Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2021 | |
Document Information Line Items | |
Entity Registrant Name | BROADSCALE ACQUISITION CORP. |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Central Index Key | 0001838697 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets | |||
Cash | $ 513,431 | $ 25,000 | |
Prepaid expenses and other current assets | 298,750 | ||
Total Current Assets | 812,181 | 25,000 | |
Deferred offering costs | 64,331 | ||
Investments held in Trust Account | 345,019,584 | ||
TOTAL ASSETS | 345,831,765 | 89,331 | |
Current liabilities | |||
Accrued expenses | 2,472,438 | 1,000 | |
Accrued offering costs | 64,331 | ||
Total Current Liabilities | 2,472,438 | 65,331 | |
Warrant liability – private placement | 5,846,800 | ||
Warrant liability – public | 8,047,125 | ||
Deferred underwriting fee payable | 12,075,000 | ||
Total Liabilities | 28,441,363 | 65,331 | |
Commitments and Contingencies | |||
Class A common stock subject to possible redemption, $0.0001 par value; 34,500,000 shares and no shares at $10.00 per share redemption value as of December 31, 2021 and 2020, respectively | 345,000,000 | ||
Stockholders’ (Deficit) Equity | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; no shares issued or outstanding (excluding 34,500,000 and no shares subject to possible redemption) as of December 31, 2021 and 2020, respectively | |||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 8,625,000 shares issued and outstanding as of December 31, 2021 and 2020 | [1] | 863 | 863 |
Additional paid-in capital | 24,137 | ||
Accumulated deficit | (27,610,461) | (1,000) | |
Total Stockholders’ (Deficit) Equity | (27,609,598) | 24,000 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | $ 345,831,765 | $ 89,331 | |
[1] | At December 31, 2020, included an aggregate of up to 1,125,000 shares of Class B common stock subject to forfeiture if the over -allotment -for-1 -share |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption | 34,500,000 | 34,500,000 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10 | $ 10 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | ||
Common stock, shares outstanding | ||
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 8,625,000 | 8,625,000 |
Common stock, shares outstanding | 8,625,000 | 8,625,000 |
Statements of Operations
Statements of Operations - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
General and administrative expenses | $ 1,000 | $ 4,636,796 |
Loss from operations | (1,000) | (4,636,796) |
Other income: | ||
Change in fair value of warrant liabilities | 10,944,826 | |
Interest earned on Investments held in Trust Account | 31,251 | |
Total other income, net | 10,976,077 | |
Net income (loss) | $ (1,000) | $ 6,339,281 |
Weighted average shares outstanding of Class A common stock (in Shares) | 29,963,014 | |
Basic and diluted income per share, Class A common stock (in Dollars per share) | $ 0.16 | |
Weighted average shares outstanding of Class B common stock (in Shares) | 7,500,000 | 8,477,055 |
Basic and diluted net income per share, Class B common stock (in Dollars per share) | $ 0.16 |
Statements of Changes In Stockh
Statements of Changes In Stockholders’ (Deficit) Equity - USD ($) | Class BCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Nov. 04, 2020 | ||||
Balance (in Shares) at Nov. 04, 2020 | ||||
Issuance of Class B common stock to Sponsor | $ 863 | 24,137 | 25,000 | |
Issuance of Class B common stock to Sponsor (in Shares) | 8,625,000 | |||
Net income (loss) | (1,000) | (1,000) | ||
Balance at Dec. 31, 2020 | $ 863 | 24,137 | (1,000) | 24,000 |
Balance (in Shares) at Dec. 31, 2020 | 8,625,000 | |||
Accretion for Class A common stock to redemption amount | (24,137) | (33,948,742) | (33,972,879) | |
Net income (loss) | 6,339,281 | 6,339,281 | ||
Balance at Dec. 31, 2021 | $ 863 | $ (27,610,461) | $ (27,609,598) | |
Balance (in Shares) at Dec. 31, 2021 | 8,625,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (1,000) | $ 6,339,281 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | (10,944,826) | |
Interest earned on investments held in Trust Account | (31,251) | |
Transaction costs associated with the Initial Public Offering | 882,336 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (298,750) | |
Accrued expenses | 1,000 | 2,471,438 |
Net cash used in operating activities | (1,581,772) | |
Cash Flows from Investing Activities: | ||
Purchase of investments held in Trust Account | (345,000,000) | |
Cash withdrawn from Trust Account to pay franchise and income taxes | 11,667 | |
Net cash used in investing activities | (344,988,333) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 338,100,000 | |
Proceeds from sale of Private Placement Warrants | 9,400,000 | |
Proceeds from promissory note – related party | 252,000 | |
Repayment of promissory note – related party | (252,000) | |
Payment of offering costs | (441,464) | |
Net cash provided by financing activities | 25,000 | 347,058,536 |
Net Change in Cash | 25,000 | 488,431 |
Cash – Beginning of period | 25,000 | |
Cash – End of period | 25,000 | 513,431 |
Non-Cash investing and financing activities: | ||
Offering costs included in accrued offering costs | 64,331 | |
Deferred underwriting fee payable | $ 12,075,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Broadscale Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on November 5, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from November 5, 2020 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non -operating The registration statement for the Company’s Initial Public Offering was declared effective on February 11, 2021. On February 17, 2021, the Company consummated the Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over -allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,266,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Nokomis ESG Sponsor, LLC (the “Sponsor”) generating gross proceeds of $9,400,000, which is described in Note 5. Transaction costs amounted to $19,416,464, consisting of $6,900,000 in cash underwriting fees, $12,075,000 in deferred underwriting fees, and $441,464 of other offering costs. Following the closing of the Initial Public Offering on February 17, 2021 including the full exercise of the underwriters’ over -allotment -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post -transaction The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre -business The Company will have until February 17, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Liquidity and Going Concern As of December 31, 2021, the Company had approximately $0.5 million in its operating bank account and a working capital deficit of approximately $1.7 million. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined below) (see Note 6). As of December 31, 2021 and 2020, there were no amounts outstanding under any Working Capital Loans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014 -15 |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2021 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the Warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement. In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815 -40 -40-15 -linked -40-15 -40-15 -for-fixed -40-25 As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of February 17, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re -evaluate Therefore, in the Company’s unaudited condensed financial statements as of and for the three -month -K -Q -month In connection with the preparation of the Company’s unaudited condensed financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. In accordance with ASC 480, paragraph 10 -S99 -in The impact of the restatements on the Company’s financial statements is reflected in the following table. As Adjustment Adjustment As Balance Sheet as of February 17, 2021 Warrant liabilities $ — $ 26,656,084 $ — $ 26,656,084 Total liabilities $ 12,201,450 $ 26,656,084 $ — $ 38,857,534 Class A common stock subject to possible redemption $ 330,006,460 $ (26,656,084 ) $ 41,649,624 $ 345,000,000 Class A common stock $ 150 $ 266 $ (416 ) $ — Additional paid-in capital $ 5,001,063 $ 2,699,403 $ (7,700,466 ) — Accumulated deficit $ (2,068 ) $ (2,699,669 ) $ (33,948,741 ) $ (36,650,478 ) Total Stockholders’ Equity (Deficit) $ 5,000,008 $ — $ (41,649,624 ) $ (36,649,616 ) Number of shares subject to redemption 33,000,646 (2,665,608 ) 4,164,962 34,500,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of 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 investments in money market funds that invest in U.S. government securities, or a combination thereof. At December 31, 2021 and 2020, the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities. Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock subject to possible redemption issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, the Class A common stock subject to possible redemption of 34,500,000 shares and no shares, respectively, is presented as temporary equity, outside of the stockholders’ (deficit) equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid -in At December 31, 2021 the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (15,438,750 ) Class A common stock issuance costs (18,534,129 ) Plus: Accretion of carrying value to redemption value 33,972,879 Class A common stock subject to possible redemption $ 345,000,000 Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for its Private Placement Warrants and Public Warrants (as defined in Note 3) (collectively, the “Warrants) as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in are recognized as a non -cash Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2021 and 2020, the Company had deferred tax assets with a full valuation allowance recorded against them. The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start -up -up ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two -class The calculation of diluted income (loss) per share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the Warrants is contingent upon the occurrence of future events. The Warrants are exercisable to purchase 6,266,667 Class A common shares in the aggregate. As of December 31, 2021 and 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income (loss), as adjusted $ 4,941,301 $ 1,397,980 $ — $ (1,000 ) Denominator: Basic and diluted weighted average shares outstanding 29,963,014 8,477,055 — 7,500,000 Basic and diluted net income per common share $ 0.16 $ 0.16 $ — $ 0.00 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short -term Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -06 -06 -06 -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering Disclosure [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 34,500,000 Units, which includes a full exercise by the underwriter of its overallotment option in the amount of 4,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one -fourth |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Private Placements [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,266,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant ($9,400,000) from the Company in a private placement. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In November 2020, the Sponsor purchased 150,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. On December 11, 2020, the Company effected a 47.91667 -for-1 The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder 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 last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Administrative Support Agreement Commencing on February 12, 2021, the Company has agreed to pay the Sponsor or an affiliate of the Sponsor a total of $20,000 per month for office space, utilities, secretarial support and administrative services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred and paid $220,000 for the year ended December 31, 2021. The Company did not incur any administrative services for the period from November 5, 2020 (inception) through December 31, 2020. Due from Sponsor At the closing of the Initial Public Offering on February 17, 2021 a portion of the proceeds from the sale of the Private Placement Warrants in the amount of $2,124,125 was due to the Company to be held outside of the Trust Account for working capital purposes. The Company received the cash on February 18, 2021. As of December 31, 2021, there were no amounts due from the Sponsor. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post -Business |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Commitment [Abstract] | |
COMMITMENTS | NOTE 7. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 Registration Rights Pursuant to a registration rights agreement entered into on February 11, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, or $12,075,000 in the aggregate. The deferred fee will become payable to the underwriter 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. Business Combination Agreement On November 30, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Voltus, Inc., a Delaware corporation (“Voltus”), and Velocity Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Broadscale (“Merger Sub”). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “Business Combination”): (i) at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the conditions of the Merger Agreement, in accordance with the General Corporation Law of the State of Delaware, as amended, Merger Sub will merge with and into Voltus, the separate corporate existence of Merger Sub will cease and Voltus will be the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”); (ii) at the Closing, the Company will be renamed “Voltus Technologies, Inc.” (post -Merger other things, all shares of capital stock of Voltus outstanding as of immediately prior to the effective time of the Merger will be canceled in exchange for the right to receive shares of Class A common stock, par value $0.0001 per share, of the Company (“Broadscale Common Stock”); (iv) as a result of the Merger, all Voltus equity awards outstanding as of immediately prior to the effective time of the Merger will be converted into awards based on Broadscale Common Stock, upon substantially the same terms and conditions as are in effect with respect to such option immediately prior to the effective time of the Merger; (v) at the Closing, the total number of shares of Broadscale Common Stock issuable to existing holders of Voltus capital stock or pursuant to the aforementioned converted equity awards shall be equal to the quotient obtained by dividing (x) $750,000,000 (subject to increase by an amount equal to the aggregate exercise prices of all converted equity awards) by (y) $10.00; and (vi) upon the Closing, existing holders of Voltus capital stock and equity awards will have the right to receive up to an aggregate of 10,000,000 additional shares of Broadscale Common Stock in three substantially equal tranches which are issuable upon the achievement of share price thresholds for Broadscale Common Stock of $12.50, $15.00 and $17.50, respectively, as set forth in the Merger Agreement. Simultaneously with the execution of the Merger Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed at a purchase price of $10.00 per share and $100 million in the aggregate for (i) 10 million shares of Broadscale Common Stock and (ii) in the case of certain PIPE Investors purchasing in excess of a specified number of shares of Broadscale Common Stock, an aggregate of 6,200,000 warrants exercisable for shares of Broadscale Common Stock (the “PIPE Investment”). The PIPE Investment will be consummated substantially concurrently with the Closing. The Subscription Agreements will terminate with no further force and effect upon the earliest to occur of: (i) such date and time as the Merger Agreement is terminated in accordance with its terms, (ii) the mutual written agreement of the parties to such Subscription Agreement, and (iii) September 30, 2022, if the Closing has not occurred on or before such date. |
Stockholders_ (Deficit) Equity
Stockholders’ (Deficit) Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ (DEFICIT) EQUITY | NOTE 8. STOCKHOLDERS’ (DEFICIT) EQUITY Preferred Stock Class A Common Stock Class B Common Stock -for-1 -share Holders of Class B common stock will vote on the election of directors prior to the consummation of a Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of a Business Combination on a one -for-one -linked -converted -linked -linked -equivalent |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Warrants Disclosure [Abstract] | |
WARRANT LIABILITIES | NOTE 9. WARRANT LIABILITIES Warrants five The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the Warrants. The Company will use its commercially reasonable efforts to cause such registration statement to become effective within 60 business days after the closing of a Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed, as specified in the warrant agreement; provided that if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange and, as such, do not 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 elects, the Company will not be required to file or maintain in effect a registration statement, but it 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. If a registration statement covering the shares of Class A common stock issuable upon exercise of the Warrants is not effective by the 60 th Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 • • • • -trading If and when the Warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. • • • • If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the Warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity -linked the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. As of December 31, 2021, there were 6,266,667 Private Placement Warrants outstanding. At December 31, 2020, there were no Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as provided herein under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”, the Private Placement Warrants will be exercisable on a cashless basis and be non -redeemable |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 10. INCOME TAX The Company did not have any significant deferred tax assets or liabilities as of December 31, 2021 and 2020. The Company’s net deferred tax assets are as follows: December 31, 2021 2020 Deferred tax asset Net operating loss carryforward $ 35,437 — Organizational costs/Startup expenses 746,437 $ — Total deferred tax asset 781,874 — Valuation allowance (781,874 ) — Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: Year Ended Period from Federal Current $ — $ — Deferred (781,874 ) — State Current $ — $ — Deferred — — Change in valuation allowance 781,874 — Income tax provision $ — $ — As of December 31, 2021 and 2020, the Company had $35,437 and no U.S. federal and state net operating loss carryovers available to offset future taxable income, respectively. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021 and for the period from November 5, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $781,874 and $0, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 is as follows: December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % Deferred tax liability change in rate Compensation expense 6.0 % — Change in fair value of public warrant liability (42.3 )% — Transaction costs 2.9 % — Change in valuation allowance 12.4 % — Income tax provision 0.0 % 21.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 11. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2021, assets held in the Trust Account were comprised of $345,019,584 in money market funds which are invested in U.S. Treasury Securities. Through December 31, 2021, the Company withdrew $11,667 of interest earned on the Trust Account to pay for taxes. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 345,019,584 Liabilities: Warrant Liability – Public Warrants 1 $ 8,047,125 Warrant Liability – Private Placement Warrants 2 $ 5,846,800 There were no assets or liabilities measured at fair value on a recurring basis at December 31, 2020. The Warrants are accounted for as liabilities in accordance with ASC 815 -40 As of February 17, 2021, the Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of February 17, 2021 was derived from observable public warrant pricing on comparable ‘blank -check The following table presents the changes in the fair value of level 3 warrant liability: Private Public Total Initial measurement on February 17, 2021 11,217,334 15,438,750 26,656,084 Change in valuation inputs or other assumptions (3,948,000 ) (5,520,000 ) (9,468,000 ) Transfer to Level 1 on April 8, 2021 — (9,918,750 ) $ (9,918,750 ) Transfer to Level 2 on June 30, 2021 $ (7,269,334 ) $ — $ (7,269,334 ) Fair value as of December 31, 2021 $ — $ — $ — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be 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 statements. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of 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 investments in money market funds that invest in U.S. government securities, or a combination thereof. At December 31, 2021 and 2020, the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock subject to possible redemption issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, the Class A common stock subject to possible redemption of 34,500,000 shares and no shares, respectively, is presented as temporary equity, outside of the stockholders’ (deficit) equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid -in At December 31, 2021 the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (15,438,750 ) Class A common stock issuance costs (18,534,129 ) Plus: Accretion of carrying value to redemption value 33,972,879 Class A common stock subject to possible redemption $ 345,000,000 |
Warrant Liabilities | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for its Private Placement Warrants and Public Warrants (as defined in Note 3) (collectively, the “Warrants) as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in are recognized as a non -cash |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2021 and 2020, the Company had deferred tax assets with a full valuation allowance recorded against them. The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start -up -up ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two -class The calculation of diluted income (loss) per share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the Warrants is contingent upon the occurrence of future events. The Warrants are exercisable to purchase 6,266,667 Class A common shares in the aggregate. As of December 31, 2021 and 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income (loss), as adjusted $ 4,941,301 $ 1,397,980 $ — $ (1,000 ) Denominator: Basic and diluted weighted average shares outstanding 29,963,014 8,477,055 — 7,500,000 Basic and diluted net income per common share $ 0.16 $ 0.16 $ — $ 0.00 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short -term |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -06 -06 -06 -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Schedule of restatement on the company's financial statements | As Adjustment Adjustment As Balance Sheet as of February 17, 2021 Warrant liabilities $ — $ 26,656,084 $ — $ 26,656,084 Total liabilities $ 12,201,450 $ 26,656,084 $ — $ 38,857,534 Class A common stock subject to possible redemption $ 330,006,460 $ (26,656,084 ) $ 41,649,624 $ 345,000,000 Class A common stock $ 150 $ 266 $ (416 ) $ — Additional paid-in capital $ 5,001,063 $ 2,699,403 $ (7,700,466 ) — Accumulated deficit $ (2,068 ) $ (2,699,669 ) $ (33,948,741 ) $ (36,650,478 ) Total Stockholders’ Equity (Deficit) $ 5,000,008 $ — $ (41,649,624 ) $ (36,649,616 ) Number of shares subject to redemption 33,000,646 (2,665,608 ) 4,164,962 34,500,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Class A common stock reflected in the condensed balance sheets | Gross proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (15,438,750 ) Class A common stock issuance costs (18,534,129 ) Plus: Accretion of carrying value to redemption value 33,972,879 Class A common stock subject to possible redemption $ 345,000,000 |
Schedule of basic and diluted net income (loss) per common share | Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income (loss), as adjusted $ 4,941,301 $ 1,397,980 $ — $ (1,000 ) Denominator: Basic and diluted weighted average shares outstanding 29,963,014 8,477,055 — 7,500,000 Basic and diluted net income per common share $ 0.16 $ 0.16 $ — $ 0.00 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax asset | December 31, 2021 2020 Deferred tax asset Net operating loss carryforward $ 35,437 — Organizational costs/Startup expenses 746,437 $ — Total deferred tax asset 781,874 — Valuation allowance (781,874 ) — Deferred tax asset, net of allowance $ — $ — |
Schedule of income tax provision | Year Ended Period from Federal Current $ — $ — Deferred (781,874 ) — State Current $ — $ — Deferred — — Change in valuation allowance 781,874 — Income tax provision $ — $ — |
Schedule of federal income tax rate to the company’s effective tax rate | December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % Deferred tax liability change in rate Compensation expense 6.0 % — Change in fair value of public warrant liability (42.3 )% — Transaction costs 2.9 % — Change in valuation allowance 12.4 % — Income tax provision 0.0 % 21.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets that are measured at fair value on a recurring basis | Description Level December 31, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 345,019,584 Liabilities: Warrant Liability – Public Warrants 1 $ 8,047,125 Warrant Liability – Private Placement Warrants 2 $ 5,846,800 |
Schedule of changes in the fair value of warrant liability | Private Public Total Initial measurement on February 17, 2021 11,217,334 15,438,750 26,656,084 Change in valuation inputs or other assumptions (3,948,000 ) (5,520,000 ) (9,468,000 ) Transfer to Level 1 on April 8, 2021 — (9,918,750 ) $ (9,918,750 ) Transfer to Level 2 on June 30, 2021 $ (7,269,334 ) $ — $ (7,269,334 ) Fair value as of December 31, 2021 $ — $ — $ — |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Feb. 17, 2021 | Dec. 31, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | ||
Unit price per share (in Dollars per share) | $ 10 | |
Transaction costs | $ 19,416,464 | |
Deferred underwriting fees | 12,075,000 | |
Other offering costs | $ 441,464 | |
Assets held in the trust account, percentage | 80.00% | |
Outstanding voting security percentage | 50.00% | |
Trust account price per share (in Dollars per share) | $ 10 | |
Net tangible assets | $ 5,000,001 | |
Aggregate share price, percentage | 15.00% | |
Redeem public shares, percentage | 100.00% | |
Dissolution expenses | $ 100,000 | |
Trust account transaction, description | (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. | |
Operating bank account | $ 500,000 | |
Working capital deficit | 1,700,000 | |
Cash [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Cash underwriting fees | $ 6,900,000 | |
Sponsor [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Initial public offering unit price per share (in Dollars per share) | $ (10) | |
Initial Public Offering [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Generating gross proceeds | $ 345,000,000 | |
Over-Allotment Option [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Unit price per share (in Dollars per share) | $ 10 | |
Net proceeds | $ 345,000,000 | |
Shares issued price, per share (in Dollars per share) | $ 10 | |
Private Placement Warrants [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Shares issued (in Shares) | 6,266,667 | |
Unit price per share (in Dollars per share) | $ 1.5 | |
Gross proceeds of private placement | $ 9,400,000 | |
Class A Common Stock [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Shares issued (in Shares) | 6,266,667 | |
Class A Common Stock [Member] | Initial Public Offering [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Shares issued (in Shares) | 34,500,000 | |
Class A Common Stock [Member] | Over-Allotment Option [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Shares issued (in Shares) | 4,500,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Restatement of Previously Issued Financial Statements (Details) [Line Items] | |
Percentage of outstanding shares | 50.00% |
Class A Common Stock [Member] | |
Restatement of Previously Issued Financial Statements (Details) [Line Items] | |
Redemption per share | $ / shares | $ 10 |
Net tangible assets | $ | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the company's financial statements | Feb. 17, 2021USD ($) |
As Previously Reported [Member] | |
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the company's financial statements [Line Items] | |
Warrant liabilities | |
Total liabilities | 12,201,450 |
Class A common stock subject to possible redemption | 330,006,460 |
Class A common stock | 150 |
Additional paid-in capital | 5,001,063 |
Accumulated deficit | (2,068) |
Total Stockholders’ Equity (Deficit) | 5,000,008 |
Number of shares subject to redemption | 33,000,646 |
Adjustment No. 1 [Member] | |
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the company's financial statements [Line Items] | |
Warrant liabilities | 26,656,084 |
Total liabilities | 26,656,084 |
Class A common stock subject to possible redemption | (26,656,084) |
Class A common stock | 266 |
Additional paid-in capital | 2,699,403 |
Accumulated deficit | (2,699,669) |
Total Stockholders’ Equity (Deficit) | |
Number of shares subject to redemption | (2,665,608) |
Adjustment No. 2 [Member] | |
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the company's financial statements [Line Items] | |
Warrant liabilities | |
Class A common stock subject to possible redemption | 41,649,624 |
Class A common stock | (416) |
Additional paid-in capital | (7,700,466) |
Accumulated deficit | (33,948,741) |
Total Stockholders’ Equity (Deficit) | (41,649,624) |
Number of shares subject to redemption | 4,164,962 |
As Restated [Member] | |
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the company's financial statements [Line Items] | |
Warrant liabilities | 26,656,084 |
Total liabilities | 38,857,534 |
Class A common stock subject to possible redemption | 345,000,000 |
Class A common stock | |
Additional paid-in capital | |
Accumulated deficit | (36,650,478) |
Total Stockholders’ Equity (Deficit) | (36,649,616) |
Number of shares subject to redemption | $ 34,500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Federal depository insurance coverage limit (in Dollars) | $ | $ 250,000 |
Class A Common Stock [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Subject to possible redemption | 34,500,000 |
Shares issued | 6,266,667 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Class A common stock reflected in the condensed balance sheets | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of Class A common stock reflected in the condensed balance sheets [Abstract] | |
Gross proceeds | $ 345,000,000 |
Less: | |
Proceeds allocated to Public Warrants | (15,438,750) |
Class A common stock issuance costs | (18,534,129) |
Plus: | |
Accretion of carrying value to redemption value | 33,972,879 |
Class A common stock subject to possible redemption | $ 345,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Class A [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share [Line Items] | ||
Allocation of net income (loss), as adjusted | $ 4,941,301 | |
Basic and diluted weighted average shares outstanding (in Shares) | 29,963,014 | |
Basic and diluted net income per common share | $ 0.16 | |
Class B [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share [Line Items] | ||
Allocation of net income (loss), as adjusted | $ (1,000) | $ 1,397,980 |
Basic and diluted weighted average shares outstanding (in Shares) | 7,500,000 | 8,477,055 |
Basic and diluted net income per common share | $ 0 | $ 0.16 |
Initial Public Offering (Detail
Initial Public Offering (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Initial Public Offering [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of units | shares | 34,500,000 |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of units | shares | 4,500,000 |
Class A Common Stock [Member] | |
Initial Public Offering (Details) [Line Items] | |
Share issued price | $ / shares | $ 10 |
Warrants purchase price | $ / shares | $ 11.5 |
Private Placement (Details)
Private Placement (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Over-Allotment Option [Member] | Sponsor [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate purchase of warrants (in Shares) | shares | 6,266,667 |
Private Placement Warrant [Member] | Sponsor [Member] | |
Private Placement (Details) [Line Items] | |
Gross proceeds of private placement (in Dollars) | $ | $ (9,400,000) |
Private Placement Warrant [Member] | Sponsor [Member] | |
Private Placement (Details) [Line Items] | |
Warrants purchase price | $ 1.5 |
Class A Common Stock [Member] | |
Private Placement (Details) [Line Items] | |
Warrants purchase price | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Feb. 12, 2021 | Feb. 11, 2021 | Feb. 17, 2021 | Nov. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||
Office and administrative fees | $ 20,000 | |||||
Payment for service fee | $ 220,000 | |||||
Working capital loans | $ 2,000,000 | |||||
Business combination, price per share (in Dollars per share) | $ 1.5 | |||||
Sponsor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Founder shares (in Shares) | 150,000 | |||||
Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Description of stock split | 91667-for-1 stock split and on February 11, 2021, the Company effected a stock dividend of 1.2 shares of Class B common stock for each share of Class B common stock outstanding prior to the dividend | |||||
Sponsor, description | The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder 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 last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||
Private Placement Warrants [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Private placement warrants due value | $ 2,124,125 | |||||
Class B Common Stock [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Common stock, shares issued (in Shares) | 8,625,000 | 8,625,000 | ||||
Common stock, shares outstanding (in Shares) | 8,625,000 | 8,625,000 | ||||
Class B Common Stock [Member] | Sponsor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Aggregate Price | $ 25,000 |
Commitments (Details)
Commitments (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Commitments (Details) [Line Items] | |
Deferred underwriting discount per share | $ / shares | $ 0.35 |
Merger agreement, description | (iii) as a result of the Merger, among other things, all shares of capital stock of Voltus outstanding as of immediately prior to the effective time of the Merger will be canceled in exchange for the right to receive shares of Class A common stock, par value $0.0001 per share, of the Company (“Broadscale Common Stock”); (iv) as a result of the Merger, all Voltus equity awards outstanding as of immediately prior to the effective time of the Merger will be converted into awards based on Broadscale Common Stock, upon substantially the same terms and conditions as are in effect with respect to such option immediately prior to the effective time of the Merger; (v) at the Closing, the total number of shares of Broadscale Common Stock issuable to existing holders of Voltus capital stock or pursuant to the aforementioned converted equity awards shall be equal to the quotient obtained by dividing (x) $750,000,000 (subject to increase by an amount equal to the aggregate exercise prices of all converted equity awards) by (y) $10.00; and (vi) upon the Closing, existing holders of Voltus capital stock and equity awards will have the right to receive up to an aggregate of 10,000,000 additional shares of Broadscale Common Stock in three substantially equal tranches which are issuable upon the achievement of share price thresholds for Broadscale Common Stock of $12.50, $15.00 and $17.50, respectively, as set forth in the Merger Agreement. |
Subscription agreements, description | the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed at a purchase price of $10.00 per share and $100 million in the aggregate for (i) 10 million shares of Broadscale Common Stock and (ii) in the case of certain PIPE Investors purchasing in excess of a specified number of shares of Broadscale Common Stock, an aggregate of 6,200,000 warrants exercisable for shares of Broadscale Common Stock (the “PIPE Investment”). |
Over-Allotment Option [Member] | |
Commitments (Details) [Line Items] | |
Deferred underwriting fees | $ | $ 12,075,000 |
Stockholders_ (Deficit) Equity
Stockholders’ (Deficit) Equity (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2021 | Feb. 11, 2021 | Dec. 31, 2020 | Dec. 11, 2020 | |
Stockholders’ (Deficit) Equity (Details) [Line Items] | ||||
Preferred stock shares, authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock issued | ||||
Preferred stock outstanding | ||||
Stock split, description | 91667-for-1 stock split and on February 11, 2021, the Company effected a stock dividend of 1.2 shares of Class B common stock for each share of Class B common stock outstanding prior to the dividend, resulting in 8,625,000 shares of Class B common stock being issued and outstanding. | |||
Converted basis, percentage | 20.00% | |||
Preferred Stock [Member] | ||||
Stockholders’ (Deficit) Equity (Details) [Line Items] | ||||
Preferred stock shares, authorized | 1,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |||
Preferred stock issued | 0 | 0 | ||
Preferred stock outstanding | 0 | 0 | ||
Class A Common Stock [Member] | ||||
Stockholders’ (Deficit) Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 34,500,000 | |||
Common stock, shares issued | ||||
Common stock, shares outstanding | ||||
Common stock, shares outstanding | 34,500,000 | |||
Class B Common Stock [Member] | ||||
Stockholders’ (Deficit) Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Shares issued | 8,625,000 | |||
Common stock, shares issued | 8,625,000 | 8,625,000 | ||
Common stock, shares outstanding | 8,625,000 | 8,625,000 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Warrant Liabilities (Details) [Line Items] | |
Warrants expire term | 5 years |
Business combination, description | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (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 the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a 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 $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. |
Warrant price | $ / shares | $ 10 |
Warrant [Member] | |
Warrant Liabilities (Details) [Line Items] | |
Warrants outstanding | 8,625,000 |
Redemption of warrants description | Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants (except with respect to the Private Placement Warrants):• in whole and not in part;• at a price of $0.01 per warrant;• upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and• if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). |
Private Placement [Member] | |
Warrant Liabilities (Details) [Line Items] | |
Private warrants outstanding | 6,266,667 |
Class A Common Stock [Member] | |
Warrant Liabilities (Details) [Line Items] | |
Private warrants outstanding | 6,266,667 |
Class A Common Stock [Member] | Warrant [Member] | |
Warrant Liabilities (Details) [Line Items] | |
Redemption of warrants description | Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:• 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 common stock;• if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and• if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Income Tax (Details)
Income Tax (Details) - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $ 35,437 | |
Valuation allowance | $ 0 | $ 781,874 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of deferred tax asset - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset | ||
Net operating loss carryforward | $ 35,437 | |
Organizational costs/Startup expenses | 746,437 | |
Total deferred tax asset | 781,874 | |
Valuation allowance | (781,874) | |
Deferred tax asset, net of allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Federal | ||
Current | ||
Deferred | (781,874) | |
State | ||
Current | ||
Deferred | ||
Change in valuation allowance | 781,874 | |
Income tax provision |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of federal income tax rate to the company’s effective tax rate | 2 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Schedule of federal income tax rate to the company’s effective tax rate [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
Deferred tax liability change in rate | ||
Compensation expense | 6.00% | |
Change in fair value of public warrant liability | (42.30%) | |
Transaction costs | 2.90% | |
Change in valuation allowance | 12.40% | |
Income tax provision | 21.00% | 0.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Assets held in the trust account | $ 345,019,584 |
Interest earned | $ 11,667 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Level 1 [Member] | |
Assets: | |
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 345,019,584 |
Level 1 [Member] | Public Warrants [Member] | |
Liabilities: | |
Warrant Liability | 8,047,125 |
Level 2 [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Warrant Liability | $ 5,846,800 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liability | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Private Placement [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liability [Line Items] | |
Initial measurement on February 17, 2021 | $ 11,217,334 |
Change in valuation inputs or other assumptions | (3,948,000) |
Transfer to Level 1 on April 8, 2021 | |
Transfer to Level 2 on June 30, 2021 | (7,269,334) |
Fair value as of December 31, 2021 | |
Public Warrant [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liability [Line Items] | |
Initial measurement on February 17, 2021 | 15,438,750 |
Change in valuation inputs or other assumptions | (5,520,000) |
Transfer to Level 1 on April 8, 2021 | (9,918,750) |
Transfer to Level 2 on June 30, 2021 | |
Fair value as of December 31, 2021 | |
Total Level 3 Warrant Liability [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liability [Line Items] | |
Initial measurement on February 17, 2021 | 26,656,084 |
Change in valuation inputs or other assumptions | (9,468,000) |
Transfer to Level 1 on April 8, 2021 | (9,918,750) |
Transfer to Level 2 on June 30, 2021 | (7,269,334) |
Fair value as of December 31, 2021 |