 business days 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 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 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 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 $5,967,449. 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 re-evaluated |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
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 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 March 31, 2022 and December 31, 2021. Investments held in trust account At March 31, 2022 and 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 March 31, 2022, 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 March 31, 2022 and December 31, 2021, there were 6,075,052 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. 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 re-measurement, Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 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 within the three months ended March 31, 2021. Income taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The 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 income (loss) per share Net income (loss) per share is computed by dividing net income (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 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 non-redeemable The following table reflects the calculation of basic and diluted net earnings (loss) per common share (in dollars, except per share amounts): Three Months Ended March 31, 2022 March 31, 2021 Class A Common Stock subject to possible redemption Numerator: Earnings (losses) attributable to Class A Common Stock subject to possible redemption $ 706,302 $ (800,528 ) Net earnings (losses) attributable to Class A Common Stock subject to possible redemption $ 706,302 $ (800,528 ) 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 24,300,287 6,158,956 Basic and diluted net income (loss) per share, Class A Common Stock subject to possible redemption $ 0.03 $ (0.13 ) Non-Redeemable Numerator: Net income (loss) minus net earnings Net income (loss) $ 303,738 $ (938,222 ) Less: Net earnings (losses) attributable to Class A Common Stock subject to possible redemption — — Non-redeemable $ 303,738 $ (938,222 ) Denominator: Weighted average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-Redeemable 10,450,072 7,218,327 Basic and diluted net income (loss) per share, Non-Redeemable $ 0.03 $ (0.13 ) 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 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. | 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 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 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. 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 re-measurement, Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 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 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 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 45-day 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 non-redeemable The following table reflects the calculation of basic and diluted net earnings (loss) per common share (in dollars, except per share amounts): Year Ended For the Period from Class A Common Stock subject to possible redemption Numerator: Earnings attributable to Class A Common Stock subject to possible redemption $ (3,608,162 ) $ — Net earnings attributable to Class A Common Stock subject to possible redemption $ (3,608,162 ) $ — 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 24,300,287 — Basic and diluted net loss per share, Class A Common Stock subject to possible redemption $ (0.15 ) $ (0.00 ) Non-Redeemable Numerator: Net loss minus net earnings Net loss $ (1,430,602 ) $ (20,000 ) Less: Net earnings attributable to Class A Common Stock subject to possible redemption — — Non-redeemable $ (1,430,602 ) $ (20,000 ) Denominator: Weighted average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-Redeemable 9,590,182 6,375,000 Basic and diluted net loss per share, Non-Redeemable $ (0.15 ) $ (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, (Subtopic 470-20) 815-40): 2020-06”), 2020-06 2020-06 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
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 | 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-four In connection with the IPO, the Company granted the underwriters a 45-day |
PRIVATE PLACEMENTS
PRIVATE PLACEMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
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 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 | 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 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. one-quarter |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS 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. In March 2021, the Company effectuated a share dividend of 575,000 shares resulting in 7,200,000 founder shares issued and outstanding. On May 10, 2021, as a result of the underwriters’ election to partially exercise their over-allotment option, a total of 249,928 Founder Shares were irrevocably surrendered for cancellation and nil consideration, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering and Novator Private Placement. All share and per-share 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 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 and Director Compensation On October 15, 2021, Merger Sub entered into a Director’s Services Agreement (the “DSA”) by and among Merger Sub, Caroline Jane Harding (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 In addition, with respect to Ms. Harding, our Company remunerates her for professional services rendered to our Company in her role as chief financial officer of at the rate of $10,000 per month and for her service on our board of directors at the rate of $15,000 per year, and in certain circumstances an incremental hourly fee of $500. Additionally, the CFO received a $50,000 payment on March 21, 2021 and will receive a $75,000 payment on the earlier of March 21, 2023 and the date in which our Company is liquidated in contemplation of her future services to our Company. As of March 31, 2022 and December 31, 2021, $10,000 and $100,000 was accrued and as of March 31, 2022 and March 31, 2021, $30,000 and $83,750 was expensed for these services. If we do not have sufficient funds to make the payments due to Ms. Harding as set forth herein professional services provided by her, we may borrow funds from our sponsor or an affiliate of the initial shareholders or certain of our directors and officers to enable us to make such payments. Promissory Note from Related Party On May 11th, 2021, 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 $2,000,000. The Note was non-interest 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 May 16, 2023 in relation to the business combination, in the event the business combination is unsuccessful. In the event that the Company does not consummate a Business Combination within 24 months from the consummation of the IPO, we can seek an extension (with no limit to such extension) provided we have our shareholder approval. As of March 31, 2022 and December 31, 2021 the amount outstanding under the Promissory Note is $1,812,295 and $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 | NOTE 5. RELATED PARTY TRANSACTIONS 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. In March 2021, the Company effectuated a share dividend of 575,000 shares resulting in 7,200,000 founder shares issued and outstanding. On May 10, 2021, as a result of the underwriters’ election to partially exercise their over-allotment option, a total of 249,928 Founder Shares were irrevocably surrendered for cancellation and nil consideration, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering and Novator Private Placement. All share and per-share 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 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 Promissory Note from Related Party On May 11 th non-interest 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 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 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 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 pre-merger 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. | 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 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 pre-merger 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. |
SHAREHOLDER'S EQUITY
SHAREHOLDER'S EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Federal Home Loan Banks [Abstract] | ||
SHAREHOLDER'S EQUITY | NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares — Class A Ordinary Shares — Class B Ordinary Shares — 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 as-converted 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 third 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 • 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, | NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares - Class A Ordinary Shares - Class B Ordinary Shares - 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 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 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 • upon not less than 30 • if, and only if, the reported last sales price of the Class A ordinary shares equals or exceeds $ 18.00 20 30 third 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 • 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 • 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, |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. At March 31, 2022, investments held in the Trust account were comprised of $278,045,659 in money market funds which are invested primarily in U.S. Treasury Securities. As of March 31, 2022, 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 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 for the three months ended June 30, 2021, and the Company had no transfers out of Level 3 for the three months ended March 31, 2022 and March 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 March 31, 2022 by level within the fair value hierarchy: Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account – money market funds $ 278,045,659 $ — $ — Liabilities: Derivative public warrant liabilities 2,490,771 — — Derivative private warrant liabilities — — 8,771,879 Total Fair Value $ 280,536,430 $ — $ 8,771,879 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 As of December 31, As of March 31, Stock price 10.02 9.90 9.86 Strike price 11.50 11.50 11.50 Probability of completing a Business Combination 90.0 % 100 % 100 % Remaining term (in years) 5.5 5.0 5.0 Volatility 15.00 % 22.00 % 20.00 % Risk-free rate 0.96 % 1.26 % 2.41 % Fair value of warrants 0.86 1.59 1.61 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, As of March 31, Unit price 10.02 10.35 Exercise price 9.80 9.80 Contractual term 0.11 0.05 Volatility 15.00 % 15.00 % Risk-free rate 0.04 % 0.01 % Fair value of over-allotment option 0.32 0.56 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 for the three months ended March 31, 2021 in the amount of $496,161. The following table provides a summary of the changes in the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis: Level 3 Level 1 Warrant 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 Change in valuation inputs or other assumptions 108,967 (2,187,034 ) (2,078,067 ) Fair value as of March 31, 2022 8,771,879 2,490,771 11,262,650 | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on 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 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 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 As of December 31, 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 $1,056,000. 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 Public Warrant 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to May 16, 2022, the date that the financial statement was 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 May 11, 2022 the Company borrowed an additional amount of $500,000 under the terms of the promissory note. The Company filed an amended Registration Statement on Form S-4/A . In the second quarter of 2022, after the balance sheet date, Aurora received a voluntary request for documents from the Division of Enforcement of the Securities and Exchange Commission (“SEC”) indicating that it is conducting an investigation relating to Aurora and Better to determine if violations of the federal securities laws have occurred. The SEC has requested that Better and Aurora voluntarily provide the SEC with certain information and documents. Aurora is cooperating with the SEC. As the investigation is ongoing, Aurora is unable to predict how long it will continue or whether, at its conclusion, the SEC will bring an enforcement action against either Better or Aurora and, if it does, what remedies it may seek. On June 22, 2022, Barclays resigned from its role as underwriter and financial advisor to Aurora. In connection with such resignations, Barclays waived its entitlement to a deferred underwriting fee of $8.5 million that would be payable at the close of the Business Combination. Accordingly, the Company will not recognize the liability for the deferred underwriting fee for the quarter ending June 30, 2022 that is currently accrued as of March 31, 2022. | 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 statement was 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. S-4/A 2022. In the second quarter of 2022, after the balance sheet date, Aurora received a voluntary request for documents from the Division of Enforcement of the Securities and Exchange Commission (“SEC”) indicating that it is conducting an investigation relating to Aurora and Better to determine if violations of the federal securities laws have occurred. The SEC has requested that Better and Aurora voluntarily provide the SEC with certain information and documents. Aurora is cooperating with the SEC. As the investigation is ongoing, Aurora is unable to predict how long it will continue or whether, at its conclusion, the SEC will bring an enforcement action against either Better or Aurora and, if it does, what remedies it may seek. On June 22, 2022, Barclays resigned from its role as underwriter and financial advisor to Aurora. In connection with such resignations, Barclays waived its entitlement to a deferred underwriting fee of $8.5 million that would be payable at the close of the Business Combination. Accordingly, the Company will not recognize the liability for the deferred underwriting fee for the quarter ending June 30, 2022 that is currently accrued as of December 31, 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
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. | 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 | 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 |
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. | 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 March 31, 2022 and December 31, 2021. | 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 trust account | Investments held in trust account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. | Investments held in 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. | 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 March 31, 2022, 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. | 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 March 31, 2022 and December 31, 2021, there were 6,075,052 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. 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 re-measurement, | 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. 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 re-measurement, |
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 | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 |
Income taxes | Income taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The 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. | Income taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The 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 | Net income (loss) per share Net income (loss) per share is computed by dividing net income (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 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 non-redeemable The following table reflects the calculation of basic and diluted net earnings (loss) per common share (in dollars, except per share amounts): Three Months Ended March 31, 2022 March 31, 2021 Class A Common Stock subject to possible redemption Numerator: Earnings (losses) attributable to Class A Common Stock subject to possible redemption $ 706,302 $ (800,528 ) Net earnings (losses) attributable to Class A Common Stock subject to possible redemption $ 706,302 $ (800,528 ) 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 24,300,287 6,158,956 Basic and diluted net income (loss) per share, Class A Common Stock subject to possible redemption $ 0.03 $ (0.13 ) Non-Redeemable Numerator: Net income (loss) minus net earnings Net income (loss) $ 303,738 $ (938,222 ) Less: Net earnings (losses) attributable to Class A Common Stock subject to possible redemption — — Non-redeemable $ 303,738 $ (938,222 ) Denominator: Weighted average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-Redeemable 10,450,072 7,218,327 Basic and diluted net income (loss) per share, Non-Redeemable $ 0.03 $ (0.13 ) | Net loss per share 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 45-day 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 non-redeemable The following table reflects the calculation of basic and diluted net earnings (loss) per common share (in dollars, except per share amounts): Year Ended For the Period from Class A Common Stock subject to possible redemption Numerator: Earnings attributable to Class A Common Stock subject to possible redemption $ (3,608,162 ) $ — Net earnings attributable to Class A Common Stock subject to possible redemption $ (3,608,162 ) $ — 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 24,300,287 — Basic and diluted net loss per share, Class A Common Stock subject to possible redemption $ (0.15 ) $ (0.00 ) Non-Redeemable Numerator: Net loss minus net earnings Net loss $ (1,430,602 ) $ (20,000 ) Less: Net earnings attributable to Class A Common Stock subject to possible redemption — — Non-redeemable $ (1,430,602 ) $ (20,000 ) Denominator: Weighted average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-Redeemable 9,590,182 6,375,000 Basic and diluted net loss per share, Non-Redeemable $ (0.15 ) $ (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. | 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 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. | Recent issued accounting standards In August 2020, the FASB issued ASU No. 2020-06, (Subtopic 470-20) 815-40): 2020-06”), 2020-06 2020-06 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Reconciliation of Net Loss per Common Share | The following table reflects the calculation of basic and diluted net earnings (loss) per common share (in dollars, except per share amounts): Three Months Ended March 31, 2022 March 31, 2021 Class A Common Stock subject to possible redemption Numerator: Earnings (losses) attributable to Class A Common Stock subject to possible redemption $ 706,302 $ (800,528 ) Net earnings (losses) attributable to Class A Common Stock subject to possible redemption $ 706,302 $ (800,528 ) 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 24,300,287 6,158,956 Basic and diluted net income (loss) per share, Class A Common Stock subject to possible redemption $ 0.03 $ (0.13 ) Non-Redeemable Numerator: Net income (loss) minus net earnings Net income (loss) $ 303,738 $ (938,222 ) Less: Net earnings (losses) attributable to Class A Common Stock subject to possible redemption — — Non-redeemable $ 303,738 $ (938,222 ) Denominator: Weighted average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-Redeemable 10,450,072 7,218,327 Basic and diluted net income (loss) per share, Non-Redeemable $ 0.03 $ (0.13 ) | The following table reflects the calculation of basic and diluted net earnings (loss) per common share (in dollars, except per share amounts): Year Ended For the Period from Class A Common Stock subject to possible redemption Numerator: Earnings attributable to Class A Common Stock subject to possible redemption $ (3,608,162 ) $ — Net earnings attributable to Class A Common Stock subject to possible redemption $ (3,608,162 ) $ — 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 24,300,287 — Basic and diluted net loss per share, Class A Common Stock subject to possible redemption $ (0.15 ) $ (0.00 ) Non-Redeemable Numerator: Net loss minus net earnings Net loss $ (1,430,602 ) $ (20,000 ) Less: Net earnings attributable to Class A Common Stock subject to possible redemption — — Non-redeemable $ (1,430,602 ) $ (20,000 ) Denominator: Weighted average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-Redeemable 9,590,182 6,375,000 Basic and diluted net loss per share, Non-Redeemable $ (0.15 ) $ (0.00 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of information about the company's financial assets and liabilities measured on recurring basis | 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 March 31, 2022 by level within the fair value hierarchy: Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account – money market funds $ 278,045,659 $ — $ — Liabilities: Derivative public warrant liabilities 2,490,771 — — Derivative private warrant liabilities — — 8,771,879 Total Fair Value $ 280,536,430 $ — $ 8,771,879 | 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 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 quantitative information regarding Level 3 fair value measurements inputs | 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 As of December 31, As of March 31, Stock price 10.02 9.90 9.86 Strike price 11.50 11.50 11.50 Probability of completing a Business Combination 90.0 % 100 % 100 % Remaining term (in years) 5.5 5.0 5.0 Volatility 15.00 % 22.00 % 20.00 % Risk-free rate 0.96 % 1.26 % 2.41 % Fair value of warrants 0.86 1.59 1.61 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, As of March 31, Unit price 10.02 10.35 Exercise price 9.80 9.80 Contractual term 0.11 0.05 Volatility 15.00 % 15.00 % Risk-free rate 0.04 % 0.01 % Fair value of over-allotment option 0.32 0.56 | 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 As of December 31, 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 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 |
Schedule of change in the fair value of the warrant liabilities | The following table provides a summary of the changes in the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis: Level 3 Level 1 Warrant 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 Change in valuation inputs or other assumptions 108,967 (2,187,034 ) (2,078,067 ) Fair value as of March 31, 2022 8,771,879 2,490,771 11,262,650 | 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 Public Warrant 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 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Detail) | 3 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2022 USD ($) $ / shares shares | Mar. 10, 2021 USD ($) $ / shares shares | Mar. 08, 2021 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) ITEM $ / shares shares | Mar. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Dec. 31, 2021 USD ($) Day $ / shares shares | Feb. 21, 2022 USD ($) | May 11, 2021 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Condition for future business combination number of businesses minimum | 1 | 1 | |||||||
Sale of units (in shares) | shares | 24,300,287 | 24,300,287 | |||||||
Price of warrant | $ / shares | $ 1.5 | ||||||||
Proceeds from sale of Private Placement Warrants | $ 6,860,057 | $ 6,860,057 | |||||||
Transaction Costs | $ 13,946,641 | ||||||||
Underwriting fees | 4,860,057 | ||||||||
Deferred underwriting fee payable | $ 8,505,100 | $ 22,542,813 | 8,505,100 | $ 8,505,100 | 8,505,100 | ||||
Other offering costs | 581,484 | ||||||||
Operating bank account | 36,467 | 36,467 | 37,645 | ||||||
Payments for investment of cash in Trust Account | $ (23,262) | (278,002,870) | $ 0 | $ (278,002,870) | |||||
Condition for future business combination use of proceeds percentage | 80% | 80% | |||||||
Condition for future business combination threshold Percentage Ownership | 50% | 50% | |||||||
Redemption limit percentage without prior consent | 20% | 20% | |||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | 100% | |||||||
Redemption period upon closure | 10 days | 10 days | |||||||
Maximum Allowed Dissolution Expenses | $ 100,000 | $ 100,000 | |||||||
Working capital deficit | 7,058,738 | $ 7,058,738 | $ 5,967,449 | ||||||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | 2 days | |||||||
Aggregate cap of notes to cover operating costs | $ 4,000,000 | ||||||||
Interest earned on marketable securities held in Trust Account | 23,262 | $ 23,262 | $ 19,527 | ||||||
Cash and marketable securities held in Trust Account | 278,045,659 | 278,045,659 | 278,022,397 | ||||||
Promissory note | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Aggregate principal amount | 4,000,000 | 4,000,000 | 4,000,000 | $ 2,000,000 | |||||
Aggregate cap of notes to cover operating costs | $ 8,000,000 | $ 8,000,000 | $ 8,000,000 | ||||||
Private Placement Warrants | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Private Placement Units (in shares) | shares | 4,266,667 | 4,266,667 | 4,266,667 | ||||||
Price of warrant | $ / shares | $ 1.5 | $ 1.5 | |||||||
Proceeds from sale of Private Placement Warrants | $ 6,400,000 | $ 6,400,000 | |||||||
Aggregate proceeds held in the Trust Account | $ 278,045,659 | ||||||||
Initial Public Offering | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of units (in shares) | shares | 24,300,287 | 22,000,000 | |||||||
Proceeds from issuance initial public offering | $ 220,000,000 | ||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | |||||
Underwriting fees | $ 4,860,057 | $ 4,860,057 | |||||||
Other offering costs | $ 581,484 | 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 | $ 5,000,001 | $ 5,000,001 | ||||||
Private Placement | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Private Placement Units (in shares) | shares | 3,500,000 | 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 | $ 1.5 | ||||||||
Proceeds from 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 | 3,300,000 | 3,300,000 | |||||
Proceeds from issuance initial public offering | $ 23,002,870 | ||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | |||||
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] | |||||||||
Proceeds from issuance initial public offering | $ 35,000,000 | ||||||||
Purchase price, per unit | $ / shares | $ 10 | ||||||||
Sale of Private Placement Units (in shares) | shares | 306,705 | 3,500,000 | |||||||
Price of warrant | $ / shares | $ 1.5 | $ 10 | |||||||
Proceeds from sale of Private Placement Warrants | $ 460,057 | ||||||||
Investment Of Proceeds In Trust Account | $ 35,000,000 | ||||||||
Interest earned on marketable securities held in Trust Account | $ 19,527 | ||||||||
Sale of stock, price per share | $ / shares | $ 10 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 08, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Summary Of Significant Accounting Policy [Line Items] | |||||
Offering costs | $ 5,716 | ||||
Underwriting fees | $ 4,860,057 | ||||
Other offering costs | $ 581,484 | ||||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | |||
Unrecognized tax benefits | $ 0 | $ 0 | |||
Shares excluded from calculation of diluted loss per share | 11,523,444 | 11,523,444 | |||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||
Public Warrants | |||||
Summary Of Significant Accounting Policy [Line Items] | |||||
Warrants outstanding | shares | 6,075,052 | 6,075,072 | |||
Private Placement Warrants [Member] | |||||
Summary Of Significant Accounting Policy [Line Items] | |||||
Warrants outstanding | shares | 5,448,372 | ||||
Initial Public Offering | |||||
Summary Of Significant Accounting Policy [Line Items] | |||||
Offering costs | $ 13,946,641 | $ 13,946,641 | |||
Underwriting fees | $ 4,860,057 | 4,860,057 | |||
Deferred underwriting fees | $ 8,505,100 | 8,505,100 | |||
Other offering costs | 581,484 | 581,484 | |||
Offering costs charged to shareholders' equity | 13,647,118 | 13,647,118 | |||
Initial Public Offering | Public Warrants | |||||
Summary Of Significant Accounting Policy [Line Items] | |||||
Offering costs | $ 299,523 | $ 299,523 | |||
Class B Common Stock | |||||
Summary Of Significant Accounting Policy [Line Items] | |||||
Shares subject to forfeiture | 249,928 | 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 | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Denominator For Calculation Of Earnings Per Share [Abstract] | ||||
Net income (loss) | $ 1,010,040 | $ (1,738,750) | $ (20,000) | $ (5,038,764) |
Class A Common Stock Subject to Redemption | ||||
Denominator For Calculation Of Earnings Per Share [Abstract] | ||||
Net earnings attributable to Common Stock subject to possible redemption | $ 706,302 | $ (800,528) | $ 0 | $ (3,608,162) |
Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption | 0 | 24,300,287 | ||
Basic and diluted net earnings per share, Class A Common Stock subject to possible redemption | $ 0.03 | $ 0.13 | $ 0 | $ (0.15) |
Basic weighted average shares outstanding | 24,300,287 | 6,158,956 | ||
Diluted net loss per share | $ 0.03 | $ (0.13) | ||
Non-Redeemable Class A and Class B Common Stock | ||||
Denominator For Calculation Of Earnings Per Share [Abstract] | ||||
Net income (loss) | $ 303,738 | $ (938,222) | $ (20,000) | $ (1,430,602) |
Net earnings attributable to Common Stock subject to possible redemption | $ 303,738 | $ (938,222) | $ (20,000) | $ (1,430,602) |
Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption | 6,375,000 | 9,590,182 | ||
Basic and diluted net earnings per share, Class A Common Stock subject to possible redemption | $ 0.03 | $ (0.13) | $ 0 | $ (0.15) |
Basic weighted average shares outstanding | 10,450,072 | 7,218,327 | ||
Diluted net loss per share | $ 0.03 | $ (0.13) |
INITIAL PUBLIC OFFERING - Addit
INITIAL PUBLIC OFFERING - Additional Information (Detail) - $ / shares | 3 Months Ended | 12 Months Ended | |||
Mar. 10, 2021 | Mar. 08, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | 24,300,287 | 24,300,287 | |||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | 24,300,287 | 22,000,000 | |||
Purchase price, per unit | $ 10 | $ 10 | $ 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 | 0.25 | |||
Number of shares issuable per warrant | 1 | 1 | |||
Exercise price of warrants | $ 11.5 | $ 11.5 | |||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | 2,300,287 | 3,300,000 | 3,300,000 | 3,300,000 | |
Purchase price, per unit | $ 10 | $ 10 | $ 10 |
PRIVATE PLACEMENTS - Additional
PRIVATE PLACEMENTS - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2022 | Nov. 09, 2021 | Mar. 10, 2021 | Mar. 08, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Price of warrants | $ 1.5 | ||||||
Aggregate purchase price | $ 6,860,057 | $ 6,860,057 | |||||
Sponsor Agreement, Forfeiture By Sponsor Upon Closing Of Private Warrants, Percentage | 50% | ||||||
Sponsor Agreement, Sponsor Locked Up Shares Percentage | 20% | ||||||
Private Placement Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of warrants to purchase shares issued | 4,266,667 | 4,266,667 | 4,266,667 | ||||
Price of warrants | $ 1.5 | $ 1.5 | |||||
Aggregate purchase price | $ 6,400,000 | $ 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 | 1 | |||||
Private Placement Warrants | Sponsor and certain of Company's directors and officers | Common Class A [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Price of warrants | $ 11.5 | $ 11.5 | |||||
Number of shares per warrant | 1 | 1 | 1 | ||||
Exercise price of warrant | $ 11.5 | $ 11.5 | $ 11.5 | ||||
Novator Private Placement Share | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of warrants to purchase shares issued | 3,500,000 | 3,500,000 | 3,500,000 | ||||
Price of warrants | $ 10 | $ 10 | |||||
Aggregate purchase price | 35,000,000 | $ 35,000,000 | |||||
Novator Private Placement Share | 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 | 3,500,000 | 3,500,000 | ||||
Price of warrants | $ 10 | $ 10 | |||||
Aggregate purchase price | $ 35,000,000 | $ 35,000,000 | |||||
Number of shares per warrant | 1 | 1 | 1 | ||||
Private Placement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of warrants to purchase shares issued | 3,500,000 | 3,500,000 | |||||
Private Placement | Sponsor and certain of Company's directors and officers | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares per warrant | 1 | ||||||
Private Placement | Private Placement Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of warrants to purchase shares issued | 4,266,667 | ||||||
Price of warrants | $ 1.5 | ||||||
Aggregate purchase price | $ 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 | 4,266,667 | |||||
Price of warrants | $ 1.5 | $ 1.5 | |||||
Aggregate purchase price | $ 6,400,000 | $ 6,400,000 | |||||
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 | $ 1.5 | $ 10 | |||||
Aggregate purchase price | $ 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 | 440,000 | ||||
Aggregate purchase price | $ 460,057 | $ 660,000 | $ 660,000 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Detail) | 1 Months Ended | |||||||
May 10, 2021 USD ($) shares | Mar. 10, 2021 | Dec. 09, 2020 USD ($) Day $ / shares shares | Mar. 31, 2021 shares | Feb. 28, 2021 shares | Mar. 31, 2022 shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | |
Class B Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common shares, shares outstanding | 6,950,072 | 6,950,072 | 7,200,000 | |||||
Common shares, shares issued | 6,950,072 | 6,950,072 | 7,200,000 | |||||
Sponsor | Class B Common Stock | ||||||||
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 | $ | ||||||||
Founder Shares | Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share dividend | 1,006,250 | |||||||
Founder Shares | Sponsor | Class B Common Stock | ||||||||
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% | 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 | Day | 20 | |||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day | 30 | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 21, 2023 | Mar. 31, 2022 | Oct. 15, 2021 | Mar. 21, 2021 | Mar. 08, 2021 | Dec. 09, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Feb. 21, 2022 | May 11, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||||||||
Price of warrant | $ 1.5 | |||||||||||
Proceeds from sale of Private Placement Warrants | $ 6,860,057 | $ 6,860,057 | ||||||||||
Related Party Transaction, Incremental Hourly Fee | $ 500 | |||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 75,000 | |||||||||||
Debt Instrument Face Amount Aggregate Cap | $ 4,000,000 | |||||||||||
Notes Payable, Related Parties, Current | $ 1,812,295 | $ 1,812,295 | 1,412,295 | $ 25,716 | ||||||||
Due from Related Parties, Current | $ 488,716 | 488,716 | 502,956 | |||||||||
Accrued services expenses | 10,000 | $ 100,000 | ||||||||||
Services expenses | $ 30,000 | $ 83,750 | ||||||||||
Pine Brook | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Right to Repurchase Shares | 1,875,000 | 1,875,000 | ||||||||||
Due from Related Parties, Current | $ 1,766,282 | |||||||||||
Better | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Right to Repurchase Shares | 1,898,734 | 1,898,734 | ||||||||||
Chief Financial Officer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Incremental Hourly Fee | $ 500 | |||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 50,000 | |||||||||||
Expenses per month | 10,000 | |||||||||||
Expenses per year | $ 15,000 | |||||||||||
Novator Private Placement Share | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of warrants to purchase shares issued | 3,500,000 | 3,500,000 | 3,500,000 | |||||||||
Price of warrant | $ 10 | $ 10 | ||||||||||
Proceeds from sale of Private Placement Warrants | $ 35,000,000 | $ 35,000,000 | ||||||||||
Private Placement Warrants | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of warrants to purchase shares issued | 4,266,667 | 4,266,667 | 4,266,667 | |||||||||
Price of warrant | $ 1.5 | $ 1.5 | ||||||||||
Proceeds from sale of Private Placement Warrants | $ 6,400,000 | $ 6,400,000 | ||||||||||
Promissory Note from Related Party | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Maximum borrowing capacity of related party promissory note | $ 2,000,000 | |||||||||||
Principal amount of notes restated | $ 300,000 | |||||||||||
Debt Instrument Face Amount Aggregate Cap | $ 8,000,000 | $ 8,000,000 | 8,000,000 | |||||||||
Notes Payable, Related Parties, Current | 1,412,295 | |||||||||||
Aggregate principal amount | $ 4,000,000 | $ 4,000,000 | 4,000,000 | $ 2,000,000 | ||||||||
Promissory Note from Related Party | Subsequent Event | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt Instrument Face Amount Aggregate Cap | $ 4,000,000 | |||||||||||
Director Services Agreement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Amounts of Transaction | 50,000 | |||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 50,000 | |||||||||||
Director Services Agreement [Member] | Subsequent Event | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Amounts of Transaction | 50,000 | |||||||||||
Related Party Transaction, Incremental Hourly Fee | $ 500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Detail) | 3 Months Ended | 12 Months Ended | ||||
Mar. 10, 2021 USD ($) $ / shares shares | Mar. 08, 2021 USD ($) shares | Mar. 31, 2022 USD ($) ITEM $ / shares shares | Mar. 31, 2021 ITEM shares | Dec. 31, 2021 USD ($) $ / shares shares | Mar. 03, 2021 Day | |
Gain Contingencies [Line Items] | ||||||
Number of units sold | shares | 24,300,287 | 24,300,287 | ||||
Deferred fee per unit | $ / shares | $ 0.35 | $ 0.35 | ||||
Net proceeds | $ | $ 22,542,813 | $ 8,505,100 | $ 8,505,100 | $ 8,505,100 | ||
Gross Proceeds | $ | $ 23,002,870 | |||||
Underwriting fee (in percentage) | 2% | |||||
Maximum Number Of Demands For Registration Of Securities | 3 | 3 | ||||
Lockup Period For Transfer Of Shares Post Merger | 6 months | 6 months | ||||
Percentage Of Holders Under Lockup Provision For Transfer Of Share Post Merger | 1% | |||||
Loss Contingency, Demand Letters Received, Number | ITEM | 2 | |||||
Loss Contingency, New Claims Filed, Number | ITEM | 0 | |||||
Over-allotment option | ||||||
Gain Contingencies [Line Items] | ||||||
Number of units sold | shares | 2,300,287 | 3,300,000 | 3,300,000 | 3,300,000 | ||
Share Price | $ / shares | $ 10 |
SHAREHOLDERS' EQUITY - Preferre
SHAREHOLDERS' EQUITY - Preferred Stock Shares (Detail) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Stockholders' Equity Note [Abstract] | |||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 | 0 |
SHAREHOLDERS' EQUITY - Common S
SHAREHOLDERS' EQUITY - Common Stock Shares (Detail) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 Day $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | Dec. 31, 2020 $ / shares shares | |
Class A Common Stock Subject to Redemption | |||
Class of Stock [Line Items] | |||
Class A common stock subject to possible redemption, issued (in shares) | 24,300,287 | 24,300,287 | 24,300,287 |
Class A common stock subject to possible redemption, outstanding (in shares) | 24,300,287 | 24,300,287 | 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 | 500,000,000 | 500,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | 1 | 1 | |
Common shares, shares issued (in shares) | 3,500,000 | 3,500,000 | |
Common shares, shares outstanding (in shares) | 3,500,000 | 3,500,000 | |
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | 1 | 1 | |
Common shares, shares issued (in shares) | 6,950,072 | 6,950,072 | 7,200,000 |
Common shares, shares outstanding (in shares) | 6,950,072 | 6,950,072 | 7,200,000 |
Shares subject to forfeiture | 249,928 | 249,928 | |
Ratio to be applied to the stock in the conversion | 20 | 20 | |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 20% | 20% |
SHAREHOLDERS' EQUITY - Warrants
SHAREHOLDERS' EQUITY - Warrants (Detail) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 USD ($) Day $ / shares shares | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) Day $ / shares shares | |
Class B Common Stock | |||
Class of Warrant or Right [Line Items] | |||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 20% | 20% | |
Number Of Shares Subject To Forfeiture | shares | 249,928 | 249,928 | |
Warrants | |||
Class of Warrant or Right [Line Items] | |||
Maximum period after business combination in which to file registration statement | 30 days | 30 days | |
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrant exercise period condition one | 30 days | 30 days | |
Warrant exercise period condition two | 12 months | 12 months | |
Public Warrants expiration term | 5 years | 5 years | |
Share price trigger used to measure dilution of warrant | $ 9.2 | $ 9.2 | |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60% | 60% | |
Trading period after business combination used to measure dilution of warrant | Day | 10 | 10 | |
Warrant exercise price adjustment multiple | 115% | 115% | |
Warrant redemption price adjustment multiple | 180% | 180% | |
Restrictions on transfer period of time after business combination completion | 30 days | 30 days | |
Public Warrants | Fair Value, Inputs, Level 3 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Fair value assets transferred into (out of) level 3 | $ | $ 0 | $ 0 | $ 6,100,000 |
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 | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 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 | Day | 3 | 3 | |
Redemption period | 30 days | 30 days | |
Class Of Warrant Or Right Redemption Of Warrants Or Rights Threshold Trading Days | 20 days | ||
Class Of Warrant Or Right Redemption Of Warrants Or Rights Threshold Consecutive Trading Days | 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 | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.1 | $ 0.1 | |
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 | Day | 3 | 3 | |
Redemption period | 30 days | 30 days | |
Class Of Warrant Or Right Redemption Of Warrants Or Rights Threshold Trading Days | 20 days | ||
Class Of Warrant Or Right Redemption Of Warrants Or Rights Threshold Consecutive Trading Days | 30 days | ||
Class Of Warrant Or Right Minimum Threshold Written Notice Period For Redemption Of Warrants | 90 days | 90 days |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Detail) | 3 Months Ended | 12 Months Ended | |||||
Mar. 10, 2021 shares | Mar. 08, 2021 USD ($) shares | Mar. 31, 2022 USD ($) shares | Mar. 31, 2021 USD ($) d shares | Dec. 31, 2021 USD ($) shares | Mar. 08, 2021 | Mar. 08, 2021 d | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Cash and marketable securities held in Trust Account | $ 278,045,659 | $ 278,022,397 | |||||
Units Issued During Period, Shares, New Issues | shares | 24,300,287 | 24,300,287 | |||||
change of fair value in over-allotment option liability | $ 496,161 | ||||||
Over-Allotment Option [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Derivative Liability fair value Disclosure | $ 1,056,000 | ||||||
Units Issued During Period, Shares, New Issues | shares | 2,300,287 | 3,300,000 | 3,300,000 | 3,300,000 | |||
change of fair value in over-allotment option liability | $ 1,056,000 | ||||||
Level 3 | Public Warrants [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Fair value assets transferred into (out of) level 3 | $ 0 | $ 0 | $ 6,100,000 | ||||
Level 3 | Over-Allotment Option [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Measurement input | 0.56 | 0.32 | 0.32 | ||||
Level 3 | Dividend rate | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Measurement input | 0 | 0 | |||||
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 | $ 278,045,659 | $ 278,022,397 |
FAIR VALUE MEASUREMENTS - Compa
FAIR VALUE MEASUREMENTS - Company's Financial Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account - money market funds | $ 278,045,659 | $ 278,022,397 |
Derivative warrant liabilities | 11,262,650 | 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 | 278,045,659 | 278,022,397 |
Total Fair Value | 280,536,430 | 282,700,202 |
Level 1 | Recurring | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 2,490,771 | 4,677,805 |
Level 3 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 8,771,879 | 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 | $ 8,771,879 | $ 8,662,912 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Detail) | 3 Months Ended | ||||||||
Mar. 08, 2021 USD ($) shares | Mar. 31, 2021 USD ($) d | Mar. 31, 2022 d | Dec. 31, 2021 | Dec. 31, 2021 yr | Dec. 31, 2021 d | Mar. 08, 2021 yr | Mar. 08, 2021 shares | Mar. 08, 2021 d | |
Over-Allotment Option [Member] | |||||||||
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 | shares | 3,300,000 | ||||||||
Changes in fair value of over-allotment option liability | $ 496,161 | ||||||||
Level 3 | Over-Allotment Option [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Derivative Liability, Measurement Input | 0.32 | 0.56 | 0.32 | ||||||
Level 3 | Private Placement Warrants | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Derivative Liability, Measurement Input | 0.86 | 1.61 | 1.59 | 1.59 | 0.86 | ||||
Stock price | Level 3 | Over-Allotment Option [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Derivative Liability, Measurement Input | 10.35 | 10.02 | 10.02 | ||||||
Stock price | Level 3 | Private Placement Warrants | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Derivative Liability, Measurement Input | 10.02 | 9.86 | 9.9 | 9.9 | 10.02 | ||||
Exercise price | Level 3 | Over-Allotment Option [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Derivative Liability, Measurement Input | 9.8 | 9.8 | 9.8 | ||||||
Strike price | Level 3 | Private Placement Warrants | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Derivative Liability, Measurement Input | 11.5 | 11.5 | 11.5 | 11.5 | 11.5 | ||||
Probability of completing a Business Combination | Level 3 | Private Placement Warrants | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Derivative Liability, Measurement Input | 90 | 100 | 100 | 100 | 90 | ||||
Expected life of the option to convert (in years) | Level 3 | Over-Allotment Option [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Derivative Liability, Measurement Input | 0.05 | 0.11 | 0.11 | ||||||
Expected life of the option to convert (in years) | Level 3 | Private Placement Warrants | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Derivative Liability, Measurement Input | 5 | 5 | 5 | 5.5 | 5.5 | ||||
Volatility | Level 3 | Over-Allotment Option [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Derivative Liability, Measurement Input | 15 | 15 | 15 | ||||||
Volatility | Level 3 | Private Placement Warrants | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Derivative Liability, Measurement Input | 15 | 20 | 22 | 22 | 15 | ||||
Risk-free rate | Level 3 | Over-Allotment Option [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Derivative Liability, Measurement Input | 0.04 | 0.01 | 0.04 | ||||||
Risk-free rate | Level 3 | Private Placement Warrants | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Derivative Liability, Measurement Input | 0.96 | 2.41 | 1.26 | 1.26 | 0.96 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 08, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Over-allotment option | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Initial measurement | $ 1,056,000 | ||
Warrant [Member] | Recurring | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value as of December 31, 2020 | $ 13,340,717 | ||
Initial measurement | 13,882,167 | ||
Change in valuation inputs or other assumptions | $ (2,078,067) | (1,576,196) | |
Fair value as of December 31, 2021 | 11,262,650 | ||
Warrant [Member] | Recurring | Over-allotment option | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Initial measurement | 1,034,746 | ||
Level 3 | Recurring | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value as of December 31, 2020 | 8,662,912 | ||
Initial measurement | 9,152,167 | ||
Change in valuation inputs or other assumptions | 108,967 | (1,035,190) | |
Fair value as of December 31, 2021 | 8,771,879 | ||
Level 3 | Recurring | Over-allotment option | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Initial measurement | 545,935 | ||
Level 3 | Warrant [Member] | Recurring | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value as of December 31, 2020 | 13,340,717 | ||
Initial measurement | 13,882,167 | ||
Change in valuation inputs or other assumptions | (1,576,196) | ||
Fair value as of December 31, 2021 | 13,340,717 | ||
Level 3 | Warrant [Member] | 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 [Member] | Recurring | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value as of December 31, 2020 | 4,677,805 | ||
Initial measurement | 4,730,000 | ||
Change in valuation inputs or other assumptions | (541,006) | ||
Fair value as of December 31, 2021 | 4,677,805 | ||
Level 3 | Public Warrants [Member] | 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 [Member] | Recurring | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value as of December 31, 2020 | 8,662,912 | ||
Initial measurement | $ 9,152,167 | ||
Change in valuation inputs or other assumptions | (1,035,190) | ||
Fair value as of December 31, 2021 | 8,662,912 | ||
Level 3 | Private Placement Warrants [Member] | Recurring | Over-allotment option | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Initial measurement | 545,935 | ||
Level 1 | Recurring | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value as of December 31, 2020 | 4,677,805 | ||
Initial measurement | 4,730,000 | ||
Change in valuation inputs or other assumptions | (2,187,034) | (541,006) | |
Fair value as of December 31, 2021 | $ 2,490,771 | ||
Level 1 | Recurring | Over-allotment option | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Initial measurement | $ 488,811 |
SUBSEQUENT EVENTS (Detail)
SUBSEQUENT EVENTS (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Jun. 22, 2022 | May 11, 2022 | Jan. 28, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Feb. 21, 2022 | |
Subsequent Event [Line Items] | ||||||||
Amount borrowed | $ 400,000 | $ 80,653 | $ 25,716 | $ 1,280,654 | ||||
Debt Instrument Face Amount Aggregate Cap | $ 4,000,000 | |||||||
Promissory Note from Related Party | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument Face Amount Aggregate Cap | $ 8,000,000 | $ 8,000,000 | ||||||
SUBSEQUENT EVENTS | ||||||||
Subsequent Event [Line Items] | ||||||||
Amount borrowed | $ 400,000 | |||||||
Deferred underwriting fees | $ 8,500,000 | |||||||
SUBSEQUENT EVENTS | Promissory Note from Related Party | ||||||||
Subsequent Event [Line Items] | ||||||||
Amount borrowed | $ 500,000 | |||||||
Debt Instrument Face Amount Aggregate Cap | $ 4,000,000 |