Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 30, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | EJF Acquisition Corp. | ||
Entity Central Index Key | 0001839434 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | true | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity File Number | 001-40113 | ||
Entity Address, Address Line One | 2107 Wilson Boulevard | ||
Entity Address, Address Line Two | Suite 410 | ||
Entity Address, City or Town | Arlington | ||
Entity Address, Postal Zip Code | 22201 | ||
City Area Code | 703 | ||
Local Phone Number | 879-3292 | ||
Entity Tax Identification Number | 98-1574021 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Ex Transition Period | false | ||
Entity Address, Country | VA | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 278,300,000 | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | Houston, TX | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | EJFA | ||
Title of 12(b) Security | Class A ordinary shares | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 28,750,000 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 7,187,500 | ||
Units [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | EJFAU | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant | ||
Security Exchange Name | NASDAQ | ||
Redeemable Warrants [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | EJFAW | ||
Title of 12(b) Security | Redeemable Warrants included as part of the units | ||
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash on hand | $ 381,400 | |
Deferred offering costs | $ 276,751 | |
Prepaid Expenses | 355,411 | |
Total current assets | 736,811 | 276,751 |
Prepaid expenses - Non-current | 54,083 | |
Cash and Investments held in Trust Account | 287,610,757 | |
Total assets | 288,401,651 | 276,751 |
Current liabilities: | ||
Accrued costs and expenses | 6,078,702 | 255,288 |
Due to related party | 1,361,155 | |
Total current liabilities | 7,439,857 | 255,288 |
Warrant liability | 22,201,010 | |
Deferred underwriters' discount | 10,062,500 | |
Total liabilities | 39,703,367 | 255,288 |
Commitments | ||
Ordinary shares subject to possible redemption | 287,500,000 | |
Shareholders' Equity: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 24,281 | |
Accumulated deficit | (38,802,435) | (3,537) |
Total shareholders' equity (deficit) | (38,801,716) | 21,463 |
Total Liabilities and Shareholders' Equity (Deficit) | 288,401,651 | 276,751 |
Common Class A [Member] | ||
Current liabilities: | ||
Ordinary shares subject to possible redemption | 287,500,000 | |
Shareholders' Equity: | ||
Common stock | 0 | 0 |
Common Class B [Member] | ||
Shareholders' Equity: | ||
Common stock | $ 719 | $ 719 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Temporary equity shares outstanding | 28,750,000 | 0 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity shares outstanding | 28,750,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 7,187,500 | 7,187,500 |
Common stock shares outstanding | 7,187,500 | 7,187,500 |
Statements of Operations
Statements of Operations - USD ($) | Dec. 31, 2020 | Dec. 31, 2021 |
Formation and operating costs | $ 3,537 | $ 8,009,617 |
Loss from operations | (3,537) | (8,009,617) |
Other income (loss) | ||
Interest income on marketable securities held in trust | 0 | 110,758 |
Offering cost allocated to warrants | 0 | (862,470) |
Excess of Private Placement Warrants fair value over purchase price | 0 | (1,242,401) |
Change in fair value of warrants liability | 0 | 1,843,618 |
Total other income (loss) | 0 | (150,495) |
Net loss | $ (3,537) | $ (8,160,112) |
Ordinary Share Subject to Possible Redemption [Member] | ||
Other income (loss) | ||
Weighted average shares outstanding, basic and diluted | 0 | 24,023,973 |
Basic and diluted net loss per share | $ 0 | $ (0.26) |
Non-Redeemable Ordinary Shares [Member] | ||
Other income (loss) | ||
Weighted average shares outstanding, basic and diluted | 6,250,000 | 7,033,390 |
Basic and diluted net loss per share | $ 0 | $ (0.26) |
Statement of Changes In Shareho
Statement of Changes In Shareholders' Equity - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Class A Ordinary Shares [Member]Common Stock [Member] | Class B Ordinary Shares [Member]Common Stock [Member] |
Beginning balance at Dec. 21, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning balance, shares at Dec. 21, 2020 | 0 | ||||
Stock Issued During Period, Value, Issued for Services | 25,000 | 24,281 | $ 719 | ||
Stock Issued During Period, Shares, Issued for Services | 7,187,500 | ||||
Net Income (Loss) | (3,537) | (3,537) | |||
Ending balance at Dec. 31, 2020 | 21,463 | 24,281 | (3,537) | $ 0 | $ 719 |
Ending balance, shares at Dec. 31, 2020 | 0 | 7,187,500 | |||
Subsequent remeasurement under ASC 480-10-S99 | (30,663,067) | (24,281) | (30,638,786) | ||
Net Income (Loss) | (8,160,112) | (8,160,112) | |||
Ending balance at Dec. 31, 2021 | $ (38,801,716) | $ 0 | $ (38,802,435) | $ 0 | $ 719 |
Ending balance, shares at Dec. 31, 2021 | 0 | 7,187,500 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | Dec. 31, 2020 | Dec. 31, 2021 |
Cash flows from operating activities: | ||
Net loss | $ (3,537) | $ (8,160,112) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on cash and Investments held in Trust Account | (110,758) | |
Offering costs allocated to warrants | 0 | 862,470 |
Excess of Private Placement Warrants fair value over purchase price | 0 | 1,242,401 |
Change in fair value of warrant liability | 0 | (1,843,618) |
Changes in current assets and liabilities: | ||
Prepaid assets | (409,494) | |
Accrued costs and expenses | 3,537 | 6,005,166 |
Due to related party | 1,361,155 | |
Net cash used in operating activities | (1,052,790) | |
Cash Flows from Investing Activities: | ||
Investment held in Trust Account | (287,500,000) | |
Net cash used in investing activities | (287,500,000) | |
Cash flows from financing activities: | ||
Proceeds from initial public offering, net of underwriters' discount | 281,750,000 | |
Proceeds from issuance of Private Placement Warrants | 7,750,000 | |
Proceeds of Promissory Note - Related Party | 200,000 | |
Payment of Promissory Note - Related Party | (200,000) | |
Payments of offering costs | (565,810) | |
Net cash provided by financing activities | 288,934,190 | |
Net change in cash | 381,400 | |
Cash, beginning of the period | 0 | |
Cash, end of the period | 0 | 381,400 |
Supplemental disclosure of cash flow information: | ||
Initial classification of warrant liability | 22,802,227 | |
Initial classification of Class A ordinary shares subject to possible redemption | 287,500,000 | |
Deferred underwriting commissions charged to additional paid in capital | $ 10,062,500 | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | |
Deferred offering costs included in accrued expenses | $ 251,751 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 - Organization and Business Operations EJF Acquisition Corp. (the “Company”), was incorporated as a Cayman Islands exempted company on December 22, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (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 through December 31, 2021 relates to the Company’s formation, the initial public offering (“IPO”), which is described below, and subsequent to the IPO will generate non-operating income in Financing The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 24, 2021. On March 1, 2021, the Company consummated the IPO of 28,750,000 units (the “Units”), including 3,750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover over-allotments, at $10.00 per Unit, generating gross proceeds of $287,500,000, which is discussed in Note 3. Each Unit consists of one Class A ordinary share and one-third Simultaneously with the closing of the IPO, the Company consummated the sale of 5,166,667 Private Placement Warrants (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”) to the Company’s Sponsor Wilson Boulevard LLC, at a price of $1.50 per Private Placement Warrant, generating total gross proceeds of $7,750,000, which is discussed in Note 4. Transaction costs of the IPO amounted to $16,473,310 consisting of $5,750,000 of underwriting discount, $10,062,500 of deferred underwriting discount, and $660,810 of other offering costs. Trust Account Following the closing of the IPO on March 1, 2021, $287,500,000 (approximately $10.00 per Unit) from the net proceeds of the sale of the Units in the IPO, with a portion of the proceeds from the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”) located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under Initial Business Combination The Company will provide shareholders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the IPO (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 shareholder meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share price, payable Share. The per-share amount the The Company will have only 24 months from March 1, 2021, the closing of the IPO, to complete an initial Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-share price, The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined below) and Public Shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares they hold in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or during any Extension Period or (B) with respect to any other specified provisions relating to shareholders’ rights or pre-initial Business On September 15, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pagaya, and Rigel Merger Sub Inc., a Cayman Islands exempted company and a direct, wholly-owned subsidiary of Pagaya (“Merger Sub”) , which is discussed in Note 6. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic Liquidity and Capital Resources As of December 31, 2021, the Company had $381,400 in its operating bank account and working capital deficit of approximately $6,703,046. In order to finance transaction costs in connection with an intended initial Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying 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. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2021, and 2020, the company had $381,400 and $0 of cash equivalents, respectively. Marketable Securities Held in Trust Account At December 31, 2021, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less and in money market funds which invest U.S. Treasury securities. During the year The Company classifies its U.S . held-to-maturity Held-to-maturity Held-to-maturity held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 The Company allocates the offering costs between its Class A ordinary shares and Public Warrants using relative fair value method, with the offering costs allocated to the Public Warrants expensed immediately. Accordingly, as of December 31, 2021, offering costs in the aggregate of $862,470 have been charged to the Company’s statement of operations (consisting of $827,873 of underwriting discounts and $34,597 of other cash offering costs). Offering costs associated with the Class A ordinary shares have been charged to shareholders’ equity. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 28,750,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by charges against additional paid in capital and accumulated deficit. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net loss Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 14,750,000 potential ordinary year ordinary ordinary For the Year Ended December 3 1 For the period from December 22, 2020 (inception) Class A Class B Class A Class B Basic and diluted net loss per stock: Numerator: Allocation of net loss $ (6,312,136 ) $ (1,847,976 ) $ — $ (3,537 ) Denominator: Weighted-average shares outstanding 24,023,973 7,033,390 — 6,250,000 Basic and diluted net loss per share $ (0.26 ) $ (0.26 ) $ — $ (0.00 ) Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured non-financial re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Warrant Liability-Public Warrants $ 12,362,500 $ 12,362,500 $ — $ — Warrant Liability-Private Warrants 9,838,510 — — 9,838,510 $22,201,010 $12,362,500 $— $9,838,510 The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Total Warrant Fair value as of December 22, 2020 (inception) $ — $ — $ — Initial measurement on March 1, 2021 8,992,401 15,052,227 24,044,628 Change in fair value of warrant liabilities 846,109 (2,689,727 ) (1,843,618 ) Transfer from level 3 to level 1 (12,362,500 ) (12,362,500 ) Fair value as of December 31, 2021 $ 9,838,510 $ — $ 9,838,510 The Public Warrants were transferred out of Level 3 to Level 1 during the period as an exchange-traded price was, and still is, available. Transfers are recognized at the end of the period. There were no other transfers into or out of Level 3 during the year ended December 31, 2021. See Note 7 for additional information on the warrant liability measured at fair value. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash FASB ASC 470-20, Recent Accounting Standards In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering On March 1, 2021, the Company sold 28,750,000 Units, at a purchase price of $10.00 per Unit, which included the full exercise by the underwriters of the over-allotment option to purchase an additional 3,750,000 Units. Each Unit consists of one share of Class A ordinary shares and one-third All of the 28,750,000 Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. 480-10-S99, The Class A ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. paid-in As of December 31, 2021, the ordinary share reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 287,500,000 Less: Proceeds allocated to Public Warrants (15,052,227 ) Ordinary share issuance costs (15,610,840 ) Plus: Accretion of carrying value to redemption value 30,663,067 Contingently redeemable ordinary share $ 287,500,000 |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Private Placement | Note 4 - Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,166,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,750,000, in a private placement (the “Private Placement”). A portion of the proceeds from the Private Placement were added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. Private Placement Warrants The Private Placement Warrants will be identical to the warrants sold as part of the units in the IPO except that the Private Placement Warrants, so long as they are held by the initial shareholders or their respective permitted transferees, (i) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination, subject to certain exceptions and (ii) will not be redeemable by the Company, (iii) may be exercised on a cashless basis, and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares On December 24, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs of the Company in consideration for 7,187,500 Class B ordinary shares par value $0.0001 per share (the “Founder Shares”). Up to 937,500 Founder Shares were subject to forfeiture depending on the extent to which the over-allotment option was exercised by the underwriters. On March 1, 2021, the underwriters exercised their over-allotment option in full, hence, 937,500 Founder Shares are no longer subject to forfeiture. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share any 30-trading day Sur v iving v iving Promissory Note - Related Party On December 24, 2020, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). The Note was non-interest bearing and Due to Related Party As of December 31, 2021, the Company owed the Sponsor in the amount of $1,361,155, of which $2,000 represents the amount accrued for the administrative support services provided by Sponsor from date of the IPO through December 31, 2021 and $1,359,155 for Merger and Acquisition expenses incurred on behalf of the Company. Working Capital Loans In order to finance transaction costs in connection with an intended 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. In the event that a Business Combination does not close, the Company may use a portion of the working capital 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. Up to $1,500,000 of the Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s Trust Account. Administrative Service Fee The Company agreed it will pay its Sponsor or an affiliate of the Sponsor thereof up to $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of the initial Business Combination or the Company’s liquidation, it will cease paying these monthly fees. For the year ended December 31, 2021, the Company has accrued $102,000 of administrative service fee, which is included in formation and operating costs on the statement of operations. Business Combination As described in Note 6, on September 15, 2021, the Company has entered into a Merger Agreement with Pagaya and Merger Sub. In connection with the execution of the Merger Agreement, Pagaya and an affiliate of EJFA (the “EJF Investor”) entered into a subscription agreement (the “EJF Subscription Agreement”), pursuant to which the EJF Investor committed to purchase, in the aggregate, up to 20 Pagaya Class A ordinary shares at $10.00 per share for an aggregate commitment amount of up to on the terms and subject to the conditions set forth therein (the “PIPE Investment”). The obligation of the parties to consummate the PIPE Investment under the EJF Subscription Agreement is conditioned upon, among other things, the conditions to the closing of the Business Combination having been satisfied. Subsequently, Pagaya also entered into additional subscription agreements with certain other investors, pursuant to which, on the terms and subject to the conditions set forth in such subscription agreements, such investors have agreed to purchase, and Pagaya has agreed to sell to them, 22.2 million Pagaya Class A ordinary shares at a purchase price of $10.00 per share, which shares reduced the foregoing commitment of the EJF Investor by 7.2 million shares. On January 11, 2022, Pagaya announced the upsized The closing of the PIPE Investment is expected to occur substantially concurrently with 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 6 - Commitments and Contingencies Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants, which will be issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters had a 45-day option The underwriters are entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $10,062,500 in the aggregate. The deferred fee will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. Contingent Advisory Agreements On September 14, 2021, the Company entered into the letter agreement (“UBS Agreement”) with UBS, acting as lead financial advisor and capital markets advisor to the Company in connection with the Company’s proposed Business Combination with Pagaya Technologies LTD. Pursuant to the UBS Agreement, the transaction fee equals to The Company and UBS agreed that UBS will reduce the transaction fee in the event the percentage of the Company’s outstanding redeemable shares redeemed at the time of closing of the Business Combination exceeds (“Transaction Fee Adjustment”). The Transaction Fee Adjustment shall be calculated on a pro rata basis upon breach of the redemption calculation and shall not exceed In the event that a business combination is not consummated for any reason, the Company shall not have any liability to UBS for the transaction fee. The transaction fee is not accrued in the financial statements. The Company has various other contingent advisory arrangements that are reflected in the financial statements based on the terms of the arrangement and the types of services provided. A total of is reflected in accrued costs and expenses in the balance sheet as of December 31, 2021 and formation and operating costs in the statement of operations for the year ended December 31, 2021. Merger Agreement On September 15, 2021, the Company entered into the Merger Agreement with Pagaya and Merger Sub. Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving company after the Merger and becoming a wholly-owned subsidiary of Pagaya (the “Surviving Company”). expects to list certain of its ordinary shares and warrants on Nasdaq. The Merger Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Merger Agreement . |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants [Abstract] | |
Warrants | Note 7 - Warrants At December 31, 2021 and December 31, 2020, the Company had outstanding warrants to purchase an aggregate of 5,166,667 and 0 shares of the Company’s Class A ordinary shares issued in connection with the IPO and the Private Placement (including warrants issued in connection with the consummation of the over-allotment), respectively. The Public Warrants will become exercisable at $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the initial Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the sale, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the transfer of Class A ordinary shares issuable upon exercise of the warrants is not effective by the 90th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain an effective registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify for sale the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price for a warrant by surrendering each such warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361 shares per whole warrant. The “fair market value” shall mean the VWAP (as defined below) of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. “VWAP” per share of the Company’s Class A ordinary shares on any trading day means the per share volume weighted average price as displayed under the heading Bloomberg VWAP on the Bloomberg (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the company) page “VAP” (or its equivalent successor if such page is not available) in respect of the period from the open of trading on the relevant trading day until the close of trading on such trading day (or if such volume-weighted average price is unavailable, the market price of one Class A ordinary share on such trading day determined, using a volume weighted average method, by an independent financial advisor retained for such purpose by the company). “VWAP” for a period of multiple trading days means the volume-weighted average of the respective VWAPs for the trading days in such period. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (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 not less than 30 days’ prior written notice of redemption (the ”30-day redemption • if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • for cash at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined above); and • 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 below). In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to its sponsor, directors or officers or their respective affiliates, without taking into account any Founder Shares held by the initial shareholders 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 VWAP of the Company’s Class A ordinary shares during the 10-trading day period The warrant agreement contains an alternative issuance provision that if less than 70% of the consideration receivable by the holders of the ordinary shares over-the-counter ordinary shares o s o s ten-day The Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” No. 815-40, The Warrants are accounted for as liabilities in accordance with ASC 815-40 The fair value of the Private Placement Warrants was determined by the Company using a model by a third-party valuation agent. The valuation model utilizes inputs such as assumed share prices, volatility, discount factors and other assumptions and may not be reflective of the price at which they can be settled at Level 3. The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2021: December 31, 2021 Exercise price $ 11.50 Share price $ 9.93 Volatility 25 % Expected life of the options to convert 5.00 Risk-free rate 1.42 % Dividend yield 0.0 % |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | Note 8 - Shareholders’ Equity Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or the rules of The Nasdaq Stock Market LLC then in effect. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (2020 Revision) of the Cayman Islands or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject sub-divisions, less than one-for-one basis. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 11, 2022, the Company announced an upsized $350 million fully committed common equity PIPE Investment. The PIPE Investment will further support Pagaya’s business plan upon the close of its pending Business Combination with the Company. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars 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. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2021, and 2020, the company had $381,400 and $0 of cash equivalents, respectively. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2021, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less and in money market funds which invest U.S. Treasury securities. During the year The Company classifies its U.S . held-to-maturity Held-to-maturity Held-to-maturity held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 The Company allocates the offering costs between its Class A ordinary shares and Public Warrants using relative fair value method, with the offering costs allocated to the Public Warrants expensed immediately. Accordingly, as of December 31, 2021, offering costs in the aggregate of $862,470 have been charged to the Company’s statement of operations (consisting of $827,873 of underwriting discounts and $34,597 of other cash offering costs). Offering costs associated with the Class A ordinary shares have been charged to shareholders’ equity. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 28,750,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by charges against additional paid in capital and accumulated deficit. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net loss Per Ordinary Share | Net loss Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 14,750,000 potential ordinary year ordinary ordinary For the Year Ended December 3 1 For the period from December 22, 2020 (inception) Class A Class B Class A Class B Basic and diluted net loss per stock: Numerator: Allocation of net loss $ (6,312,136 ) $ (1,847,976 ) $ — $ (3,537 ) Denominator: Weighted-average shares outstanding 24,023,973 7,033,390 — 6,250,000 Basic and diluted net loss per share $ (0.26 ) $ (0.26 ) $ — $ (0.00 ) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured non-financial re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Warrant Liability-Public Warrants $ 12,362,500 $ 12,362,500 $ — $ — Warrant Liability-Private Warrants 9,838,510 — — 9,838,510 $22,201,010 $12,362,500 $— $9,838,510 The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Total Warrant Fair value as of December 22, 2020 (inception) $ — $ — $ — Initial measurement on March 1, 2021 8,992,401 15,052,227 24,044,628 Change in fair value of warrant liabilities 846,109 (2,689,727 ) (1,843,618 ) Transfer from level 3 to level 1 (12,362,500 ) (12,362,500 ) Fair value as of December 31, 2021 $ 9,838,510 $ — $ 9,838,510 The Public Warrants were transferred out of Level 3 to Level 1 during the period as an exchange-traded price was, and still is, available. Transfers are recognized at the end of the period. There were no other transfers into or out of Level 3 during the year ended December 31, 2021. See Note 7 for additional information on the warrant liability measured at fair value. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash FASB ASC 470-20, |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Basic And Diluted Loss Per Share | 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 ordinary shares: For the Year Ended December 3 1 For the period from December 22, 2020 (inception) Class A Class B Class A Class B Basic and diluted net loss per stock: Numerator: Allocation of net loss $ (6,312,136 ) $ (1,847,976 ) $ — $ (3,537 ) Denominator: Weighted-average shares outstanding 24,023,973 7,033,390 — 6,250,000 Basic and diluted net loss per share $ (0.26 ) $ (0.26 ) $ — $ (0.00 ) |
Summary of Liabilities That Are Measured At Fair Value On a Recurring Basis | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Warrant Liability-Public Warrants $ 12,362,500 $ 12,362,500 $ — $ — Warrant Liability-Private Warrants 9,838,510 — — 9,838,510 $22,201,010 $12,362,500 $— $9,838,510 |
Schedule Of Changes In The Fair Value Of Level 3 Warrant Liabilities | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Total Warrant Fair value as of December 22, 2020 (inception) $ — $ — $ — Initial measurement on March 1, 2021 8,992,401 15,052,227 24,044,628 Change in fair value of warrant liabilities 846,109 (2,689,727 ) (1,843,618 ) Transfer from level 3 to level 1 (12,362,500 ) (12,362,500 ) Fair value as of December 31, 2021 $ 9,838,510 $ — $ 9,838,510 |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Summary of Reconciliation Of Balance Sheet | As of December 31, 2021, the ordinary share reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 287,500,000 Less: Proceeds allocated to Public Warrants (15,052,227 ) Ordinary share issuance costs (15,610,840 ) Plus: Accretion of carrying value to redemption value 30,663,067 Contingently redeemable ordinary share $ 287,500,000 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants [Abstract] | |
Summary of Quantitative Information Regarding Level 3 Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2021: December 31, 2021 Exercise price $ 11.50 Share price $ 9.93 Volatility 25 % Expected life of the options to convert 5.00 Risk-free rate 1.42 % Dividend yield 0.0 % |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Detail) - USD ($) | Mar. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization And Business Operations [Line Items] | |||
Entity incorporation, date of incorporation | Dec. 22, 2020 | ||
Proceeds from issuance of IPO | $ 281,750,000 | ||
Exercise price of warrant | $ 11.50 | ||
Proceeds from issuance of warrants | $ 7,750,000 | ||
Restricted investments term | 185 days | ||
Lock in period for redemption of public shares after closing of IPO | 24 months | ||
Percentage of public shares to be redeemed on non completion of business combination | 100.00% | ||
Dissolution expense | $ 100,000 | ||
Cash | 381,400 | ||
Sponsor [Member] | |||
Organization And Business Operations [Line Items] | |||
Cash | 381,400 | ||
Working capital (deficit) | $ 6,703,046 | ||
Private Placement Warrants [Member] | Sponsor [Member] | |||
Organization And Business Operations [Line Items] | |||
Class of warrants and rights issued during the period | 5,166,667 | 5,166,667 | |
Class of warrants and rights issued, price per warrant | $ 1.50 | $ 1.50 | |
Proceeds from issuance of warrants | $ 7,750,000 | $ 7,750,000 | |
IPO [Member] | |||
Organization And Business Operations [Line Items] | |||
Stock issuance costs | 16,473,310 | ||
Payments for underwriting expenses | 5,750,000 | ||
Deferred underwriting fees | 10,062,500 | $ 10,062,500 | |
Other offering costs | $ 660,810 | ||
Common stock par or stated value per share | $ 0.0001 | ||
Over-Allotment Option [Member] | |||
Organization And Business Operations [Line Items] | |||
Stock issued during period shares | 3,750,000 | ||
Common Class A [Member] | |||
Organization And Business Operations [Line Items] | |||
Proceeds from issuance of IPO | $ 287,500,000 | ||
Proceeds from issuance of warrants | $ 15,052,227 | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common Class A [Member] | Public Warrants [Member] | |||
Organization And Business Operations [Line Items] | |||
Stock conversion basis | Each Unit consists of one share of Class A ordinary shares and one-third of one redeemable warrant. | Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant | |
Exercise price of warrant | $ 11.50 | ||
Common Class A [Member] | IPO [Member] | |||
Organization And Business Operations [Line Items] | |||
Stock issued during period shares | 28,750,000 | ||
Shares issued price per share | $ 10 | ||
Proceeds from issuance of IPO | $ 287,500,000 | ||
Common Class A [Member] | Over-Allotment Option [Member] | |||
Organization And Business Operations [Line Items] | |||
Stock issued during period shares | 3,750,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash equivalents | $ 381,400 | $ 381,400 | $ 381,400 | $ 0 |
Restricted investments term | 185 days | |||
Interest income earned on securities held in the trust account | 0 | 0 | ||
FDIC insured amount | 250,000 | 250,000 | $ 250,000 | |
Unrecognized tax benefits | 0 | 0 | 0 | 0 |
Accrued for interest and penalties | $ 0 | $ 0 | $ 0 | $ 0 |
Temporary equity shares outstanding | 28,750,000 | 28,750,000 | 28,750,000 | 0 |
Fair value of the held-to-maturity securities | $ 287,610,989 | $ 287,610,989 | $ 287,610,989 | |
Unrealized loss amortized cost | 1,621 | 1,621 | 1,621 | |
Public Warrants [Member] | ||||
Cash offering costs | 862,470 | |||
Underwriting Discounts | 827,873 | |||
Other cash offering costs | 34,597 | |||
IPO [Member] | ||||
Offering costs | 16,473,310 | |||
Underwriting commissions | 5,750,000 | |||
Deferred underwriters communication | $ 10,062,500 | $ 10,062,500 | 10,062,500 | |
Cash offering costs | $ 660,810 | |||
Common Class A [Member] | ||||
Temporary equity shares outstanding | 28,750,000 | 28,750,000 | 28,750,000 | |
Warrant [Member] | ||||
Antidilutive securities excluded from computation of earnings per share | 14,750,000 | 14,750,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Basic And Diluted Loss Per Share (Detail) - USD ($) | Dec. 31, 2020 | Dec. 31, 2021 |
Common Class A [Member] | ||
Numerator :Basic and diluted net loss per stock | ||
Net loss allocable to shares subject to possible redemption | $ 0 | $ (6,312,136) |
Denominator: Weighted Average Non-Redeemable Ordinary Shares | ||
Basic and diluted weighted average shares outstanding | 0 | 24,023,973 |
Basic and diluted net loss per share | $ 0 | $ (0.26) |
Common Class B [Member] | ||
Numerator :Basic and diluted net loss per stock | ||
Net loss allocable to shares subject to possible redemption | $ (3,537) | $ (1,847,976) |
Denominator: Weighted Average Non-Redeemable Ordinary Shares | ||
Basic and diluted weighted average shares outstanding | 6,250,000 | 7,033,390 |
Basic and diluted net loss per share | $ 0 | $ (0.26) |
Significant Accounting Polici_6
Significant Accounting Policies - Summary Of Assets And Liabilities That Are Measured At Fair Value On A Recurring Basis (Detail) | Dec. 31, 2021USD ($) |
Liabilities: | |
Warrant Liability | $ 22,201,010 |
Public Warrants [Member] | |
Liabilities: | |
Warrant Liability | 12,362,500 |
Private Placement Warrants [Member] | |
Liabilities: | |
Warrant Liability | 9,838,510 |
Fair Value, Recurring [Member] | Quoted Prices In Active Markets (Level 1) [Member] | |
Liabilities: | |
Warrant Liability | 12,362,500 |
Fair Value, Recurring [Member] | Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants [Member] | |
Liabilities: | |
Warrant Liability | 12,362,500 |
Fair Value, Recurring [Member] | Quoted Prices In Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Warrant Liability | 0 |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |
Liabilities: | |
Warrant Liability | 0 |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | |
Liabilities: | |
Warrant Liability | 0 |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Warrant Liability | 0 |
Fair Value, Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | |
Liabilities: | |
Warrant Liability | 9,838,510 |
Fair Value, Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | |
Liabilities: | |
Warrant Liability | 0 |
Fair Value, Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Warrant Liability | $ 9,838,510 |
Significant Accounting Polici_7
Significant Accounting Policies - Summary of Changes In The Fair Value Of Level 3 Warrant Liabilities (Detail) - Fair Value, Inputs, Level 3 [Member] | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 22, 2020 (inception) | $ 0 |
Initial measurement on March 1, 2021 | 24,044,628 |
Change in fair value of warrant liabilities | (1,843,618) |
Transfer from level 3 to level 1 | (12,362,500) |
Fair value as of December 31, 2021 | 9,838,510 |
Private Placement Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 22, 2020 (inception) | 0 |
Initial measurement on March 1, 2021 | 8,992,401 |
Change in fair value of warrant liabilities | 846,109 |
Fair value as of December 31, 2021 | 9,838,510 |
Public Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 22, 2020 (inception) | 0 |
Initial measurement on March 1, 2021 | 15,052,227 |
Change in fair value of warrant liabilities | (2,689,727) |
Transfer from level 3 to level 1 | (12,362,500) |
Fair value as of December 31, 2021 | $ 0 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - Common Class A [Member] - $ / shares | Mar. 01, 2021 | Dec. 31, 2021 |
Public Warrants [Member] | ||
Stock conversion basis | Each Unit consists of one share of Class A ordinary shares and one-third of one redeemable warrant. | Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant |
IPO [Member] | ||
Stock issued during period shares | 28,750,000 | |
Shares issued price per share | $ 10 | |
Proceeds from issuance of IPO | 3,750,000 |
Initial Public Offering - Summa
Initial Public Offering - Summary of Reconciliation of Balance Sheet (Detail) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Gross proceeds from IPO | $ 281,750,000 |
Proceeds allocated to Public Warrants | 7,750,000 |
Ordinary share issuance costs | 565,810 |
Contingently redeemable ordinary share | 287,500,000 |
Common Class A [Member] | |
Gross proceeds from IPO | 287,500,000 |
Proceeds allocated to Public Warrants | 15,052,227 |
Ordinary share issuance costs | 15,610,840 |
Accretion of carrying value to redemption value | 30,663,067 |
Contingently redeemable ordinary share | $ 287,500,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Mar. 01, 2021 | Dec. 31, 2021 |
Proceeds from issuance of warrants | $ 7,750,000 | |
Private Placement Warrants [Member] | Sponsor [Member] | ||
Class of warrants and rights issued during the period | 5,166,667 | 5,166,667 |
Class of warrants and rights issued, price per warrant | $ 1.50 | $ 1.50 |
Proceeds from issuance of warrants | $ 7,750,000 | $ 7,750,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Sep. 15, 2021 | Mar. 01, 2021 | Dec. 24, 2020 | Dec. 31, 2021 | Jan. 11, 2022 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||||
Stock sale price threshold limit | $ 12 | |||||
Amount agreed to cover expenses related to the Initial Public Offering | $ 300,000 | |||||
Amount agreed to pay per month for office space, administrative and support services | $ 10,000 | |||||
Common stock shares subject to forfeiture | 937,500 | |||||
Proceeds from unsecured and non-interest bearing promissory note | $ 200,000 | |||||
Shares no longer subject to forfeiture | 937,500 | |||||
Merger Agreement with Pagaya [Member] | PIPE Investors [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock value subscriptions | 200,000,000 | |||||
Common Stock, Value, Issued | $ 350,000,000 | |||||
Other Investors [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 22,200,000 | |||||
Business Acquisition, Share Price | $ 10 | |||||
EJF Investor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock shares outstanding | 7,200,000 | |||||
EJF Investor [Member] | Merger Agreement with Pagaya [Member] | PIPE Investors [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 20,000,000 | |||||
Business Acquisition, Share Price | $ 10 | |||||
Formation and Operating Costs [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Administrative service fee | 102,000 | |||||
Working Capital Loans [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Amount may be convertible into warrants | $ 1,500,000 | |||||
convertible price per Warrants | $ 1.50 | |||||
Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock shares outstanding | 7,187,500 | 7,187,500 | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock shares subject to forfeiture | 937,500 | |||||
Shares no longer subject to forfeiture | 937,500 | |||||
Common Stock, Value, Issued | $ 719 | $ 719 | ||||
Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from sponsor to cover certain offering costs | $ 25,000 | |||||
Proceeds from sponsor to cover certain offering costs per share value | $ 0.003 | |||||
Due to related parties | 1,361,155 | |||||
Sponsor [Member] | Administrative Support Services [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related parties | 2,000 | |||||
Sponsor [Member] | Due Diligence Expenses [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related parties | $ 1,359,155 | |||||
Sponsor [Member] | Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock shares outstanding | 7,187,500 | |||||
Common stock par or stated value per share | $ 0.0001 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Mar. 01, 2021 | Dec. 31, 2021 | Sep. 14, 2021 |
Accrued advisory arrangements | $ 5,633,604 | ||
UBS Agreement [Member] | |||
Transaction fee | $ 10,000,000 | ||
Percentage of transaction fee adjustment | 50.00% | ||
Transaction fee adjustment calculated on a pro rata basis upon breach of percentage of redemption | 50.00% | ||
Percentage of transaction fee | 25.00% | ||
Minimum transaction fee | $ 2,500,000 | ||
Over-Allotment Option [Member] | |||
Stock issued during period shares | 3,750,000 | ||
IPO [Member] | |||
Deferred underwriting fee percent on gross proceeds of the IPO | 3.50% | ||
Deferred underwriting fees | $ 10,062,500 | $ 10,062,500 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 0.361 | |
Percent of consideration receivable in shares | 70.00% | |
Common Class A [Member] | ||
Warrants [Line Items] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,166,667 | 0 |
Share price | $ 9.20 | |
Proceeds used for business combination as a percentage of total equity issue | 60.00% | |
Volume weighted average share price | $ 9.20 | |
Exercise price as a percentage of newly issued share price | 115.00% | |
Common Class A [Member] | Redemption Trigger Price One [Member] | ||
Warrants [Line Items] | ||
Newly issued share price | $ 18 | |
Class of warrants or rights redemption price per warrant | $ 0.01 | |
Exercise price as a percentage of newly issued share price | 180.00% | |
Common Class A [Member] | Redemption Trigger Price Two [Member] | ||
Warrants [Line Items] | ||
Newly issued share price | $ 10 | |
Class of warrants or rights redemption price per warrant | $ 0.10 | |
Exercise price as a percentage of newly issued share price | 100.00% |
Warrants - Summary of Quantitat
Warrants - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements (Detail) - Fair Value, Inputs, Level 3 [Member] | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Fair Value, Option, Quantitative Disclosures [Line Items] | |
Exercise price | $ 11.50 |
Share price | $ 9.93 |
Volatility | 25.00% |
Expected life of the options to convert | 5 years |
Risk-free rate | 1.42% |
Dividend yield | 0.00% |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | Mar. 01, 2021 | Dec. 24, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock shares issued | 0 | 0 | ||
Preferred stock shares outstanding | 0 | 0 | ||
Temporary equity shares outstanding | 28,750,000 | 0 | ||
Common stock shares subject to forfeiture | 937,500 | |||
Shares No longer subject to forfeiture | 937,500 | |||
Class A Ordinary Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock par or stated value per share | $ 0.0001 | |||
Common stock shares authorized | 500,000,000 | |||
Common stock shares issued | 0 | 0 | ||
Common stock shares outstanding | 0 | 0 | ||
Temporary equity shares outstanding | 28,750,000 | 0 | ||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Common stock shares authorized | 50,000,000 | 50,000,000 | ||
Common stock shares issued | 7,187,500 | 7,187,500 | ||
Common stock shares outstanding | 7,187,500 | 7,187,500 | ||
Common stock shares subject to forfeiture | 937,500 | |||
Shares No longer subject to forfeiture | 937,500 | |||
Percentage of the common stock issued and outstanding | 20.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ in Millions | Jan. 11, 2022USD ($) |
PIPE Investors [Member] | Merger Agreement with Pagaya [Member] | |
Subsequent Event [Line Items] | |
Common Stock, Value, Issued | $ 350 |