Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 28, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Registrant Name | Core Scientific, Inc./tx | ||
Entity Central Index Key | 0001839341 | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Entity File Number | 001-40046 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-1243837 | ||
Entity Address, Address Line One | 210 Barton | ||
Entity Address, Address Line Two | Springs Rd | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78704 | ||
City Area Code | 425 | ||
Local Phone Number | 998-5300 | ||
Document Transition Report | false | ||
Document Annual Report | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Entity Common Stock, Shares Outstanding | 316,243,371 | ||
Entity Public Float | $ 339,135,000 | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 668 | ||
Auditor Location | New York | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of common stock | ||
Trading Symbol | CORZW | ||
Security Exchange Name | NASDAQ | ||
Common Stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | CORZ | ||
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 970,876 | |
Prepaid expenses | 363,105 | |
Total current assets | 1,333,981 | |
Investments held in Trust Account | 345,034,536 | |
Deferred offering costs | 15,000 | |
Total Assets | 346,368,517 | 15,000 |
Current liabilities: | ||
Accounts payable | 263,119 | |
Accrued expenses | 3,748,930 | 400 |
Franchise tax payable | 200,000 | |
Total current liabilities | 4,212,049 | 400 |
Derivative warrant liabilities | 49,291,420 | |
Deferred underwriting commissions | 12,075,000 | |
Total liabilities | 65,578,469 | 400 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, $0.0001 par value; 34,500,000 shares at $10.00 per share | 345,000,000 | |
Stockholders' Equity (Deficit): | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A common stock, $0.0001 par value; 500,000,000 shares authorized | ||
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding as of December 31, 2021 and December 31, 2020 | 863 | 863 |
Additional paid-in capital | 24,137 | |
Accumulated deficit | (64,210,815) | (10,400) |
Total stockholders' equity (deficit) | (64,209,952) | 14,600 |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) | $ 346,368,517 | $ 15,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED 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 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Shares subject to possible redemption, per value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Shares subject to possible redemption | 34,500,000 | 34,500,000 |
shares 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 | 500,000,000 | 500,000,000 |
Common stock, shares issued | 34,500,000 | 0 |
Common stock, shares outstanding | 34,500,000 | 0 |
Class B Common Stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 8,625,000 | 8,625,000 |
Common stock, shares outstanding | 8,625,000 | 8,625,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | Dec. 31, 2020 | Dec. 31, 2021 | |
General and administrative expenses — related party | $ 220,000 | ||
General and administrative expenses | $ 10,400 | 4,793,992 | |
Franchise tax expenses | 199,600 | ||
Loss from operations | (10,400) | (5,213,592) | |
Change in fair value of derivative warrant liabilities | (26,263,920) | ||
Offering costs associated with derivative warrant liabilities | (1,055,577) | ||
Income from investments held in Trust Account | 34,536 | ||
Net loss | $ (10,400) | $ (32,498,553) | |
Class A Common Stock | |||
Weighted average shares outstanding of Class A common stock, basic and diluted | 30,530,137 | ||
Basic and diluted net loss per share, Class A common stock | $ (0.83) | ||
Class B Common Stock | |||
Weighted average shares outstanding of Class B common stock, basic and diluted | [1] | 7,500,000 | 8,495,548 |
Basic and diluted net loss per share, Class B common stock | $ 0 | $ (0.83) | |
[1] | This number excludes an aggregate of up to 1,125,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. (see Note 4). |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) | 12 Months Ended |
Dec. 31, 2021shares | |
Common Class B [Member] | Over-Allotment Option [Member] | |
Stock issued during period, shares | 1,125,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Class BCommon Stock |
Balance at Dec. 28, 2020 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance (in Shares) at Dec. 28, 2020 | 0 | |||
Issuance of Class B common stock to Sponsors | 25,000 | 24,137 | $ 863 | |
Issuance of Class B common stock to Sponsors , (in Shares) | 8,625,000 | |||
Net income (loss) | (10,400) | (10,400) | ||
Balance at Dec. 31, 2020 | 14,600 | 24,137 | (10,400) | $ 863 |
Balance (in Shares) at Dec. 31, 2020 | 8,625,000 | |||
Deemed capital contribution from Sponsor | 6,763,302 | 6,763,302 | ||
Remeasurement of Class A common stock subject to possible redemption amount | (38,489,301) | (6,787,439) | (31,701,862) | |
Net income (loss) | (32,498,553) | (32,498,553) | ||
Balance at Dec. 31, 2021 | $ (64,209,952) | $ 0 | $ (64,210,815) | $ 863 |
Balance (in Shares) at Dec. 31, 2021 | 8,625,000 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | Dec. 31, 2020 | Dec. 31, 2021 |
Cash Flows from Operating Activities: | ||
Net loss | $ (10,400) | $ (32,498,553) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative warrant liabilities | 26,263,920 | |
Offering costs associated with derivative warrant liabilities | 1,055,577 | |
Income from investments held in Trust Account | (34,536) | |
General and administrative expenses paid by related party under promissory note | 10,000 | 144 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (363,105) | |
Accrued expenses | 400 | 3,242,380 |
Accounts payable | 263,119 | |
Franchise tax payable | 199,600 | |
Net cash used in operating activities | (1,871,454) | |
Cash Flows from Investing Activities | ||
Cash deposited in Trust Account | (345,000,000) | |
Net cash used in investing activities | (345,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds received from initial public offering, gross | 345,000,000 | |
Proceeds received from private placement | 9,400,000 | |
Repayment of note payable to related party | (90,035) | |
Offering costs paid | (6,467,635) | |
Net cash provided by financing activities | 347,842,330 | |
Net change in cash | 970,876 | |
Cash — beginning of the period | ||
Cash — end of the period | 970,876 | |
Supplemental disclosure of noncash activities: | ||
Offering costs included in accrued expenses | 506,550 | |
Offering costs paid by related party under promissory note | 89,891 | |
Deferred underwriting commissions in connection with the initial public | $ 12,075,000 | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B | $ 15,000 |
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 Core Scientific, Inc., formerly known as Power & Digital Infrastructure Acquisition Corp. (the “Company”) was a blank check company incorporated in Delaware on December 29, 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 or entities (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from December 29, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is XPDI Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 9, 2021. On February 12, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including the exercise of the underwriters’ option to purchase 4,500,000 additional Units (the “Over-Allotment Units”), at $10.00 per Unit, which generated gross proceeds of $345.0 million, and incurring offering costs of approximately $19.2 million, of which approximately $12.1 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,266,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, to the Sponsor and to certain qualified institutional buyers or institutional accredited investors, including certain funds and accounts managed by subsidiaries of BlackRock, Inc. (the “Anchor Investors”), generating proceeds of $9.4 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering 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 having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable by us on the income earned on the trust account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Stockholders”) of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to the rights of holders of Class A common stock, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 12, 2023 (the “Combination Period”), and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share The initial stockholders and Anchor Investors agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders and Anchor Investors acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) 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 residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Business Combination Power & Digital Infrastructure Acquisition Corp. (“XPDI”), entered into a certain Agreement and Plan of Reorganization and Merger, dated as of July 20, 2021, as amended on October 1, 2021, and as further amended on December 29, 2021, by and among Core Scientific Holding Co., a Delaware corporation (“Legacy Core”), XPDI Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of XPDI (“Merger Sub”), and XPDI (the “Merger Agreement”). XPDI’s stockholders approved the transactions contemplated by the Merger Agreement (collectively, the “Business Combination”) at a special meeting of stockholders held on January 19, 2022 (the “Special Meeting”). Pursuant to the terms of the Merger Agreement and that certain Agreement and Plan of Merger, dated as of October 1, 2021, as amended on January 14, 2022, by and among XPDI, Legacy Core, Merger Sub 3 and Blockcap, the Business Combination was effected by (i) the merger of Merger Sub with and into Legacy Core, which occurred on January 19, 2022 (the “First Merger”), with Legacy Core surviving the First Merger as a wholly owned subsidiary of XPDI, (ii) the merger of Legacy Core with and into XPDI, which occurred on January 20, 2022, with XPDI surviving this second merger and (iii) following the closing of the second merger on January 20, 2022, the merger of Blockcap with and into Merger Sub 3, with Merger Sub 3 surviving this third merger as a wholly owned subsidiary of XPDI under the name “Core Scientific Acquired Mining LLC.” In connection with the consummation of the Business Combination, XPDI changed its name from “Power & Digital Infrastructure Acquisition Corp.” to “Core Scientific, Inc.” (such entity following the Business Combination is hereinafter referred to as “Core”). In connection with the Special Meeting and the Business Combination, holders of 12,347,077 of the 34,500,000 then-outstanding shares of Class A common stock of XPDI exercised their right to redeem their shares for cash at a redemption price of approximately $10.00 per share, for an aggregate redemption amount of $123,483,147.34. The closing of the Business Combination is deemed to have occurred on January 19, 2022 (the “Closing Date”). At the effective time of the First Merger, among other things, each share of Class A common stock of XPDI converted into one share of Common Stock of Core. In addition, XPDI issued 8,625,000 shares of Class B common stock prior to its initial public offering (the “founder shares”). At the effective time of the First Merger, each share of such Class B common stock of XPDI converted into one share of Common Stock of Core. Each outstanding warrant exercisable for shares of Class A common stock became exercisable for an equal number of shares of Core’s Common Stock. As of the Closing Date , Core 317,279,900 shares of Common Stock issued and outstanding held of record by approximately holders, and 21,700,137 warrants (consisting of (i) shares underlying XPDI’s public warrants, (ii) shares underlying XPDI’s private placement warrants and (iii) shares underlying warrants held by Legacy Core investors) outstanding held of record by approximately holders. In connection with the entry into the Merger Agreement, XPDI, Legacy Core and certain Legacy Core stockholders, including holders affiliated with the board of directors of Legacy Core and beneficial owners of greater than 5% of Legacy Core’s capital stock, entered into certain support agreements, whereby such Legacy Core stockholders agreed to, among other things, vote all of their shares of Legacy Core’s capital stock in favor of the approval and adoption of the transactions contemplated by the Merger Agreement. Liquidity As of December 31, 2021, the Company had approximately $0.9 million in its operating bank account and working capital deficit of approximately $2.7 million. On January 19, 2022, the Company completed the aforementioned Business Combination and closed the related financing agreements. Based on the foregoing, management believes that the Company will have sufficient liquidity to fund its operations through one year from this filing. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 COVID-19, |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2—Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Principles of Consolidation The consolidated financial statements of the Company include its wholly-owned subsidiaries created in connection with the Proposed Business Combination. All inter-company accounts and transactions are eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further , Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires 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. Actual results could differ from those estimates. Investments Held in Trust Account The Company’s portfolio of investments 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 and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000 and investments held in Trust Account. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 825, “Financial Instruments,” approximates the carrying amounts represented in the consolidated balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative 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 classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is re-assessed The warrants issued in connection with its Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs 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 derivative warrant liabilities were expensed as incurred, presented as non-operating non-current Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A 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) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly , shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. There was no Class A common stock issued or outstanding as of December 31, 2020. Effective with the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount, which resulted in charges against additional paid-in Income Taxes The Company follows the asset and liability method of accounting for income taxes under FAS 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. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net income (loss) per common shares The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 14,891,667 Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021. Remeasurement associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the Year Ended Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (25,423,904 ) $ (7,074,649 ) Denominator: Basic and diluted weighted average common stock outstanding 30,530,137 8,495,548 Basic and diluted net loss per common stock $ (0.83 ) $ (0.83 ) For The Period From December 29, 2020 December 31, 2020 Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ — $ (10,400 ) Denominator: Basic and diluted weighted average common stock outstanding (1) 0 7,500,000 Basic and diluted net loss per common stock $ — $ (0.00 ) (1) This number excludes an aggregate of up to 1,125,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. (see Note 4). Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering Disclosure [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On February 12, 2021, the Company consummated its Initial P Investors. Each Unit consists of one share of Class A common stock, and one-fourth |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On December 31, 2020, the Sponsor paid $25,000 to cover for certain offering costs on behalf of the Company in exchange for issuance of 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”). On February 9, 2021, the Company effected a share capitalization of 1,437,500 shares of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. Up to 1,125,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On February 12, 2021, the underwriter fully exercised its option to purchase additional; thus, these 1,125,000 Founder Shares were no longer subject to forfeiture. In February 2021, the Sponsor agreed to sell to the Anchor Investors 1,552,500 Founder Shares and the Anchor Investors agreed to purchase from the Sponsor on the date of the initial business combination an aggregate of 1,552,500 Founder Shares for an aggregate purchase price of approximately $4,500, or approximately $0.003 per share. The Company estimated the aggregate fair value of the Sponsor’s agreement to sell Founder Shares to the Anchor Investors to be approximately $7.0 million using a Monte Carlo simulation. The fair value of the agreement to sell Founder Shares was determined to be an offering cost of the Company in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was 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 related to the agreement to sell Founder Shares amounted to approximately $7.0 million, of which approximately $6.8 million was charged to Class A common stock subject to possible redemption, presented as temporary equity and approximately $278,000 was expensed to the consolidated statements of operations as offering costs associated with derivative warrant liabilities. The initial stockholders and the Anchor Investors 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 the initial Business Combination; and (B) subsequent to the initial 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 dividends, reorganizations, recapitalizations and the like) for any 20-trading 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,266,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, to the Sponsor and the Anchor Investors, generating proceeds of $9.4 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On December 31, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest In addition, 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreeme Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on the Nasdaq through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay affiliates of the Sponsor a total of $20,000 per month for office space, administrative and support services. During the year ended December 31, 2021 the Company incurred $220,000 of such fees, respectively, which are recognized in general and administrative expenses—related party, in the accompanying consolidated statements of operations. As of December 31, 2021, the Company had $220,000 payable in connection with such agreement, included as accrued expenses in the accompanying consolidated balance sheets. Payments to Insiders The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket Business Combination Payments The Company made a cash payment to XMS Capital Partners, LLC (“XMS Capital”) or its affiliates for any financial advisory, placement agency or other similar investment banking services that XMS Capital or its affiliates provided to the Company, in connection with its initial Business Combination, and reimbursed XMS Capital or its affiliates for any out-of-pocket Advisory Services Agreements In September and October of 2021, the Company entered into advisory services agreements with four unaffiliated financial advisors, two of which were terminated in January 2022, pursuant to which payments of $0.8 million in the aggregate were paid upon the closing of the Business Combination. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up Underwriting Agreement The Company granted the underwriters a 45-day The underwriters did not earn any upfront underwriting commission in connection with 2,760,000 Units, including the 2,405,700 Units sold to the Anchor Investors. Except for those Units, the underwriters were entitled to an underwriting discount of $0.20 per Unit on 31,740,000 Units, or approximately $6.3 million, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee was paid on January 19, 2022, upon closing of the Business Combination, from the amounts held in the Trust Account. Stockholder Letters The Company’s counsel received five letters from purported stockholders of the Company, dated September 1, 2021; September 10, 2021; October 25, 2021; January 3, 2022; and January 5, 2022, respectively, alleging that the Company’s disclosures, filed with the United States Securities and Exchange Commission in connection with the Company’s planned transaction with Core Scientific Holding Co., omitted certain material information, and demanding that the Company issue certain additional disclosures in advance of the stockholder vote on the transaction. On January 12, 2022, the Company filed certain supplemental disclosures to resolve the alleged disclosure claims and avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 COVID-19, |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Class A Common Stock Subject to Possible Redemption | Note 6—Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2021, there were 34,500,000 shares of Class A common stock outstanding, all of which were subject to possible redemption and are therefore classified outside of permanent equity in the consolidated balance sheets. The Class A common stock Gross proceeds $ 345,000,000 Less: Fair value of Public Warrants at issuance (13,627,500 ) Offering costs allocated to Class A common stock subject to possible redemption (24,861,801 ) Plus: Remeasurement 38,489,301 Class A common stock subject to possible redemption $ 345,000,000 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7—Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock forfeiture. In January 2021, our Sponsor transferred 30,000 shares of our Class B common stock to each of our independent directors, which are subject to vesting upon closing an initial Business Combination. Compensation expense related to the Class B common stock transferred to each independent director is recognized only when the performance condition is probable of occurrence, which in this circumstance is upon closing of the Business Combination. Stock-based compensation will be recognized in an amount equal to the number of Class B common stock that ultimately vest multiplied times the grant date fair value per share. As of December 31, 2021, no stock-based compensation expense has been recognized. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders and vote together as a single class, except as required by law; provided, that, prior to the Company’s initial Business Combination, holders of the Class B common stock will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of the Class A common stock will not be entitled to vote on the appointment of directors during such time. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one as-converted |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 8— As of December 31, 2021, the Company had 8,625,000 Public Warrants and the 6,266,667 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 the initial 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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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, the $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private non-redeemable Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein 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 Class A common stock for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding 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 determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described herein under the heading “Description of Securities—Warrants—Public Stockholders’ Warrants—Anti-dilution Adjustments”); and • if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described herein under the heading “Description of Securities—Warrants—Public Stockholders’ Warrants—Anti-dilution Adjustments”), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than shares of Class A common stock per warrant (subject to adjustment). 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. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9—Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level 1) Significant Other Significant Other Assets: Investments held in Trust Account—Money market fund $ 345,034,536 $ — $ — Liabilities: Derivative warrant liabilities—Public warrants $ 28,548,750 $ — $ — Derivative warrant liabilities—Private placement warrants $ — $ — $ 20,742,670 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. Th The initial estimated fair value of the Public Warrants was measured using a Monte Carlo simulation. The initial and subsequent fair value estimates of the Private Placement Warrants is measured using a Black-Scholes option pricing model. For the $26.3 million, which is presented in the accompanying consolidated statements of operations . The initial zero-coupon a The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: February 12, 2021 December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 10.87 $ 10.95 Volatility 20.0 % 33.9 % Term 5.0 5.05 Risk-free rate 0.50 % 1.26 % The change in the fair value of derivative liabilities, measured using Level 3 inputs, for the period ended December 31, 2021 is summarized as follows: Derivative warrant liabilities at December 31, 2020 $ — Issuance of Public and Private Warrants 23,027,500 Transfer of Public Warrants to Level 1 (9,660,000 ) Change in fair value of derivative warrant liabilities 7,375,170 Derivative warrant liabilities at December 31, 2021 $ 20,742,670 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 10 — Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account, net of franchise tax expense. The Company’s general and administrative expenses are generally considered start-up The income tax provision (benefit) consists of the following: December 31, 2021 For The Period From December 29, 2020 (inception) through December 31, 2020 Current Federal $ — $ — State — — Deferred Federal (680,791 ) (2,184 ) State — — Change in valuation allowance 680,791 2,184 Income tax provision $ — $ — The Company’s net deferred tax assets are as follows: December 31, 2021 For The Period From Deferred tax assets: Start-up/Organization $ 648,312 $ 2,184 Net operating loss carryforwards 34,663 — Total deferred tax assets 682,975 2,184 Valuation allowance (682,975 ) (2,184 ) Deferred tax asset, net of allowance $ — $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or 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 assets, 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 wit respect to future realization of the deferred tax assets and has therefore established a f ull valuat As of December 31, 2021, the Company has estimated federal net operating loss carry forwards of $165,064 for federal income tax purposes, which do not expire. The Company has established a valuation allowance against its entire net tax asset. For the year ended December 31, 2021, the change in the valuation allowance was $680,971. For the period from December 29, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $2,184. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, 2021 For The Period From December 29, 2020 (inception) Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of derivative warrant liabilities (17.0 )% 0.0 % Transaction costs allocated to derivative warrant liabilities (0.7 )% 0.0 % Merger costs (1.3 )% 0.0 % Change in valuation allowance (2.1 )% (21.0 )% Income Taxes Benefit 0.0 % 0.0 % The Company will file income tax returns in the U.S. federal jurisdiction. The Company’s tax returns are open to examination since inception. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11—Subsequent Events Management has evaluated subsequent events and transactions that occurred after the balance sheet date through the date the consolidated financial statements are available for issuance. Based upon this review, except as noted above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated 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 consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of the Company include its wholly-owned subsidiaries created in connection with the Proposed Business Combination. All inter-company accounts and transactions are eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further , Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires 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. Actual results could differ from those estimates. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments 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 and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000 and investments held in Trust Account. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 825, “Financial Instruments,” approximates the carrying amounts represented in the consolidated balance sheets. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative 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 classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is re-assessed The warrants issued in connection with its Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs 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 derivative warrant liabilities were expensed as incurred, presented as non-operating non-current |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A 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) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly , shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. There was no Class A common stock issued or outstanding as of December 31, 2020. Effective with the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount, which resulted in charges against additional paid-in |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FAS 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. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net income per common shares | Net income (loss) per common shares The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 14,891,667 Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021. Remeasurement associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the Year Ended Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (25,423,904 ) $ (7,074,649 ) Denominator: Basic and diluted weighted average common stock outstanding 30,530,137 8,495,548 Basic and diluted net loss per common stock $ (0.83 ) $ (0.83 ) For The Period From December 29, 2020 December 31, 2020 Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ — $ (10,400 ) Denominator: Basic and diluted weighted average common stock outstanding (1) 0 7,500,000 Basic and diluted net loss per common stock $ — $ (0.00 ) (1) This number excludes an aggregate of up to 1,125,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. (see Note 4). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net loss per share for each class of common stock | For the Year Ended Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (25,423,904 ) $ (7,074,649 ) Denominator: Basic and diluted weighted average common stock outstanding 30,530,137 8,495,548 Basic and diluted net loss per common stock $ (0.83 ) $ (0.83 ) For The Period From December 29, 2020 December 31, 2020 Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ — $ (10,400 ) Denominator: Basic and diluted weighted average common stock outstanding (1) 0 7,500,000 Basic and diluted net loss per common stock $ — $ (0.00 ) (1) This number excludes an aggregate of up to 1,125,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. (see Note 4). |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of balance sheets | The Class A common stock Gross proceeds $ 345,000,000 Less: Fair value of Public Warrants at issuance (13,627,500 ) Offering costs allocated to Class A common stock subject to possible redemption (24,861,801 ) Plus: Remeasurement 38,489,301 Class A common stock subject to possible redemption $ 345,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of the Company's assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level 1) Significant Other Significant Other Assets: Investments held in Trust Account—Money market fund $ 345,034,536 $ — $ — Liabilities: Derivative warrant liabilities—Public warrants $ 28,548,750 $ — $ — Derivative warrant liabilities—Private placement warrants $ — $ — $ 20,742,670 |
Schedule of the key inputs measured at fair value | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: February 12, 2021 December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 10.87 $ 10.95 Volatility 20.0 % 33.9 % Term 5.0 5.05 Risk-free rate 0.50 % 1.26 % |
Schedule of the change in the fair value of derivative liabilities | The change in the fair value of derivative liabilities, measured using Level 3 inputs, for the period ended December 31, 2021 is summarized as follows: Derivative warrant liabilities at December 31, 2020 $ — Issuance of Public and Private Warrants 23,027,500 Transfer of Public Warrants to Level 1 (9,660,000 ) Change in fair value of derivative warrant liabilities 7,375,170 Derivative warrant liabilities at December 31, 2021 $ 20,742,670 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Provision | The income tax provision (benefit) consists of the following: December 31, 2021 For The Period From December 29, 2020 (inception) through December 31, 2020 Current Federal $ — $ — State — — Deferred Federal (680,791 ) (2,184 ) State — — Change in valuation allowance 680,791 2,184 Income tax provision $ — $ — |
Summary of Deferred Tax Assets and Liabilities | The Company’s net deferred tax assets are as follows: December 31, 2021 For The Period From Deferred tax assets: Start-up/Organization $ 648,312 $ 2,184 Net operating loss carryforwards 34,663 — Total deferred tax assets 682,975 2,184 Valuation allowance (682,975 ) (2,184 ) Deferred tax asset, net of allowance $ — $ — |
Summary of Statutory Federal Income Tax Rate | A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, 2021 For The Period From December 29, 2020 (inception) Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of derivative warrant liabilities (17.0 )% 0.0 % Transaction costs allocated to derivative warrant liabilities (0.7 )% 0.0 % Merger costs (1.3 )% 0.0 % Change in valuation allowance (2.1 )% (21.0 )% Income Taxes Benefit 0.0 % 0.0 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Jan. 19, 2022USD ($)Integershares$ / shares | Feb. 12, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020shares |
Description of Organization and Business Operations (Details) [Line Items] | ||||
Shares issued (in Shares) | 34,500,000 | |||
Offering costs | $ | $ 19,200,000 | |||
Deferred underwriting commissions | $ | $ 12,100,000 | |||
Generating proceeds | $ | $ 345,000,000 | |||
Percentage of trust account required for business combination | 80.00% | |||
Net tangible assets | $ | $ 5,000,001 | |||
Aggregate public shares, percentage | 15.00% | |||
Redeem public shares, percentage | 100.00% | |||
Dissolution expenses | $ | $ 100,000 | |||
Initial held in the trust account (in Dollars per share) | $ / shares | $ 10 | |||
Public price per share (in Dollars per share) | $ / shares | $ 10 | |||
Working capital deficit | $ | $ 2,700,000 | |||
Cash | $ | $ 900,000 | |||
Core Scientific Inc [Member] | Subsequent Event [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Number of share holders holding common shares | Integer | 498 | |||
Number of share holders holding Warrants | Integer | 13 | |||
Core Scientific Inc [Member] | Subsequent Event [Member] | Legacy Core Investors [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Class of warrant or right, outstanding | 6,099,462 | |||
Core Scientific Inc [Member] | Subsequent Event [Member] | First Merger Agreement [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Number of share holders holding common shares | 12,347,077 | |||
Redemption price | $ / shares | $ 10 | |||
Aggregate redemption amount | $ | $ 123,483,147.34 | |||
Business Combination [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Percentage of issued and outstanding voting securities | 50.00% | |||
Private Placement Warrants [Member] | Core Scientific Inc [Member] | Subsequent Event [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Class of warrant or right, outstanding | 6,808,470 | |||
Warrant [Member] | Core Scientific Inc [Member] | Subsequent Event [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Class of warrant or right, outstanding | 21,700,137 | |||
Public Warrants Member [Member] | Core Scientific Inc [Member] | Subsequent Event [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Class of warrant or right, outstanding | 8,625,000 | |||
IPO [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Net proceeds | $ | $ 345,000,000 | |||
Units price per share (in Dollars per share) | $ / shares | $ 10 | |||
Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Shares issued (in Shares) | 4,500,000 | |||
Purchase an additional units (in Shares) | 4,500,000 | |||
Price per share (in Dollars per share) | $ / shares | $ 10 | |||
Generated gross proceeds | $ | $ 345,000,000 | |||
Initial Public Offering [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Private placement warrants (in Shares) | 6,266,667 | |||
Warrant price per share (in Dollars per share) | $ / shares | $ 1.50 | |||
Class A Common Stock [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Common stock shares outstanding (in Shares) | 34,500,000 | 0 | ||
Class A Common Stock [Member] | Core Scientific Inc [Member] | Subsequent Event [Member] | First Merger Agreement [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Common stock, conversion basis | each share of Class A common stock of XPDI converted into one share | |||
Common stock shares outstanding (in Shares) | 34,500,000 | |||
Class A Common Stock [Member] | IPO [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Shares issued (in Shares) | 34,500,000 | |||
Sponsor [Member] | Initial Public Offering [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Generating proceeds | $ | $ 9,400,000 | |||
Common Class B [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Common stock shares outstanding (in Shares) | 8,625,000 | 8,625,000 | ||
Common Class B [Member] | Subsequent Event [Member] | First Merger Agreement [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Common stock, conversion basis | each share of such Class B common stock of XPDI converted into one share | |||
Common Class B [Member] | Core Scientific Inc [Member] | Subsequent Event [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Common stock shares outstanding (in Shares) | 8,625,000 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Federal Deposit Insurance Corporation Premium Expense | $ 250,000 |
Aggregate shares (in Shares) | shares | 14,891,667 |
Class A Common Stock [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Federal Deposit Insurance Corporation Premium Expense | $ 34,500,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share for each class of common stock - USD ($) | Dec. 31, 2020 | Dec. 31, 2021 | |
Common Class A [Member] | |||
Numerator: | |||
Allocation of net loss | $ 0 | $ (25,423,904) | |
Denominator: | |||
Basic and diluted weighted average common stock outstanding | $ 0 | [1] | $ 30,530,137 |
Basic and diluted net loss per common stock | 0 | (0.83) | |
Common Class B [Member] | |||
Numerator: | |||
Allocation of net loss | $ (10,400) | $ (7,074,649) | |
Denominator: | |||
Basic and diluted weighted average common stock outstanding | $ 7,500,000 | [1] | $ 8,495,548 |
Basic and diluted net loss per common stock | 0 | (0.83) | |
[1] | This number excludes an aggregate of up to 1,125,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. (see Note 4). |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share for each class of common stock (Parenthetical) | 12 Months Ended |
Dec. 31, 2021shares | |
Over-Allotment Option [Member] | Class B Common Stock | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Stock Issued During Period Shares, Share Based Compensation Forfeited | 1,125,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Feb. 12, 2021 | Dec. 31, 2021 |
Initial Public Offering (Details) [Line Items] | ||
Initial public offering shares | 34,500,000 | |
Sale of stock | 34,500,000 | |
Proceeds received from initial public offering, gross (in Dollars) | $ 345,000,000 | |
Incurring offering costs (in Dollars) | $ 19,200,000 | |
Deferred underwriting commissions (in Dollars) | $ 12,100,000 | |
Aggregate units purchased | 2,405,700 | |
Description of units per share | Each Unit consists of one share of Class A common stock, and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of stock | 4,500,000 | |
Price per unit (in Dollars per share) | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Feb. 12, 2021 | Feb. 09, 2021 | Dec. 31, 2020 | Feb. 28, 2021 | Dec. 31, 2020 | Oct. 31, 2021 | Dec. 31, 2021 |
Related Party Transactions (Details) [Line Items] | |||||||
Aggregate founder shares | $ 25,000 | ||||||
Initial public offering pursuant to promissory note | $ 300,000 | $ 300,000 | |||||
Company borrowing | $ 90,000 | ||||||
Working capital loans | $ 1,500,000 | ||||||
Warrant price per share (in Dollars per share) | $ 1.50 | ||||||
Office space and administrative support expenses | $ 20,000 | ||||||
Service fees | 220,000 | ||||||
Interse transfer of shares to be made amongst the sponsor group price per share | $ 0.003 | ||||||
Charged stockholders equity | 6,800,000 | ||||||
Warrant liabilities | 278,000 | ||||||
Accrued expense | 220,000 | ||||||
Payments to insiders | 69,000 | ||||||
Business Acquisition [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Business combination, description | In February 2021, the Sponsor agreed to sell to the Anchor Investors 1,552,500 Founder Shares and the Anchor Investors agreed to purchase from the Sponsor on the date of the initial business combination an aggregate of 1,552,500 Founder Shares for an aggregate purchase price of approximately $4,500, or approximately $0.003 per share. | ||||||
Advisory Services Agreements [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Services agreements payments | $ 800,000 | ||||||
SponsorMember | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Aggregate founder shares | $ 25,000 | ||||||
Founder Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Capitalization of shares (in Shares) | 1,437,500 | ||||||
Forfeiture of founder shares (in Shares) | 1,125,000 | ||||||
Issued and outstanding shares percentage | 20.00% | ||||||
Founder Shares [Member] | SponsorMember | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Fair value | 7,000,000 | ||||||
Offering Costs | $ 7,000,000 | ||||||
Over-Allotment Option [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Interse transfer of shares to be made amongst the sponsor group shares | 1,552,500 | ||||||
Interse transfer of shares to be made amongst the sponsor group value | $ 4,500 | ||||||
Over-Allotment Option [Member] | Founder Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Forfeiture of founder shares (in Shares) | 1,125,000 | ||||||
Private Placement [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Private placement warrants, shares (in Shares) | 6,266,667 | ||||||
Aggregate private placement per share (in Dollars per share) | $ 1.50 | ||||||
Gross proceeds | $ 9,400,000 | ||||||
Class B Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Capitalization of shares (in Shares) | 1,437,500 | ||||||
Common stock shares outstanding (in Shares) | 8,625,000 | 8,625,000 | 8,625,000 | ||||
Class B Common Stock [Member] | Founder Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Offering costs (in Shares) | 7,187,500 | ||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Common stock shares outstanding (in Shares) | 8,625,000 | ||||||
Class A Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock shares outstanding (in Shares) | 0 | 0 | 34,500,000 | ||||
Common stock equal or exceeds per share (in Dollars per share) | $ 12 | ||||||
Class A Common Stock [Member] | Private Placement [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Common stock par value (in Dollars per share) | $ 11.50 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Commitments and Contingencies (Details) [Line Items] | |
Underwriting agreement, description | the underwriters were entitled to an underwriting discount of $0.20 per Unit on 31,740,000 Units, or approximately $6.3 million, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or approximately $12.1 million in the aggregate |
Over-Allotment Option [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Purchase additional units (in Shares) | 4,500,000 |
Anchor Investors [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Deferred underwriting commission (in Dollars) | $ | $ 2,760,000 |
Units sold | 2,405,700 |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption (Details) - Common Class A [Member] - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 34,500,000 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption (Details) - Schedule condensed consolidated balance sheets | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Share-based Payment Arrangement [Abstract] | |
Gross proceeds | $ 345,000,000 |
Fair value of Public Warrants at issuance | (13,627,500) |
Offering costs allocated to Class A common stock subject to possible redemption | (24,861,801) |
Remeasurement on Class A common stock subject to possible redemption amount | 38,489,301 |
Class A common stock subject to possible redemption | $ 345,000,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2021 | Feb. 09, 2021 | Jan. 31, 2021 |
Stockholders' 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, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Issued shares of common stock | 7,187,500 | |||
Shares subject to forfeiture (in Dollars) | $ 1,125,000 | |||
ShareBasedCompensationExpense | $ 0 | |||
Class A Common Stock [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 0 | 34,500,000 | ||
Common stock, shares outstanding | 0 | 34,500,000 | ||
Class B Common Stock [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 8,625,000 | 8,625,000 | 8,625,000 | |
Common stock, shares outstanding | 8,625,000 | 8,625,000 | ||
issued shares aggregate price (in Dollars) | $ 25,000 | |||
Capitalization of shares | 1,437,500 | |||
Common stock shares subject to forfeiture | 1,125,000 | |||
Percentage of shares issued and outstanding | 20.00% | |||
Sponsor shares | 30,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Business Combination [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
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 the initial 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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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, the $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. |
Private Placement [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrant issued | shares | shares | 6,266,667 |
Warrants exercise price | $ 1.50 |
Warrant [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrants exercise price | $ 11.50 |
Public Warrants [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrant issued | shares | shares | 8,625,000 |
Class A Common Stock [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Price per share | $ 10 |
Common Stock Per Warrant | $ 0.361 |
Fair Value Measurements - Addti
Fair Value Measurements - Addtional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value of derivative warrant liabilities | $ 26.3 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of the Company's assets and liabilities that are measured at fair value on a recurring basis | Dec. 31, 2021USD ($) |
Assets: | |
Investments held in Trust Account — Money market fund | $ 345,034,536 |
Quoted Prices in Active Markets (Level 1) | |
Assets: | |
Investments held in Trust Account — Money market fund | 345,034,536 |
Liabilities: | |
Derivative warrant liabilities - Public warrants | 28,548,750 |
Derivative warrant liabilities - Private placement warrants | |
Significant Other Observable Inputs (Level 2) | |
Assets: | |
Investments held in Trust Account — Money market fund | |
Liabilities: | |
Derivative warrant liabilities - Public warrants | |
Derivative warrant liabilities - Private placement warrants | |
Significant Other Unobservable Inputs (Level 3) | |
Assets: | |
Investments held in Trust Account — Money market fund | |
Liabilities: | |
Derivative warrant liabilities - Public warrants | 0 |
Derivative warrant liabilities - Private placement warrants | $ 20,742,670 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of the key inputs measured at fair value - $ / shares | Feb. 12, 2021 | Dec. 31, 2021 |
Schedule of the key inputs measured at fair value [Abstract] | ||
Exercise price | $ 11.50 | $ 11.50 |
Stock price | $ 10.87 | $ 10.95 |
Volatility | 20.00% | 33.90% |
Term | 5 years | 5 years 18 days |
Risk-free rate | 0.50% | 1.26% |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of the change in the fair value of derivative liabilities | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of the change in the fair value of derivative liabilities [Abstract] | |
Derivative warrant liabilities at February 12, 2021 (inception) | |
Issuance of Public and Private Warrants | 23,027,500 |
Transfer of Public Warrants to Level 1 | (9,660,000) |
Change in fair value of derivative warrant liabilities | 7,375,170 |
Derivative warrant liabilities | $ 20,742,670 |
Income Taxes (Details) - Summar
Income Taxes (Details) - Summary of Income Tax Provision - USD ($) | Dec. 31, 2020 | Dec. 31, 2021 |
Current Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Deferred Federal, State and Local, Tax Expense (Benefit) [Abstract] | ||
Federal | (2,184) | (680,791) |
State | 0 | 0 |
Change in valuation allowance | 2,184 | 680,791 |
Income tax provision | $ 0 | $ 0 |
Income Taxes (Details) - Summ_2
Income Taxes (Details) - Summary of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Start-up/Organization costs | $ 648,312 | $ 2,184 |
Net operating loss carryforwards | 34,663 | 0 |
Total deferred tax assets | 682,975 | 2,184 |
Valuation allowance | (682,975) | (2,184) |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
Income Taxes (Details) - Summa
Income Taxes (Details) - Summary of Statutory Federal Income Tax Rate | Dec. 31, 2020 | Dec. 31, 2021 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
Change in fair value of derivative warrant liabilities | 0.00% | (17.00%) |
Transaction costs allocated to derivative warrant liabilities | 0.00% | (0.70%) |
Merger costs | 0.00% | (1.30%) |
Change in valuation allowance | (21.00%) | (2.10%) |
Income Taxes Benefit | 0.00% | 0.00% |
Income Taxes (Details) - Addit
Income Taxes (Details) - Additional Information - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Line Items] | ||
Valuation allowance | $ 682,975 | $ 2,184 |
Domestic Tax Authority [Member] | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards | 165,064 | |
Valuation Allowance Uncertain Deferred Tax Assets [Member] | ||
Income Tax Disclosure [Line Items] | ||
Valuation allowance | $ 680,971 | $ 2,184 |