Document and Entity Information
Document and Entity Information - USD ($) | 11 Months Ended | |
Dec. 31, 2021 | Mar. 31, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Entity File Number | 001-40583 | |
Entity Registrant Name | ALTC ACQUISITION CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-2292473 | |
Entity Address, Address Line One | 640 Fifth Avenue, 12th Floor | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 380-7500 | |
Title of 12(b) Security | Shares of Class A common stock, par value $0.0001 per share | |
Trading Symbol | ALCC | |
Security Exchange Name | NYSE | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Public Float | $ 492,500,000 | |
Auditor Firm ID | 688 | |
Auditor Name | Marcum LLP | |
Auditor Location | New York, NY | |
Entity Central Index Key | 0001849056 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Transition Report | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 51,450,000 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,500,000 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2021USD ($) |
Current assets | |
Cash | $ 3,337,050 |
Prepaid expenses | 840,706 |
Total current assets | 4,177,756 |
Prepaid expenses | 415,828 |
Marketable securities held in Trust Account | 500,125,470 |
TOTAL ASSETS | 504,719,054 |
Current liabilities: | |
Accrued expenses | 387,699 |
Accrued offering costs | 12,770 |
Income taxes payable | 2,416 |
Total current liabilities | 402,885 |
Deferred underwriting fee payable | 17,500,000 |
Total liabilities | 17,902,885 |
Commitments and contingencies | |
Class A common stock subject to possible redemption, 50,000,000 shares at redemption value as of December 31, 2021 | 500,000,000 |
Stockholders' deficit | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (13,185,226) |
Total stockholders' deficit | (13,183,831) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 504,719,054 |
Class A Common Stock | |
Stockholders' deficit | |
Common stock | 145 |
Class A Common Stock Subject to Redemption | |
Current liabilities: | |
Class A common stock subject to possible redemption, 50,000,000 shares at redemption value as of December 31, 2021 | 500,000,000 |
Class B Common Stock | |
Stockholders' deficit | |
Common stock | $ 1,250 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A Common Stock | |
common shares, par value | $ / shares | $ 0.0001 |
common shares, shares authorized | 500,000,000 |
common shares, shares issued | 1,450,000 |
common shares, shares outstanding | 1,450,000 |
Class A Common Stock Subject to Redemption | |
Temporary equity, shares outstanding | 50,000,000 |
Class B Common Stock | |
common shares, par value | $ / shares | $ 0.0001 |
common shares, shares authorized | 100,000,000 |
common shares, shares issued | 12,500,000 |
common shares, shares outstanding | 12,500,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 11 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Formation and operational costs | $ 1,179,760 |
Loss from operations | (1,179,760) |
Other income: | |
Interest earned on marketable securities held in Trust Account | 117,677 |
Unrealized gain on marketable securities held in Trust Account | 7,793 |
Other income | 125,470 |
Loss before provision for income taxes | (1,054,290) |
Provision for income taxes | (2,416) |
Net loss | $ (1,056,706) |
Class A Common Stock Subject to Redemption | |
Other income: | |
Weighted Average Number of Shares Outstanding, Basic | shares | 28,476,821 |
Weighted Average Number of Shares Outstanding, Diluted | shares | 28,476,821 |
Basic net loss per common share | $ / shares | $ (0.03) |
Diluted net loss per common share | $ / shares | $ (0.03) |
Class A Common Stock Not Subject to Redemption | |
Other income: | |
Weighted Average Number of Shares Outstanding, Basic | shares | 12,787,748 |
Weighted Average Number of Shares Outstanding, Diluted | shares | 12,787,748 |
Basic net loss per common share | $ / shares | $ (0.03) |
Diluted net loss per common share | $ / shares | $ (0.03) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - 11 months ended Dec. 31, 2021 - USD ($) | Class A Common StockCommon Stock | Class B Common StockCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Feb. 01, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Feb. 01, 2021 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B common stock to Sponsor | $ 0 | $ 1,250 | 23,750 | 0 | 25,000 |
Issuance of Class B common stock to Sponsor (in shares) | 0 | 12,500,000 | |||
Sale of 1,450,000 Private Placement Shares | $ 145 | $ 0 | 14,499,855 | 0 | 14,500,000 |
Sale of 1,450,000 Private Placement Shares (in shares) | 1,450,000 | 0 | |||
Accretion for Class A common stock to redemption amount | $ 0 | $ 0 | (14,523,605) | (12,128,520) | (26,652,125) |
Accretion for Class A common stock to redemption amount (in shares) | 0 | 0 | |||
Net loss | $ 0 | $ 0 | $ 0 | (1,056,706) | (1,056,706) |
Balance at the end at Dec. 31, 2021 | $ 145 | $ 1,250 | $ (13,185,226) | $ (13,183,831) | |
Balance at the end (in shares) at Dec. 31, 2021 | 1,450,000 | 12,500,000 |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) - Private Placement Warrants | Dec. 31, 2021shares |
Sale of Private Placement Shares | 1,450,000 |
Private Placement | |
Sale of Private Placement Shares | 1,450,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (1,056,706) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (117,677) |
Unrealized gain on marketable securities held in Trust Account | (7,793) |
Offering costs | 168,415 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (1,256,534) |
Accrued expenses | 387,699 |
Income taxes payable | 2,416 |
Net cash used in operating activities | (1,880,180) |
Cash flows from investing activities: | |
Investment of cash into Trust Account | (500,000,000) |
Net cash used in investing activities | (500,000,000) |
Cash flows from financing activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 491,420,000 |
Proceeds from sale of Private Placement Shares | 14,500,000 |
Proceeds from promissory note - related party | 500,000 |
Repayment of promissory note - related party | (500,000) |
Payment of offering costs | (727,770) |
Net cash provided by financing activities | 505,217,230 |
Net change in cash | 3,337,050 |
Cash - Beginning of period | 0 |
Cash - End of period | 3,337,050 |
Non-cash investing and financing activities: | |
Offering costs included in accrued offering costs | 12,770 |
Deferred underwriting fee payable | $ 17,500,000 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS | 11 Months Ended |
Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AltC Acquisition Corp. (the “Company”) was incorporated in Delaware on February 1, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from February 1, 2021 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target 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 generates non-operating income in the form of interest income from the securities held in the Trust Account (as defined below). The registration statement for the Company’s Initial Public Offering was declared effective on July 7, 2021. On July 12, 2021, the Company consummated the Initial Public Offering of 50,000,000 shares (the “Public Shares”) of Class A common stock, which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,000,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $500,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,450,000 shares of Class A common stock (each, a “Private Placement Share” and, collectively, the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to AltC Sponsor LLC (the “Sponsor”), an affiliate of M. Klein and Company, LLC, generating gross proceeds of $14,500,000, which is described in Note 4. Transaction costs amounted to $26,652,125, consisting of $8,580,000 of underwriting fees, which is net of $1,420,000 reimbursed fees from the underwriters, $17,500,000 of deferred underwriting fees and $572,125 of other offering costs. Following the closing of the Initial Public Offering on July 12, 2021, an amount of $500,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”), invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to fund working capital requirements, subject to an annual limit of $1,000,000, and to pay its tax obligations (“Permitted Withdrawals”). 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 the Private Placement Shares, 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’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding net of amounts disbursed to management for working capital purposes, if applicable, taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the 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. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares in connection with 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 in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest, net of Permitted Withdrawals). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the U.S. Securities and Exchange Commission’s (the “SEC”) “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by law or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and its permitted transferees have agreed to vote their Founder Shares (as defined in Note 5), Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the initial Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated 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% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares, Private Placement Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if the Company fails to consummate a Business Combination within the Combination Window (as defined below) and (c) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by July 12, 2023 (or October 12, 2023 if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination by July 12, 2023) (the “Combination Window”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Window. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Window. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Public Share ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than 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 entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of Permitted Withdrawals. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Company due to claims of creditors by endeavoring to have all vendors, service providers, 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. Liquidity and Capital Resources At December 31, 2021, we had cash of $3,337,050 and working capital of $3,972,512. (after adding back $102,784 in franchise tax payable as that liability, which is included in accrued expenses in the accompanying balance sheet and income taxes payable which both are allowed to be settled using the trust account). The Company’s liquidity needs up to December 31, 2021 were satisfied through the proceeds of $25,000 from the sale of the founder shares (Note 5), a loan of $500,000 under an unsecured and noninterest bearing promissory note (the full outstanding balance of which was repaid on July 12, 2021) – related party (Note 5), and from the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the trust account. 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 the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities, 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. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating the business. However, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate the business prior to the initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete the initial Business Combination or to redeem a significant number of our public shares upon completion of the initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such initial Business Combination. There is no assurance that the Company’s plans to consummate an initial Business Combination will be successful. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target business, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 11 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding 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 registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the 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 as of 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, the actual results could differ significantly 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. The Company did not have any cash equivalents as of December 31, 2021. Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. No amounts were withdrawn during the period of February 1, 2021 (inception) and December 31, 2021. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features contain certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ (deficit) equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2021, the Class A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 500,000,000 Less: Class A common stock issuance costs (26,652,125) Plus: Accretion of carrying value to redemption value 26,652,125 Class A common stock subject to possible redemption $ 500,000,000 Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are 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 amounted to $26,652,125, which were charged to stockholders’ equity upon the completion of the Initial Public Offering. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. 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 Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): December 31, 2021 Subject to redemption Not subject to redemption Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (729,236) $ (327,470) Denominator: Basic and diluted weighted average shares outstanding 28,476,821 12,787,748 Basic and diluted net loss per common share $ (0.03) $ (0.03) 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 Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective February 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 11 Months Ended |
Dec. 31, 2021 | |
PUBLIC OFFERING | |
PUBLIC OFFERING | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 50,000,000 Public Shares, which includes the full exercise by the underwriters of their option to purchase an additional 5,000,000 shares, at a price of $10.00 per Public Share (see Note 7). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 11 Months Ended |
Dec. 31, 2021 | |
PRIVATE PLACEMENT. | |
PRIVATE PLACEMENT | ` Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,450,000 Private Placement Shares, at a price of $10.00 per Private Placement Share, for an aggregate purchase price of $14,500,000, in a private placement. The proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Window, the proceeds from the sale of the Private Placement Shares will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 11 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor purchased 43,125,000 shares of the Company’s Class B common stock for an aggregate price of $25,000 (the “Founder Shares”). On March 9, 2021, the Sponsor forfeited 14,375,000 Founder Shares for no consideration, resulting in an aggregate of 28,750,000 Founder Shares outstanding. On July 7, 2021, the Sponsor surrendered 16,250,000 Founder Shares for no consideration, resulting in an aggregate of 12,500,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share forfeiture. The Founder Shares included an aggregate of up to 1,250,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one one hundred fifty Administrative Services Agreement The Company entered into an agreement, commencing on July 8, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, pursuant to which the Company will pay an affiliate of the Sponsor a total of $30,000 per month for office space, administrative and support services. For the period from February 1, 2021 (inception) through December 31, 2021, the Company incurred and paid $173,225 in fees for these services. Advisory Fee The Company may engage M. Klein and Company, LLC, an affiliate of the Sponsor, or another affiliate of the Sponsor, as its lead financial advisor in connection with a Business Combination and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions. Promissory Note — Related Party On March 4, 2021, the Sponsor agreed to loan the Company an aggregate of up to $600,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $500,000 was repaid at the closing of the Initial Public Offering on July 12, 2021. As of December 31, 2021, there were no borrowings outstanding under the Promissory Note. Borrowings under the Promissory Note are no longer available. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “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. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of the Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into shares of the post-business combination entity at a price of $10.00 per share. These shares would be identical to the Private Placement Shares. No Working Capital Loans were outstanding as of December 31, 2021. |
COMMITMENTS
COMMITMENTS | 11 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on July 7, 2021, the holders of the Founder Shares, the Private Placement Shares and shares of Class A common stock that may be issued upon conversion of Working Capital Loans are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders of these securities have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statement. Underwriting Agreement The underwriters were entitled to a cash underwriting discount of $0.20 per Public Share, or $10,000,000 in the aggregate, payable upon closing of the Initial Public Offering (of which the underwriters received $8,580,000, which is net of $1,420,000 reimbursed fees from the underwriters). In addition, the underwriters are entitled to a deferred fee of $0.35 per Public Share, or $17,500,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement. Legal Fees As of December 31, 2021, the Company incurred legal fees of $92,441. These fees are contingent upon the consummation of Business Combination. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 11 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock outstanding Class A Common Stock outstanding Class B Common Stock outstanding Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the completion of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering (excluding the Private Placement Shares) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination in consideration for such seller’s interest in the business combination target and any Private Placement Shares issued upon the conversion of Working Capital Loans made to the Company. |
INCOME TAX
INCOME TAX | 11 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
INCOME TAX | NOTE 8 — INCOME TAX The Company’s net deferred tax assets at December 31, 2021 is as follows: December 31, 2021 Deferred tax assets Startup organizational expenses $ 226,165 Unrealized gain on marketable securities (2,348) Total deferred tax assets 223,817 Valuation allowance (223,817) Deferred tax assets, net of valuation allowance $ — The income tax provision for the period from February 1, 2021 (inception) through December 31, 2021 consists of the following: December 31, 2021 Federal Current $ 2,416 Deferred (223,817) State and Local Current — Deferred — Change in valuation allowance 223,817 Income tax provision $ 2,416 As of December 31, 2021, the Company did not have any of U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from , the change in the valuation allowance was $223,817 . A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: December 31, 2021 Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit 0.00 % Valuation allowance (21.2) % Income tax provision (0.2) % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the year ended December 31, 2021 remain open and subject to examination. The Company considers New York to be a significant state tax jurisdiction. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 11 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets 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, Description Level 2021 Assets: Marketable securities held in Trust Account 1 $ 500,125,470 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 11 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. 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, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 11 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding 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 registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the 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 as of 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, the actual results could differ significantly 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. The Company did not have any cash equivalents as of December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. No amounts were withdrawn during the period of February 1, 2021 (inception) and December 31, 2021. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features contain certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ (deficit) equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2021, the Class A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 500,000,000 Less: Class A common stock issuance costs (26,652,125) Plus: Accretion of carrying value to redemption value 26,652,125 Class A common stock subject to possible redemption $ 500,000,000 |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are 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 amounted to $26,652,125, which were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. 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 Loss per Common Share | Net Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): December 31, 2021 Subject to redemption Not subject to redemption Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (729,236) $ (327,470) Denominator: Basic and diluted weighted average shares outstanding 28,476,821 12,787,748 Basic and diluted net loss per common share $ (0.03) $ (0.03) |
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 Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective February 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of reconciliation of common stock reflected in the condensed balance sheets | Gross proceeds $ 500,000,000 Less: Class A common stock issuance costs (26,652,125) Plus: Accretion of carrying value to redemption value 26,652,125 Class A common stock subject to possible redemption $ 500,000,000 |
Shedule of calculation of basic and diluted net income (loss) per common share | The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): December 31, 2021 Subject to redemption Not subject to redemption Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (729,236) $ (327,470) Denominator: Basic and diluted weighted average shares outstanding 28,476,821 12,787,748 Basic and diluted net loss per common share $ (0.03) $ (0.03) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of net deferred tax assets | December 31, 2021 Deferred tax assets Startup organizational expenses $ 226,165 Unrealized gain on marketable securities (2,348) Total deferred tax assets 223,817 Valuation allowance (223,817) Deferred tax assets, net of valuation allowance $ — |
Income tax provision | December 31, 2021 Federal Current $ 2,416 Deferred (223,817) State and Local Current — Deferred — Change in valuation allowance 223,817 Income tax provision $ 2,416 |
Schedule of reconciliation of the federal income tax rate to the effective tax rate | December 31, 2021 Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit 0.00 % Valuation allowance (21.2) % Income tax provision (0.2) % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Summary of measured at fair value on a recurring basis | December 31, Description Level 2021 Assets: Marketable securities held in Trust Account 1 $ 500,125,470 |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS (Details) | Jul. 12, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)item$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from sale of Private Placement Shares | $ 14,500,000 | |||
Transaction Costs | $ 26,652,125 | $ 26,652,125 | 26,652,125 | |
Underwriting fees | 8,580,000 | 8,580,000 | 8,580,000 | |
Deferred underwriting fee payable | 17,500,000 | 17,500,000 | 17,500,000 | |
Other offering costs | 572,125 | 572,125 | 572,125 | |
Reimbursed fees | 1,420,000 | 1,420,000 | $ 1,420,000 | |
Working Capital | 3,972,512 | |||
Aggregate purchase price | 25,000 | 25,000 | ||
Condition for future business combination number of businesses minimum | item | 1 | |||
Investment of cash into Trust Account | $ 500,000,000 | |||
Condition for future business combination use of proceeds percentage | 80 | |||
Condition For Future Business Combination Threshold Percentage Ownership | 50 | |||
Redemption limit percentage without prior consent | 15 | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||
Redemption period upon closure | 10 days | |||
Maximum allowed dissolution expenses | $ 100,000 | |||
Cash | 3,337,050 | 3,337,050 | 3,337,050 | |
Franchise tax payable | 102,784 | 102,784 | 102,784 | |
Maximum borrowing capacity of related party promissory note | $ 500,000 | $ 500,000 | $ 500,000 | |
Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Shares | shares | 1,450,000 | 1,450,000 | 1,450,000 | |
Maximum | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Condition For Future Business Combination Threshold Net Tangible Assets | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | |
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | shares | 50,000,000 | 50,000,000 | ||
Purchase price, per unit | $ / shares | $ 10 | |||
Proceeds from issuance initial public offering | $ 500,000,000 | |||
Investment of cash into Trust Account | $ 500,000,000 | |||
Investments maximum maturity term | 185 days | |||
Fund working capital requirements in Trust Account | $ 1,000,000 | |||
Private Placement | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Shares | shares | 1,450,000 | 1,450,000 | 1,450,000 | |
Price of warrant | $ / shares | $ 10 | $ 10 | $ 10 | |
Proceeds from sale of Private Placement Shares | $ 14,500,000 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | shares | 5,000,000 | |||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Withdrawal from marketable securities held in trust account | $ 0 |
Unrecognized tax benefits | 0 |
Unrecognized tax benefits accrued for interest and penalties | $ 0 |
Statutory federal income tax rate | 21.00% |
Unrealized gain on marketable securities held in Trust Account | $ 7,793 |
Cash FDIC Insured Amount | 250,000 |
Offering costs | 26,652,125 |
Initial Public Offering | |
Offering costs | $ 26,652,125 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of common stock reflected in the condensed balance sheets (Details) | 11 Months Ended |
Dec. 31, 2021USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Gross proceeds | $ 500,000,000 |
Class A common stock issuance costs | (26,652,125) |
Accretion of carrying value to redemption value | 26,652,125 |
Class A common stock subject to possible redemption | $ 500,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net income (loss) per common share (Details) - USD ($) | 11 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | |
Allocation of net loss, as adjusted | $ (1,056,706) | $ (1,056,706) |
Class A Common Stock | Common Stock | ||
Allocation of net loss, as adjusted | $ 0 | |
Class A Common Stock Subject to Redemption | ||
Basic weighted average shares outstanding | 28,476,821 | |
Diluted weighted average shares outstanding | 28,476,821 | |
Basic net loss per common stock | $ (0.03) | |
Diluted net loss per common share | $ (0.03) | |
Class A Common Stock Subject to Redemption | Common Stock | ||
Allocation of net loss, as adjusted | $ (729,236) | |
Diluted weighted average shares outstanding | 28,476,821 | |
Basic net loss per common stock | $ (0.03) | |
Diluted net loss per common share | $ (0.03) | |
Class A Common Stock Not Subject to Redemption | ||
Basic weighted average shares outstanding | 12,787,748 | |
Diluted weighted average shares outstanding | 12,787,748 | |
Basic net loss per common stock | $ (0.03) | |
Diluted net loss per common share | $ (0.03) | |
Class A Common Stock Not Subject to Redemption | Common Stock | ||
Allocation of net loss, as adjusted | $ (327,470) | |
Basic weighted average shares outstanding | 12,787,748 | |
Diluted weighted average shares outstanding | 12,787,748 | |
Basic net loss per common stock | $ (0.03) | |
Diluted net loss per common share | $ (0.03) |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - $ / shares | Jul. 12, 2021 | Dec. 31, 2021 |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 50,000,000 | 50,000,000 |
Purchase price, per unit | $ 10 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 5,000,000 | |
Purchase price, per unit | $ 10 | |
Additional Shares issued to underwriters for exercise of option | 5,000,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) | 11 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Subsidiary, Sale of Stock [Line Items] | |
Aggregate purchase price | $ | $ 14,500,000 |
Private Placement Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants to purchase shares issued | shares | 1,450,000 |
Private Placement | Private Placement Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants to purchase shares issued | shares | 1,450,000 |
Price of warrants | $ / shares | $ 10 |
Aggregate purchase price | $ | $ 14,500,000 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 1 Months Ended | 11 Months Ended | ||||
Dec. 31, 2021USD ($) | Mar. 31, 2021USD ($)shares | Dec. 31, 2021USD ($) | Dec. 31, 2021D$ / shares | Jul. 07, 2021shares | Mar. 09, 2021shares | |
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | ||||
Over-allotment option | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Shares subject to forfeiture | 1,250,000 | |||||
Shares no longer subject to forfeiture | 0 | |||||
Founder Share Member | Sponsor | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 43,125,000 | |||||
Aggregate purchase price | $ | $ 25,000 | |||||
Aggregate number of shares owned | 12,500,000 | 28,750,000 | ||||
Shares subject to forfeiture | 14,375,000 | |||||
Number of shares surrender | 16,250,000 | |||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | Jul. 12, 2021 | Jul. 08, 2021 | Dec. 31, 2021 | Mar. 04, 2021 |
Related Party Transaction [Line Items] | ||||
Maximum borrowing capacity of related party promissory note | $ 500,000 | |||
Repayment of promissory note - related party | 500,000 | |||
Promissory Note with Related Party | ||||
Related Party Transaction [Line Items] | ||||
Maximum borrowing capacity of related party promissory note | $ 600,000 | |||
Repayment of promissory note - related party | $ 500,000 | |||
Administrative Support Agreement | ||||
Related Party Transaction [Line Items] | ||||
Expenses per month | $ 30,000 | |||
Expenses incurred and paid | 173,225 | |||
Related Party Loans | Working capital loans warrant | ||||
Related Party Transaction [Line Items] | ||||
Loan conversion agreement warrant | $ 1,500,000 | |||
Price of warrant | $ 10 | |||
Outstanding balance of loan | $ 0 |
COMMITMENTS (Details)
COMMITMENTS (Details) | 11 Months Ended | |
Dec. 31, 2021USD ($)$ / shares | Jul. 07, 2021item | |
COMMITMENTS | ||
Maximum number of demands for registration of securities | item | 3 | |
Deferred fee per unit | $ / shares | $ 0.35 | |
Aggregate deferred underwriting fee payable | $ 17,500,000 | |
Aggregate cash underwriting discount | 10,000,000 | |
Underwriters cash received | 8,580,000 | |
Reimbursed fees from underwriters | $ 1,420,000 | |
Cash underwriting discount per share | $ / shares | $ 0.20 | |
Legal fees | $ 92,441 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) | Dec. 31, 2021$ / sharesshares |
STOCKHOLDERS' EQUITY | |
Preferred shares, shares authorized | 1,000,000 |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Shares (Details) | 11 Months Ended |
Dec. 31, 2021Vote$ / sharesshares | |
Class A Common Stock | |
Class of Stock [Line Items] | |
Common shares, shares authorized (in shares) | 500,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common shares, votes per share | Vote | 1 |
Common shares, shares issued (in shares) | 1,450,000 |
Common shares, shares outstanding (in shares) | 1,450,000 |
Class A Common Stock Subject to Redemption | |
Class of Stock [Line Items] | |
Class A common stock subject to possible redemption, outstanding (in shares) | 50,000,000 |
Class B Common Stock | |
Class of Stock [Line Items] | |
Common shares, shares authorized (in shares) | 100,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common shares, votes per share | Vote | 1 |
Common shares, shares issued (in shares) | 12,500,000 |
Common shares, shares outstanding (in shares) | 12,500,000 |
Ratio to be applied to the stock in the conversion | 1 |
Aggregated shares issued upon converted basis (in percent) | 20.00% |
INCOME TAX - Net deferred tax a
INCOME TAX - Net deferred tax assets (Details) | Dec. 31, 2021USD ($) |
Net deferred tax assets | |
Startup organizational expenses | $ 226,165 |
Unrealized gain on marketable securities | (2,348) |
Total deferred tax assets | 223,817 |
Valuation allowance | (223,817) |
Deferred tax assets, net of valuation allowance | $ 0 |
INCOME TAX - Income tax provisi
INCOME TAX - Income tax provision (Details) | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Federal | |
Current | $ 2,416 |
Deferred | (223,817) |
State and Local | |
Current | 0 |
Deferred | 0 |
Change in valuation allowance | 223,817 |
Income tax provision | 2,416 |
change in the valuation allowance | $ 223,817 |
INCOME TAX - Schedule of reconc
INCOME TAX - Schedule of reconciliation of the federal income tax rate to the effective tax rate (Details) | 11 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Valuation allowance | (21.20%) |
Income tax provision | (0.20%) |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | Dec. 31, 2021USD ($) |
Assets: | |
Marketable securities held in Trust Account | $ 500,125,470 |
Level 1 | Recurring | |
Assets: | |
Marketable securities held in Trust Account | $ 500,125,470 |