AEON Biopharma (AEON) 10-K28 Mar 222021 FY Annual reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2021	Mar. 25, 2022	Jun. 30, 2021
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	001-40021
Entity Registrant Name	Priveterra Acquisition Corp.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3940478
Entity Address, Address Line One	300 SE 2nd Street, Suite 600
Entity Address, City or Town	Fort Lauderdale
Entity Address State Or Province	FL
Entity Address, Postal Zip Code	33301
City Area Code	754
Local Phone Number	220-9229
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
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
Auditor Name	WithumSmith+Brown, PC
Auditor Firm ID	100
Auditor Location	Princeton, NJ, USA
Entity Public Float			$ 332.6
Entity Central Index Key	0001837607
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	PMGM
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		27,600,000
Redeemable Warrants Exercisable For Class Common Stock
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	PMGMW
Security Exchange Name	NASDAQ
One-third of Redeemable Warrants Exercisable For Class Common Stock
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
Trading Symbol	PMGMU
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,900,000

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 497,412
Prepaid assets	337,812
Total Current Assets	835,224
Prepaid assets - non-current	34,619
Deferred offering costs		$ 81,000
Investments held in Trust Account	276,079,687
Total Assets	276,949,530	81,000
Current liabilities:
Accounts payable and accrued expenses	634,585	21,000
Franchise tax payable	200,000
Promissory note - related party		38,588
Total current liabilities	834,585	59,588
Warrant liability	7,384,800
Deferred underwriters' discount	9,660,000
Total liabilities	17,879,385	59,588
Commitments and Contingencies
Class A common stock subject to possible redemption, 27,600,000 and 0 shares as of December 31, 2021 and 2020, at redemption value of $10.00, respectively	276,000,000
Stockholders' (Deficit) Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding	0	0
Additional paid-in capital	32,000	24,310
Accumulated deficit	(16,962,545)	(3,588)
Total stockholders' (deficit) equity	(16,929,855)	21,412
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' (Deficit) Equity	276,949,530	81,000
Class A Common Stock
Current liabilities:
Class A common stock subject to possible redemption, 27,600,000 and 0 shares as of December 31, 2021 and 2020, at redemption value of $10.00, respectively	276,000,000
Class B Common Stock
Stockholders' (Deficit) Equity:
Common stock	$ 690	$ 690

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	280,000,000	280,000,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class A Common Stock Subject to Redemption
Temporary equity, shares issued	27,600,000	0
Temporary equity, shares outstanding	27,600,000	0
Purchase price, per unit	$ 10	$ 10
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000	20,000,000
Common shares, shares issued	6,900,000	6,900,000
Common shares, shares outstanding	6,900,000	6,900,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	1 Months Ended	12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Formation and operating costs	$ 3,588	$ 1,935,943
Loss from operations	(3,588)	(1,935,943)
Other income/(expense)
Unrealized gain on change in fair value of warrants		10,712,133
Offering costs allocated to warrant liabilities		(655,046)
Interest earned on investments held in Trust Account		79,687
Total other income, net		10,136,774
Net Income (Loss)	$ (3,588)	$ 8,200,831
Class A Common Stock Subject to Redemption
Other income/(expense)
Basic weighted average shares outstanding		24,499,726
Diluted weighted average shares outstanding		24,499,726
Basic net income (loss) per share		$ 0.26
Diluted net income (loss) per share		$ 0.26
Class B Common Stock
Other income/(expense)
Basic weighted average shares outstanding	6,000,000	6,806,301
Diluted weighted average shares outstanding	6,000,000	6,806,301
Basic net income (loss) per share	$ 0	$ 0.26
Diluted net income (loss) per share	$ 0	$ 0.26

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($)	Class B Common StockCommon Stock	Additional Paid-In Capital	Retained Earnings	Total
Balance at the beginning at Nov. 17, 2020		$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Class B common stock issued to initial stockholders	$ 690	24,310	0	$ 25,000
Class B common stock issued to initial stockholders (in shares)	6,900,000
Net income (loss)		0	(3,588)	(3,588)
Balance at the end at Dec. 31, 2020	$ 690	24,310	(3,588)	21,412
Balance at the end (in shares) at Dec. 31, 2020	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Excess cash over fair value for Private Placement Warrants		1,199,067	0	1,199,067
Accretion of Class A common stock to redemption value		(1,223,377)	(25,159,788)	(26,383,165)
Excess cash received over the fair value of the converted working capital loan		32,000	0	32,000
Net income (loss)		0	8,200,831	8,200,831
Balance at the end at Dec. 31, 2021	$ 690	$ 32,000	$ (16,962,545)	$ (16,929,855)
Balance at the end (in shares) at Dec. 31, 2021	6,900,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	1 Months Ended	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (3,588)	$ 8,200,831
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on investments held in Trust Account		(79,687)
Unrealized gain on change in fair value of warrants		(10,712,133)
Offering costs allocated to warrant liabilities		655,046
Changes in operating assets and liabilities:
Prepaid assets		(372,430)
Franchise tax payable		200,000
Accrued expenses	3,588	613,585
Net cash used in operating activities		(1,494,788)
Cash Flows from Investing Activities:
Principal invested into Trust account		(276,000,000)
Net cash used in investing activities		(276,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriter fee		270,480,000
Offering costs		(369,212)
Proceeds from issuance of Private Placement Warrants		7,820,000
Proceeds from working capital loans		100,000
Borrowing from promissory note		35,192
Repayment of promissory note		(73,780)
Net cash provided by financing activities		277,992,200
Net Change in Cash		497,412
Cash, end of period		497,412
Supplemental Disclosure of Non-cash Financing Activities:
Deferred underwriters' discount payable		9,660,000
Conversion of Working Capital Loans to Private Placement Warrants		100,000
Accretion of redeemable common stock		$ 26,383,165
Deferred offering costs paid by Sponsor in exchange for issuance of common stock	25,000
Deferred offering costs paid by promissory note	35,000
Accrued deferred offering costs	$ 81,000

ORGANIZATION AND BUSINESS OPERA

ORGANIZATION AND BUSINESS OPERATION	12 Months Ended
ORGANIZATION AND BUSINESS OPERATION	Dec. 31, 2021
ORGANIZATION AND BUSINESS OPERATION
ORGANIZATION AND BUSINESS OPERATION	NOTE 1. ORGANIZATION AND BUSINESS OPERATION Organization and General Priveterra Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on November 17, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from November 17, 2020, the Company’s inception, through December 31, 2021, relates to the Company’s formation and the initial public offering (“IPO”), described below, and identifying a target company for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO and unrealized gains and losses on the change in fair value of it warrants. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Priveterra Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on February 8, 2021 (the “Effective Date”). On February 11, 2021, the Company consummated an IPO of 27,600,000 units at $10.00 per unit (the “Units”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,213,333 warrants (the “Private Placement Warrants”), at a price of $1.50 per warrant, which is discussed in Note 4. Each warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, generating gross proceeds of $7,820,000. Transaction costs of the IPO amounted to $15,630,212 consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees, and $450,212 of other offering costs. Of the transaction costs, $655,046 is included in offering costs on the statements of operations and $14,975,165 is included in equity. Trust Account Following the closing of the IPO on February 11, 2021, $276,000,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations, if any, the proceeds from the Company’s IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company does not complete an initial Business Combination within 24 months from the closing of the IPO, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial business combination within 24 months from the closing of the IPO or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period. Liquidation The Company will have 24 months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Company’s IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity and Capital Resources The Company’s liquidity needs up to February 11, 2021, the date of the IPO, had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loans under an unsecured promissory note from the Sponsor of $73,295 (see Note 5). In order to finance transaction costs in connection with a 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 (see Note 5). The Company's IPO was on February 11, 2021. As of December 31, 2021, the Company had $497,412 in its operating bank account, and working capital of $200,639 (excluding taxes payable which is funded by earnings from the Trust Account). Going Concern The Company has approximately $497,000 $835,000

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	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 U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and 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 had approximately $497,412 in cash and did not have any cash equivalents as of December 31, 2021. At December 31, 2020 the Company had no cash or cash equivalents. Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to temporary equity or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of December 31, 2021, offering costs totaling $15,630,212 (consisting of $5,220,000 of underwriting discount, $9,660,000 of deferred underwriting discount, and $450,212 of other offering costs) were recognized with $655,046 which was allocated to the Public Warrants and Private Warrants, included in the statement of operations and $14,975,166 included in temporary equity. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ (deficit) equity section of the Company’s balance sheets. As of December 31, 2021, the common stock reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 276,000,000 Less: Proceeds allocated to Public Warrants (11,408,000) Class A common stock issuance costs (14,975,165) Plus: Accretion of carrying value to redemption value 26,383,165 Class A common stock subject to possible redemption $ 276,000,000 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 common stock outstanding for the period. The Company has two classes of common shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. Private and public warrants to purchase 14,480,000 Class A common stock at $11.50 per share were issued on February 8, 2021. No warrants were exercised during the year ended December 31, 2021. The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company As a result, diluted net income per common share is the same as basic net income per common share for the periods. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. Below is a reconciliation of the net income per share of common stock: For the period from November 17, 2020 For the year ended (Inception) through December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss) $ 6,417,873 $ 1,782,958 $ — $ (3,588) Denominator Weighted-average shares outstanding 24,499,726 6,806,301 — 6,900,000 Basic and diluted net income (loss) per common share $ 0.26 $ 0.26 $ — $ (0.00) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature, other than the derivative warrant liability. 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”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● ● ● Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The deferred taxes were de minimums as of December 31, 2021 and 2020. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in the Company’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only significant tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry 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 company, 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. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt --Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s 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 accompanying financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
INITIAL PUBLIC OFFERING	Dec. 31, 2021
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On February 11, 2021, the Company sold 27,600,000 Units, at a purchase price of $ 10.00 per Unit, which includes the full exercise by the underwriters of their option to purchase an additional 3,600,000 Units at $10.00 per Unit. Each Unit was sold at $10.00 and consisted of one share of Class A common stock, and one The Company paid underwriting fees at the closing of the IPO of $5,520,000. As of February 11, 2021 an additional fee of $9,660,000 (see Note 6) was deferred and will become payable upon the Company’s completion of an initial Business Combination. The deferred portion of the fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. Warrants — The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) 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 common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may call the warrants for redemption for cash: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days 30-day ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination as described elsewhere in the IPO) for any 20 trading days within a 30-trading day period ending three ● if the last sale price of our Class A common stock is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms (except as described above with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above.

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
PRIVATE PLACEMENT	Dec. 31, 2021
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,213,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,820,000. Each Private Placement Warrant was identical to the Public Warrants sold in the IPO, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, and (iii) may be exercised by the holders on a cashless basis. The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and public shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time) from the closing of the Company’s IPO on February 11, 2021 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time) from the closing of the Company’s IPO on February 11, 2021. In addition, the Company’s Sponsor has agreed to vote any founder shares held by them and any public shares purchased during or after the Company’s IPO (including in open market and privately negotiated transactions) in favor of the Company’s initial Business Combination.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 17, 2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B common stock, par value $0.0001 (the “Founder Shares). On February 8, 2021, as part of an upsizing of the IPO, the Company effected a stock split in which each issued share of Class B Common Stock that was outstanding was converted into one and two tenths shares of Class B common stock, resulting in an aggregate of 6,900,000 shares of Class B common stock issued and outstanding The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A common stock issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their common stock for cash, securities or other property (the “lock-up”). Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after the initial Business Combination, the founder shares will be released from the lockup. Promissory Note – Related Party On December 17, 2020, the Sponsor agreed to loan the Company up to $75,000 to be used for a portion of the expenses of the IPO. On January 13, 2021, the Sponsor agreed to loan the Company up to an additional $50,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and were due at the earlier of March 31, 2021 or the closing of the IPO. The loan was repaid upon the closing of the IPO out of the offering proceeds. As of December 31, 2021 and 2020, the Company had $0 and $38,588 borrowings under the promissory note, respectively. Additionally, this note is no longer available to the Company. Working Capital Loans 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 the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial 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 from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants at a price of $1.50 per warrant at the option of the lender (the “Working Capital Warrants”). Such warrants would be identical to the Private Placement Warrants. In June 2021 the Company had $100,000 of Working Capital Loans outstanding which were converted into 66,667 Working Capital Warrants. As of December 31, 2021 and 2020, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee The Company has agreed, commencing on February 8, 2021, to pay up to $25,000 per month for administrative and other services, of which $10,000 per month will be paid to the Sponsor for office space and administrative services provided to members of the management team and up to $15,000 will be used to compensate the Company’s Chief Operating Officer and Chief Financial Officer and Chief Legal Officer and Secretary for a portion of their time spent on the Company’s affairs. Upon completion of the Company’s Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2021, $266,964 was recognized in the statements of operations and has been paid. For the period from November 17, 2020 (inception) through December 31, 2020, the Company did not incur any fees for these services.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2021
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Underwriters Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Registration Rights The holders of the founder shares, Private Placement Warrants, and 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 to be signed in connection with the Company’s IPO. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company.

STOCKHOLDERS' (DEFICIT) EQUITY

STOCKHOLDERS' (DEFICIT) EQUITY	12 Months Ended
STOCKHOLDERS' (DEFICIT) EQUITY	Dec. 31, 2021
STOCKHOLDERS' (DEFICIT) EQUITY
STOCKHOLDERS' (DEFICIT) EQUITY	NOTE 7. STOCKHOLDERS’ (DEFICIT) EQUITY Preferred Stock — Class A Common Stock— Class B Common Stock — Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware state law or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A common stock outstanding after such conversion (after giving effect to any redemptions of Class A common stock by public stockholders), including the total number of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A common stock or equity-linked securities exercisable for or convertible into Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

INCOME TAX

INCOME TAX	12 Months Ended
INCOME TAX	Dec. 31, 2021
INCOME TAX
INCOME TAX	NOTE 8. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, 2021 2020 Deferred tax asset Net operating loss carryforward $ 25,360 $ — Startup costs 364,454 — Total deferred tax asset 389,814 — Valuation allowance (389,814) — Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: December 31, 2021 2020 Federal Current $ — $ — Deferred (389,814) — State Current $ — $ — Deferred — — Change in valuation allowance 389,814 — Income tax provision $ — $ — As of December 31, 2021 and 2020, the Company had $120,763 and $0 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 year ended December 31, 2021 and for the period from November 17, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $389,814 and $0, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 is as follows: December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % Offering costs 1.7 % 0.0 % Change in fair value of warrant liability (27.4) % 0.0 % Valuation allowance 4.7 % (21.0) % Income tax provision 0.0 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

RECURRING FAIR VALUE MEASUREMEN

RECURRING FAIR VALUE MEASUREMENTS	12 Months Ended
RECURRING FAIR VALUE MEASUREMENTS	Dec. 31, 2021
RECURRING FAIR VALUE MEASUREMENTS
RECURRING FAIR VALUE MEASUREMENTS	NOTE 9. RECURRING FAIR VALUE MEASUREMENTS At December 31, 2021, the Company’s warrant liability was valued at $7,384,800. Under the guidance in ASC 815-40 the Warrants do not meet the criteria for equity treatment. As such, the Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company’s warrant liability for the Private Placement Warrants is based on a valuation model utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. The fair value of the Private Warrant liability classified within Level 3 of the fair value hierarchy. The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. Substantially all of the Company’s trust assets on the balance sheet consist of U. S. Treasury Securities which are classified as cash equivalents. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 276,079,687 $ — $ — Liabilities: Private Placement Warrants $ — $ — $ 2,692,800 Public Warrants $ 4,692,000 $ — $ — (1) Matures January 6, 2022. Measurement The Company established the initial fair value for the Warrants on February 11, 2021, the date of the consummation of the Company’s IPO using a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. The Warrants were initially classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs. In April 2021, the Public Warrants began trading in the open market and were reclassified to Level 1. On December 31, 2021 the fair value was remeasured. At December 31, 2021, the Company used a modified Black-Scholes model to value the Private Placement Warrants. The Private Placement Warrants were classified within Level 3 of the fair value hierarchy at the measurement date due to the use of unobservable inputs. The Company’s Private Placement Warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The key inputs into the valuation models was as follows: February 11, 2021 December 31, (initial Input 2021 measurement date) Risk-free interest rate 1.26 % 0.46 % Expected term (years) 5.0 5.0 Expected volatility 10.50 % 23.0 % Dividend rate 0.0 % 0.00 % Exercise price $ 11.50 $ 11.50 The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our assets and liabilities classified as level 3 for the period ended December 31, 2021. Fair value at issuance February 11, 2021 $ 18,028,933 Public Warrants reclassified to level 1(1) (9,200,000) Issuance of Private Placement Warrants upon conversion of Working Capital Loans 68,000 Change in fair value (6,204,133) Fair Value at December 31, 2021 2,692,800 (1)

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. 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 additional subsequent events that would have required adjustment or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and 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 had approximately $497,412 in cash and did not have any cash equivalents as of December 31, 2021. At December 31, 2020 the Company had no cash or cash equivalents.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to temporary equity or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of December 31, 2021, offering costs totaling $15,630,212 (consisting of $5,220,000 of underwriting discount, $9,660,000 of deferred underwriting discount, and $450,212 of other offering costs) were recognized with $655,046 which was allocated to the Public Warrants and Private Warrants, included in the statement of operations and $14,975,166 included in temporary equity.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ (deficit) equity section of the Company’s balance sheets. As of December 31, 2021, the common stock reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 276,000,000 Less: Proceeds allocated to Public Warrants (11,408,000) Class A common stock issuance costs (14,975,165) Plus: Accretion of carrying value to redemption value 26,383,165 Class A common stock subject to possible redemption $ 276,000,000
Net Income (Loss) Per Common Share	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 common stock outstanding for the period. The Company has two classes of common shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. Private and public warrants to purchase 14,480,000 Class A common stock at $11.50 per share were issued on February 8, 2021. No warrants were exercised during the year ended December 31, 2021. The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company As a result, diluted net income per common share is the same as basic net income per common share for the periods. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. Below is a reconciliation of the net income per share of common stock: For the period from November 17, 2020 For the year ended (Inception) through December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss) $ 6,417,873 $ 1,782,958 $ — $ (3,588) Denominator Weighted-average shares outstanding 24,499,726 6,806,301 — 6,900,000 Basic and diluted net income (loss) per common share $ 0.26 $ 0.26 $ — $ (0.00)
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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature, other than the derivative warrant liability. 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”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● ● ●
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The deferred taxes were de minimums as of December 31, 2021 and 2020. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in the Company’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only significant tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Risks and Uncertainties	Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry 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 company, 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt --Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s 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 accompanying financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of reconciliation of common stock	Gross proceeds from IPO $ 276,000,000 Less: Proceeds allocated to Public Warrants (11,408,000) Class A common stock issuance costs (14,975,165) Plus: Accretion of carrying value to redemption value 26,383,165 Class A common stock subject to possible redemption $ 276,000,000
Schedule of reconciliation of the net income per share of common stock	For the period from November 17, 2020 For the year ended (Inception) through December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss) $ 6,417,873 $ 1,782,958 $ — $ (3,588) Denominator Weighted-average shares outstanding 24,499,726 6,806,301 — 6,900,000 Basic and diluted net income (loss) per common share $ 0.26 $ 0.26 $ — $ (0.00)

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
INCOME TAX (Tables)	Dec. 31, 2021
INCOME TAX
Summary of significant components of the Company's deferred tax assets	The Company’s net deferred tax assets are as follows: December 31, 2021 2020 Deferred tax asset Net operating loss carryforward $ 25,360 $ — Startup costs 364,454 — Total deferred tax asset 389,814 — Valuation allowance (389,814) — Deferred tax asset, net of allowance $ — $ —
Income tax provision	The income tax provision consists of the following: December 31, 2021 2020 Federal Current $ — $ — Deferred (389,814) — State Current $ — $ — Deferred — — Change in valuation allowance 389,814 — Income tax provision $ — $ —
Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 is as follows: December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % Offering costs 1.7 % 0.0 % Change in fair value of warrant liability (27.4) % 0.0 % Valuation allowance 4.7 % (21.0) % Income tax provision 0.0 % 0.0 %

RECURRING FAIR VALUE MEASUREM_2

RECURRING FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
RECURRING FAIR VALUE MEASUREMENTS (Tables)	Dec. 31, 2021
RECURRING FAIR VALUE MEASUREMENTS
Schedule of Company's financial assets and liabilities that were accounted for at fair value on a recurring basis	Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 276,079,687 $ — $ — Liabilities: Private Placement Warrants $ — $ — $ 2,692,800 Public Warrants $ 4,692,000 $ — $ — (1) Matures January 6, 2022.
Schedule of key inputs	February 11, 2021 December 31, (initial Input 2021 measurement date) Risk-free interest rate 1.26 % 0.46 % Expected term (years) 5.0 5.0 Expected volatility 10.50 % 23.0 % Dividend rate 0.0 % 0.00 % Exercise price $ 11.50 $ 11.50
Schedule of changes in the fair value of warrant liabilities	Fair value at issuance February 11, 2021 $ 18,028,933 Public Warrants reclassified to level 1(1) (9,200,000) Issuance of Private Placement Warrants upon conversion of Working Capital Loans 68,000 Change in fair value (6,204,133) Fair Value at December 31, 2021 2,692,800 (1)

ORGANIZATION AND BUSINESS OPE_2

ORGANIZATION AND BUSINESS OPERATION (Details)	Feb. 11, 2021USD ($)$ / sharesshares	Dec. 31, 2021USD ($)item$ / sharesshares	Dec. 31, 2020USD ($)
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering		$ 276,000,000
Proceeds from issuance of Private Placement Warrants		7,820,000
Offering Costs		15,630,212
Underwriting fees		5,520,000
Deferred underwriting fee payable		9,660,000
Other offering costs		450,212
Transaction cost included in operation statement		655,046
Transaction costs included in equity statement		$ 14,975,165
Condition for future business combination number of businesses minimum \| item		1
Condition for future business combination use of proceeds percentage		10
Redemption limit percentage without prior consent		100,000
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100.00%
Threshold period from the closing of the Proposed Public Offering to consummate an initial Business Combination after extension		24 months
Cash operating bank account		$ 497,412
Working capital		$ 200,639
Investments Maximum Maturity Term		185 days
Cash held outside the Trust Account		$ 497,412
Current liabilities		$ 834,585	$ 59,588
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of 27,600,000 Units on February 11, 2021, net of warrant fair value (in shares) \| shares	27,600,000
Purchase price, per unit \| $ / shares	$ 10	$ 10
Proceeds from issuance initial public offering	$ 276,000,000
Offering Costs		$ 15,630,212
Underwriting fees	5,520,000	5,220,000
Deferred underwriting fee payable	9,660,000	9,660,000
Other offering costs		450,212
Payments for investment of cash in Trust Account	$ 276,000,000
Condition for future business combination threshold Net Tangible Assets		$ 5,000,001
Initial Public Offering \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrant \| $ / shares		$ 1.50
Private placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares		5,213,333
Price of warrant \| $ / shares		$ 11.50
Proceeds from issuance of Private Placement Warrants		$ 7,820,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of 27,600,000 Units on February 11, 2021, net of warrant fair value (in shares) \| shares	3,600,000
Purchase price, per unit \| $ / shares	$ 10
Proceeds from issuance initial public offering	$ 10
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrant \| $ / shares		$ 1.50
Maximum \| Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares		$ 10.10
Sponsor
Subsidiary, Sale of Stock [Line Items]
Promissory note - Related party	73,295
Consideration received	$ 25,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Feb. 11, 2021	Feb. 08, 2021	Dec. 31, 2020
Cash equivalents	$ 497,412			$ 0
Offering costs	15,630,212
Underwriting fees	5,520,000
Deferred underwriting fee payable	9,660,000
Other offering costs	450,212
Transaction Costs Other	655,046
Federal depository insurance coverage	$ 250,000
Number of warrants exercised	0
Unrecognized tax benefits	$ 0			0
Unrecognized tax benefits accrued for interest and penalties	$ 0			$ 0
Maturity term of U.S government securities	185 days
Class A Common Stock
Number of warrants to purchase shares issued			14,480,000
Exercise price of warrants			$ 11.50
Initial Public Offering
Offering costs	$ 15,630,212
Underwriting fees	5,220,000	$ 5,520,000
Deferred underwriting fee payable	9,660,000	$ 9,660,000
Other offering costs	450,212
Transaction Costs Other	655,046
Offering costs	$ 14,975,166

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of common stock (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds from IPO	$ 276,000,000
Proceeds allocated to Public Warrants	(11,408,000)
Class A common stock issuance costs	(14,975,165)
Accretion of carrying value to redemption value	26,383,165
Class A common stock subject to possible redemption	$ 276,000,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of the net income per share of common stock (Details) - USD ($)	1 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Class A Common Stock \| Common Stock
Numerator:
Allocation of net income (loss)		$ 6,417,873
Denominator
Weighted-average shares outstanding, Basic		24,499,726
Weighted-average shares outstanding, Diluted		24,499,726
Net income (loss), Basic		$ 0.26
Net income (loss), Diluted		$ 0.26
Class B Common Stock
Denominator
Weighted-average shares outstanding, Basic	6,000,000	6,806,301
Weighted-average shares outstanding, Diluted	6,000,000	6,806,301
Net income (loss), Basic	$ 0	$ 0.26
Net income (loss), Diluted	$ 0	$ 0.26
Class B Common Stock \| Common Stock
Numerator:
Allocation of net income (loss)	$ (3,588)	$ 1,782,958
Denominator
Weighted-average shares outstanding, Basic	6,900,000	6,806,301
Weighted-average shares outstanding, Diluted	6,900,000	6,806,301
Net income (loss), Basic	$ 0	$ 0.26
Net income (loss), Diluted	$ 0	$ 0.26

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)	Feb. 11, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Underwriting fees		$ 5,520,000
Deferred underwriting fee payable		$ 9,660,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	27,600,000
Purchase price, per unit	$ 10	$ 10
Underwriting fees	$ 5,520,000	$ 5,220,000
Deferred underwriting fee payable	$ 9,660,000	$ 9,660,000
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit	$ 10
Number of shares in a unit	1
Number of warrants in a unit	0.33
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Warrant exercise period condition one	30 days
Warrant exercise period condition two	12 months
Public Warrants expiration term	5 years
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	3,600,000
Purchase price, per unit	$ 10

INITIAL PUBLIC OFFERING - Warra

INITIAL PUBLIC OFFERING - Warrants (Details) - $ / shares	12 Months Ended
INITIAL PUBLIC OFFERING - Warrants (Details) - $ / shares	Dec. 31, 2021	Feb. 08, 2021
Class A Common Stock
Class of Warrant or Right [Line Items]
Exercise price of warrants		$ 11.50
Warrant
Class of Warrant or Right [Line Items]
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Warrant \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180.00%
Maximum period after business combination in which to file registration statement	15 days
Period of time within which registration statement is expected to become effective	60 days
Redemption price per public warrant (in dollars per share)	$ 0.01
Threshold number of business days before sending notice of redemption to warrant holders	30 days
Redemption period	30 days
Trading period after business combination used to measure dilution of warrant	20 days
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	3 days
Share price trigger used to measure dilution of warrant	$ 18
Private Placement Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Share price trigger used to measure dilution of warrant	18
Public Warrants \| Class A Common Stock
Class of Warrant or Right [Line Items]
Share Price	$ 9.20
Percentage of gross proceeds on total equity proceeds	60.00%
Threshold consecutive trading days for redemption of public warrants	20
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Share Price	$ 9.20
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	115.00%
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Warrant exercise period condition one	12 months
Warrant exercise period condition two	30 days
Public Warrants expiration term	5 years

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details)	12 Months Ended
PRIVATE PLACEMENT (Details)	Dec. 31, 2021USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price \| $	$ 7,820,000
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)	100.00%
Threshold period from the closing of the Proposed Public Offering to consummate an initial Business Combination	18 months
Threshold period from the closing of the Proposed Public Offering to consummate an initial Business Combination after extension	24 months
Advance notice prior to the applicable deadline affiliates or designees must deposit into the Trust Account	30 days
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrants \| $ / shares	$ 1.50
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued \| shares	5,213,333
Price of warrants \| $ / shares	$ 11.50
Aggregate purchase price \| $	$ 7,820,000

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Feb. 11, 2021USD ($)	Dec. 17, 2020USD ($)$ / sharesshares	Dec. 31, 2021USD ($)$ / sharesshares	Feb. 08, 2021shares	Dec. 31, 2020shares
Class B Common Stock
Related Party Transaction [Line Items]
Common shares, shares issued			6,900,000	6,900,000	6,900,000
Common Stock, Shares, Outstanding			6,900,000	6,900,000	6,900,000
Sponsor
Related Party Transaction [Line Items]
Consideration received \| $	$ 25,000
Founder shares \| Sponsor \| Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued		5,750,000
Consideration received \| $		$ 25,000
Shares are no longer subject to forfeiture				900,000
Aggregate number of shares owned		0.0001
Price of warrants \| $ / shares		$ 0.004
Shares subject to forfeiture				900,000
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 \| $			20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| $			30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			180 days

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	Feb. 08, 2021	Jan. 13, 2021	Dec. 31, 2021	Jun. 30, 2021	Feb. 11, 2021	Dec. 31, 2020	Dec. 17, 2020
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			$ 266,964
Sponsor
Related Party Transaction [Line Items]
Promissory note - Related party					$ 73,295
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note							$ 75,000
Repayment of promissory note - related party		$ 50,000
Promissory note - Related party			0			$ 38,588
Working Capital Loans
Related Party Transaction [Line Items]
Working capital loans			$ 0			$ 0
Price of warrant			$ 1.50
Maximum loans convertible into warrants			$ 1,500,000
Working Capital Loans \| Warrants
Related Party Transaction [Line Items]
Working capital loans				$ 100,000
Loan conversion agreement warrant				66,667
Administrative Service Fee
Related Party Transaction [Line Items]
Outstanding balance of related party note	$ 15,000
Expenses per month	$ 25,000		$ 10,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	Dec. 31, 2021USD ($)item$ / shares
COMMITMENTS AND CONTINGENCIES
Deferred fee per unit \| $ / shares	$ 0.35
Deferred underwriting fee payable \| $	$ 9,660,000
Maximum number of demands for registration of securities \| item	3

STOCKHOLDERS' (DEFICIT) EQUITY

STOCKHOLDERS' (DEFICIT) EQUITY - Preferred Stock Shares (Details) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
STOCKHOLDERS' (DEFICIT) EQUITY
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

STOCKHOLDERS' (DEFICIT) EQUIT_2

STOCKHOLDERS' (DEFICIT) EQUITY - Common Stock Shares (Details)	12 Months Ended
	Dec. 31, 2021Vote$ / sharesshares	Feb. 08, 2021shares	Dec. 31, 2020$ / sharesshares
Class of Stock [Line Items]
Aggregated shares issued upon converted basis (in percent)	1.00%
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	280,000,000		280,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001
Common shares, shares issued (in shares)	0		0
Common shares, shares outstanding (in shares)	0		0
Ratio to be applied to the stock in the conversion	20.00%
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, issued (in shares)	27,600,000		0
Class A common stock subject to possible redemption, outstanding (in shares)	27,600,000		0
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000		20,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001
Common shares, votes per share \| Vote	1
Common shares, shares issued (in shares)	6,900,000	6,900,000	6,900,000
Common shares, shares outstanding (in shares)	6,900,000	6,900,000	6,900,000
Ratio to be applied to the stock in the conversion	20.00%

INCOME TAX - Schedule of Net De

INCOME TAX - Schedule of Net Deferred Tax Asset (Details)	Dec. 31, 2021USD ($)
Deferred Tax Assets, Net of Valuation Allowance [Abstract]
Net operating loss carryforward	$ 25,360
Startup costs	364,454
Total deferred tax asset	389,814
Valuation allowance	$ (389,814)

INCOME TAX - Schedule of Income

INCOME TAX - Schedule of Income Tax Provision (Details)	12 Months Ended
INCOME TAX - Schedule of Income Tax Provision (Details)	Dec. 31, 2021USD ($)
Federal
Deferred	$ (389,814)
State
Change in valuation allowance	$ 389,814

INCOME TAX - Deferred Tax (Deta

INCOME TAX - Deferred Tax (Details) - USD ($)	1 Months Ended	12 Months Ended
INCOME TAX - Deferred Tax (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Change in the valuation allowance	$ 0	$ 389,814
U.S Federal and State
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	$ 0	$ 120,763

INCOME TAX - Federal Income Tax

INCOME TAX - Federal Income Tax Rate (Details)	1 Months Ended	12 Months Ended
INCOME TAX - Federal Income Tax Rate (Details)	Dec. 31, 2020	Dec. 31, 2021
INCOME TAX
Statutory federal income tax rate (in percent)	21.00%	21.00%
Offering costs (in percent)	0.00%	1.70%
Change in fair value of warrant liability (in percent)	0.00%	(27.40%)
Valuation allowance (in percent)	(21.00%)	4.70%
Income tax provision (in percent)	0.00%	0.00%

RECURRING FAIR VALUE MEASUREM_3

RECURRING FAIR VALUE MEASUREMENTS (Details)	Dec. 31, 2021USD ($)
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability	$ 7,384,800
Level 1 \| Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability	4,692,000
Level 1 \| U.S. Treasury Securities
Assets:
Investments held in Trust Account	276,079,687
Level 3 \| Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability	$ 2,692,800

RECURRING FAIR VALUE MEASUREM_4

RECURRING FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details)	Dec. 31, 2021$ / sharesUSD ($)	Feb. 11, 2021
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input	1.26	0.46
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input	5	5
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input	10.50	23
Dividend rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input	0	0
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input	11.50	11.50

RECURRING FAIR VALUE MEASUREM_5

RECURRING FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3	11 Months Ended
	Dec. 31, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at, Beginning balance	$ 18,028,933
Public Warrants reclassified to level 1	(9,200,000)
Issuance of Private Placement Warrants upon conversion of Working Capital Loans	68,000
Change in fair value	(6,204,133)
Fair value at, Ending balance	$ 2,692,800