0001104659-22-109872 | S-4 | XBRL Viewer | Kins Technology Group INC

Document and Entity Information	6 Months Ended
Jun. 30, 2022
Document and Entity Information
Document Type	S-4
Entity Registrant Name	KINS TECHNOLOGY GROUP INC.
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001820875
Amendment Flag	false

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 17, 2020	Jul. 19, 2020
Current assets
Cash	$ 189,147		$ 406,126			$ 1,019,026
Prepaid expenses	29,750		126,667			456,634
Total current assets	218,897		532,793			1,475,660
Cash and investments held in trust account	9,528,176		278,836,080			278,767,785
TOTAL ASSETS	9,747,073		279,368,873			280,243,445
Current liabilities
Accrued expenses	997,826		767,253			194,699
Income taxes payable	22,866
Accrued offering costs						17,579
Total current liabilities	1,020,692		767,253			212,278
Derivative liabilities	2,648,800		11,275,369			21,912,800
Deferred underwriting fee payable	0		9,660,000			9,660,000	$ 9,660,000
TOTAL LIABILITIES	3,669,492		21,702,622			31,785,078
Commitments and Contingencies
Stockholders' Deficit
Preferred stock, $0.0001 par value; 2,000,000 shares authorized; none issued or outstanding	0		0			0
Additional paid-in capital	0		0			0
Accumulated deficit	(3,397,818)		(21,094,439)			(30,302,323)
Total Stockholders' Deficit	(3,397,128)	$ (13,225,580)	(21,093,749)	$ (29,286,164)	$ (24,391,902)	(30,301,633)		$ 0
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT	9,747,073		279,368,873			280,243,445
Class A Common Stock Subject to Redemption
Current liabilities
Class A common stock subject to possible redemption 938,090 and 27,600,000 shares at $10.10 per share redemption value as of June 30, 2022 and December 31, 2021, respectively	9,474,709		278,760,000			278,760,000
Class B Common Stock
Stockholders' Deficit
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding at June 30, 2022 and December 31, 2021	$ 690		$ 690			$ 690

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	2 Months Ended	3 Months Ended				5 Months Ended		6 Months Ended		12 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Sep. 30, 2020	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Operating and formation costs		$ 301,733		$ 327,104			$ 252,783	$ 624,985	$ 724,309	$ 1,497,914
Loss from operations		(301,733)		(327,104)			(252,783)	(624,985)	(724,309)	(1,497,914)
Other income (expense):
Interest earned on cash and investments held in trust account		277,558		8,022				300,882	54,134
Interest income - bank		8		20			13	16	44	72
Gain on waiver of deferred underwriting fee		9,660,000						9,660,000
Change in fair value of derivative liabilities		458,480		(4,575,200)			(3,371,200)	8,626,569	54,134	10,637,431
Transaction costs allocated to derivative warrant liabilities							(468,315)
Total other income (expense), net		10,396,046		(4,567,158)			(3,831,717)	18,587,467	1,739,778	10,705,798
Income before provision for income taxes		10,094,313		(4,894,262)				17,962,482	1,015,469
Provision for income taxes		(22,866)						(22,866)
Net income (loss)		$ 10,071,447	$ 7,868,169	$ (4,894,262)	$ 5,909,731		$ (4,084,500)	$ 17,939,616	$ 1,015,469	$ 9,207,884
Class A Common Stock
Other income (expense):
Weighted Average Number of Shares Outstanding, Basic (in shares)		14,481,736		27,600,000		2,356,098	2,356,098	21,004,630	27,600,000	27,600,000
Weighted average shares outstanding, diluted (in shares)	2,356,098	14,481,736		27,600,000			2,356,098	21,004,630	27,600,000	27,600,000
Basic net income per common share (in dollars per share)		$ 0.47		$ (0.14)		$ (0.50)	$ (0.50)	$ 0.64	$ 0.03	$ 0.27
Diluted net income per common share (in dollars per share)		$ 0.47		$ (0.14)			$ (0.50)	$ 0.64	$ 0.03	$ 0.27
Class B Common Stock
Other income (expense):
Weighted Average Number of Shares Outstanding, Basic (in shares)		6,900,000		6,900,000		5,820,732	5,820,732	6,900,000	6,900,000	6,900,000
Weighted average shares outstanding, diluted (in shares)	5,820,732	6,900,000		6,900,000			5,820,732	6,900,000	6,900,000	6,900,000
Basic net income per common share (in dollars per share)		$ 0.47		$ (0.14)		$ (0.50)	$ (0.50)	$ 0.64	$ 0.03	$ 0.27
Diluted net income per common share (in dollars per share)		$ 0.47		$ (0.14)			$ (0.50)	$ 0.64	$ 0.03	$ 0.27

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT - USD ($)	Class A Common Stock Common Stock	Class B Common Stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Jul. 19, 2020	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Jul. 19, 2020	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock Issued During Period, Value, New Issues		$ 690	24,310		25,000
Stock Issued During Period, Shares, New Issues		6,900,000
Cash paid in excess of fair value for Private Placement Warrants			2,383,287		2,383,287
Change in value of common stock subject to redemption			(2,407,597)	(26,217,823)	(28,625,420)
Net income (loss)				(4,084,500)	(4,084,500)
Balance at the end at Dec. 31, 2020	$ 0	$ 690	0	(30,302,323)	(30,301,633)
Balance at the end (in shares) at Dec. 31, 2020	0	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 0		0	5,909,731	5,909,731
Balance at the end at Mar. 31, 2021	$ 0	$ 690	0	(24,392,592)	(24,391,902)
Balance at the end (in shares) at Mar. 31, 2021	0	6,900,000
Balance at the beginning at Dec. 31, 2020	$ 0	$ 690	0	(30,302,323)	(30,301,633)
Balance at the beginning (in shares) at Dec. 31, 2020	0	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					1,015,469
Balance at the end at Jun. 30, 2021	$ 0	$ 690	0	(29,286,854)	(29,286,164)
Balance at the end (in shares) at Jun. 30, 2021	0	6,900,000
Balance at the beginning at Dec. 31, 2020	$ 0	$ 690	0	(30,302,323)	(30,301,633)
Balance at the beginning (in shares) at Dec. 31, 2020	0	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock Issued During Period, Value, New Issues					25,000
Net income (loss)				9,207,884	9,207,884
Balance at the end at Dec. 31, 2021	$ 0	$ 690	0	(21,094,439)	(21,093,749)
Balance at the end (in shares) at Dec. 31, 2021	0	6,900,000
Balance at the beginning at Mar. 31, 2021	$ 0	$ 690	0	(24,392,592)	(24,391,902)
Balance at the beginning (in shares) at Mar. 31, 2021	0	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 0		0	(4,894,262)	(4,894,262)
Balance at the end at Jun. 30, 2021	$ 0	$ 690	0	(29,286,854)	(29,286,164)
Balance at the end (in shares) at Jun. 30, 2021	0	6,900,000
Balance at the beginning at Dec. 31, 2021	$ 0	$ 690	0	(21,094,439)	(21,093,749)
Balance at the beginning (in shares) at Dec. 31, 2021	0	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 0		0	7,868,169	7,868,169
Balance at the end at Mar. 31, 2022	$ 0	$ 690	0	(13,226,270)	(13,225,580)
Balance at the end (in shares) at Mar. 31, 2022	0	6,900,000
Balance at the beginning at Dec. 31, 2021	$ 0	$ 690	0	(21,094,439)	(21,093,749)
Balance at the beginning (in shares) at Dec. 31, 2021	0	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					17,939,616
Balance at the end at Jun. 30, 2022	$ 0	$ 690	0	(3,397,818)	(3,397,128)
Balance at the end (in shares) at Jun. 30, 2022	0	6,900,000
Balance at the beginning at Mar. 31, 2022	$ 0	$ 690	0	(13,226,270)	(13,225,580)
Balance at the beginning (in shares) at Mar. 31, 2022	0	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of Class A common stock subject to redemption (in shares)	0
Change in value of common stock subject to redemption	$ 0		0	(242,995)	(242,995)
Net income (loss)	0		0	10,071,447	10,071,447
Balance at the end at Jun. 30, 2022	$ 0	$ 690	$ 0	$ (3,397,818)	$ (3,397,128)
Balance at the end (in shares) at Jun. 30, 2022	0	6,900,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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+ Details

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	5 Months Ended	12 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income	$ (4,084,500)	$ 9,207,884
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative liabilities	3,371,200	(10,637,431)
Interest earned on cash and investments held in trust account	(7,785)	(68,295)
Transaction costs allocated to derivative warrant liabilities	468,315
Changes in operating assets and liabilities:
Prepaid expenses	(456,634)	329,967
Accounts payable and accrued expenses	194,699	572,554
Net cash used in operating activities	(514,705)	(595,321)
Cash flows from investing activities:
Investment of cash into Trust Account	(278,760,000)
Net cash provided by investing activities	(278,760,000)
Cash flows from financing activities:
Proceeds from sale of Units, net of underwriting discounts paid	270,480,000
Repayment of promissory note - related party	(118,249)
Payment of offering costs	(386,107)	(17,579)
Net cash used in financing activities	280,293,731	(17,579)
Net change in cash	1,019,026	(612,900)
Cash - beginning of period		1,019,026
Cash - end of period	1,019,026	$ 406,126
Investing and financing activities:
Offering costs included in accrued offering costs	17,579
Offering costs paid by Sponsor in exchange for issuance of Founder Shares	25,000
Offering costs paid by through promissory note	80,162
Deferred underwriting fee payable	$ 9,660,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS.

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

KINS Technology Group Inc. (the “Company”) was incorporated in Delaware on July 20, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2022, the Company had not commenced any operations. All activity for the period from July 20, 2020 (inception) through June 30, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering became effective on December 14, 2020. On December 17, 2020, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000 which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,280,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to KINS Capital LLC (the “Sponsor”) and certain funds and accounts managed by BlackRock, Inc. (the “Direct Anchor Investors” and which the Direct Anchor Investors, together with the Sponsor, are the “initial stockholders”), generating gross proceeds of $10,280,000, which is described in Note 4.

Transaction costs incurred amounted to $15,688,848, consisting of $5,520,000 in cash underwriting fees, $9,660,000 of deferred underwriting fees and $508,848 of other offering costs.

Following the closing of the Initial Public Offering on December 17, 2020, an amount of $278,760,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Extended Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company previously had until June 17, 2022 to consummate a business combination. On June 10, 2022, the Company held a special meeting of stockholders pursuant to which its stockholders approved amending the Company’s amended and restated certificate of incorporation (the “Charter Amendment”) to extend the date by which the Company has to consummate a business combination from June 17, 2022 to December 16, 2022. The Company’s stockholders approved the Charter Amendment and as such the Company now has until December 16, 2022 to consummate a business combination (the “Extended Combination Period”). On June 10, 2022, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware. If the Company has not completed a Business Combination by December 16, 2022 or during any extended time that the Company has to consummate a Business Combination beyond December 16, 2022 as a result of a stockholder vote to amend its certificate of incorporation, 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 pay 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 liquidating distributions, if any), 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, dissolve and liquidate, 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. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Extended Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Extended Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Extended Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Extended Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.10 per Unit.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 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 Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern and Liquidity

As of June 30, 2022, the Company had $189,147 in its operating bank accounts and a working capital deficit of $801,795.

Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares, unsecured, non-interest bearing promissory note of up to $300,000 from the Sponsor, and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Note was repaid subsequent to the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans. As of June 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 16, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these financial statements. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 16, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by December 16, 2022. In addition, the Company may need to raise additional capital through loans or additional investments from our Sponsor, stockholders, officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through the liquidation date of December 16, 2022.

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

As of December 31, 2021, the Company had not commenced any operations. All activity for the period from July 20, 2020 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statements for the Company’s Initial Public Offering became effective on December 14, 2020. On December 17, 2020 the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000 which is described in Note 3.

Transaction costs amounted to $15,688,848, consisting of $5,520,000 in cash underwriting fees, $9,660,000 of deferred underwriting fees and $508,848 of other offering costs.

The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company has not completed a Business Combination by June 17, 2022 or during any extended time that the Company has to consummate a business combination beyond June 17, 2022 as a result of a stockholder vote to amend its certificate of incorporation (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 pay 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 liquidating distributions, if any), 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, dissolve and liquidate, 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. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.10 per Unit.

Trust Account, if less than $10.10 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern and Liquidity

As of December 31, 2021, the Company had $406,126 in its operating bank accounts and a working capital deficit of $234,460.

Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares, unsecured, non-interest bearing promissory note of up to $300,000 from the Sponsor, and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Note was repaid subsequent to the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans.As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until June 17, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these financial statements. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 17, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business 46 combination by June 17, 2022. In addition, the Company may need to raise additional capital through loans or additional investments from our Sponsor, stockholders, officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through the liquidation date of June 17, 2022.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

12 Months Ended

Jun. 30, 2022

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 unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 30, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed 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 liabilities. 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 six months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 or December 31, 2021.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2022 and December 31, 2021, 938,090 and 27,600,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets, respectively.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital (to the extent available) and accumulated deficit.

At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed consolidated balance sheet are reconciled in the following table:


Gross proceeds	$	276,000,000
Less:
Proceeds allocated to public warrants		(10,626,000)
Class A common stock issuance costs		(15,239,420)
Plus:
Accretion of carrying value to redemption value		28,625,420
Class A common stock subject to possible redemption, December 31, 2021		278,760,000
Plus:
Accretion of carrying value to redemption value		242,995
Less:
Redemption		(269,528,286)
Class A ordinary shares subject to redemption, June 30, 2022	$	9,474,709

Offering Costs

Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity. Offering costs incurred amounted to $15,688,848, consisting of $5,520,000 in cash underwriting fees, $9,660,000 of deferred underwriting fees and $508,848 of other offering costs, of which $15,239,420 was charged to temporary equity and $449,428 was allocated to the warrant liability and expensed through the statements of operations.

Derivative Warrant Liabilities

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value of the Warrants (as defined below) as of each relevant date.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed 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.

ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was (0.23)% and 0.00% for the three months ended June 30, 2022 and 2021, respectively, and (0.13)% and 0.00% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement 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 June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These 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.

Net Income per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income per share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the Warrants is contingent upon the occurrence of future events. The Warrants are exercisable to purchase 24,080,000 shares of Class A common stock in the aggregate. As of June 30, 2022 and 2021, the Company did not have any other 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 presented.

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):


	Three Months Ended				Three Months Ended				Six Months Ended				Six Months Ended
	June 30, 2022				June 30, 2021				June 30, 2022				June 30, 2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss)	$	6,821,337	$	3,250,110	$	(3,915,410)	$	(978,852)	$	13,503,673	$	4,435,943	$	812,375	$	203,094
Denominator:
Basic and diluted weighted average shares outstanding		14,481,736		6,900,000		27,600,000		6,900,000		21,004,630		6,900,000		27,600,000		6,900,000
Basic and diluted net income (loss) per common stock	$	0.47	$	0.47	$	(0.14)	$	(0.14)	$	0.64	$	0.64	$	0.03	$	0.03

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation 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 account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except the derivative warrant liabilities (see Note 9).

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 as of January 1, 2021 and the adoption did not have an impact on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

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

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 the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Cash and Cash Equivalents

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.” Shares of Class A common stock subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 27,600,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

At December 31, 2021 and 2020, the Class A common stock reflected in the balance sheets are reconciled in the following table:


Gross proceeds	$	276,000,000
Less:
Proceeds allocated to Public Warrants	$	(10,626,000)
Class A common stock issuance costs		(15,239,420)
Plus:
Accretion of carrying value to redemption value		28,625,420

Class A common stock subject to possible redemption	$	278,760,000

Offering Costs

Derivative Warrant Liabilities

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income (loss) per share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the Warrants is contingent upon the occurrence of future events. The Warrants are exercisable to purchase 24,080,000 shares of Class A common stock in the aggregate. As of December 31, 2021, and 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	Year Ended				For the Period from July 20,
	December 31,				2020 (inception) through
	2021				December 31, 2020
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common stock
Numerator:
Allocation of net income (loss), as adjusted	$	7,366,307	$	1,841,577	$	(1,176,921)	$	(2,907,579)
Denominator:
Basic and diluted weighted average shares outstanding		27,600,000		6,900,000		2,356,098		5,820,732

Basic and diluted net income (loss) per common stock	$	0.27	$	0.27	$	(0.50)	$	(0.50)

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except the derivative warrant liabilities (see Note 10).

Recent Accounting Standards

06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 as of January 1, 2021, and the adoption did not have an impact on its financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

DERIVATIVE WARRANT LIABILITIES

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

DERIVATIVE WARRANT LIABILITIES

DERIVATIVE LIABILITY

NOTE 8. DERIVATIVE WARRANT LIABILITIES

As of June 30, 2022 and December 31, 2021, there were 13,800,000 Public Warrants outstanding and 10,280,000 Private Placement Warrants outstanding.

Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but we will be required to use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemptions of warrants when the price of Class A common stock equals or exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and

●

30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

●

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 – Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and

●

if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 – Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock determined based on the redemption date and the “fair market value” of the Company’s Class A common stock;

●

upon a minimum of 30 days’ prior written notice of redemption;

●

if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders;

●

if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30-day period after the written notice of redemption is given.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the

warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

As of June 30, 2022 and December 31, 2021 there were 10,280,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 8 — DERIVATIVE WARRANT LIABILITIES

As of December 31, 2021, and 2020 there were 13,800,000 Public Warrants outstanding and 10,280,000 Private Placement Warrants Outstanding.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

Redemptions of warrants when the price of Class A common stock equals or exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and

●

if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 – Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period;

●

As of December 31, 2021, and 2020 there were 10,280,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement

Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

INCOME TAX

12 Months Ended

Dec. 31, 2021

INCOME TAX

INCOME TAX

NOTE 9 — INCOME TAX

The Company’s net deferred tax assets are as follows:


	December 31,		December 31,
	2021		2020
Deferred tax asset
Organizational costs/Startup expenses	$	322,963	$	50,401
Net operating loss carryforward		28,689		1,046
Total deferred tax asset		351,652		51,447
Valuation allowance		(351,652)		(51,447)
Deferred tax asset, net of allowance	$	—	$	—

The income tax provision consists of the following:


	December 31,		December 31,
	2021		2020
Federal
Current	$	—	$	—
Deferred		(300,205)		(51,447)

State and Local
Current		—		—
Deferred		—		—
Change in valuation allowance		300,205		51,447
Income tax provision	$	—	$	—

As of December 31, 2021, and 2020, the Company had U.S. federal net operating loss carryover of approximately $137,000 and $5,000 available to offset future taxable income indefinitely, respectively.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021 and for the period from July 20, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $300,205 and $51,447, respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate for the year ended December 31, 2021, and for the period from July 20, 2020 (inception) through December 31, 2020 are as follows:


	December 31,		December 31,
	2021		2020
Statutory federal income tax rate	21.0	%	21.0	%
State taxes, net of federal tax benefit	0.0	%	0.0	%
Transaction costs allocated to derivative warrant liabilities	0.0	%	(2.4)	%
Change in fair value of derivative warrant liabilities	(24.3)	%	(17.3)	%
Valuation allowance	3.3	%	(1.3)	%
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.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

FAIR VALUE MEASUREMENTS

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At June 30, 2022, assets held in the Trust Account were comprised of $398 in cash and $9,527,835,182 in money market funds that primarily invested in U.S. Treasury securities at fair market value. During the six months ended June 30, 2022, the Company withdrew $80,500 of interest income from the Trust Account and $269,528,286 was withdrawn from the Trust Accounts for the redemption that was voted on June 10, 2022.

At December 31, 2021, assets held in the Trust Account were comprised of $898 in cash and $278,835,182 in money market funds, respectively. Through December 31, 2021, the Company did not withdraw any interest income from the Trust Account.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		June 30,			December 31,
Description	Level	2022		Level	2021
Assets:
Money Market Funds	1		9,527,778	1	$	278,835,182
Liabilities:
Warrant liabilities – public warrants	1	$	1,518,000	1	$	6,461,798
Warrant liabilities – private placement warrants	2	$	1,130,800	2	$	4,813,571

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the accompanying June 30, 2022 and December 31, 2021 condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations.

The Warrants are measured at fair value on a recurring basis. The Public Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the binomial lattice methodology. As of June 30, 2022, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market.

The Private Placement Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the binomial lattice methodology, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of our common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units is classified as Level 2 due to the use of an observable market quote for a similar asset in an active market, as the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants.

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as of December 31, 2020	$	9,354,800	$	12,558,000	$	21,912,800
Change in fair value		(2,672,800)		(3,588,000)		(6,260,800)
Transfer to Level 1		—		(8,970,000)		(8,970,000)
Transfer to Level 2		(6,682,000)		—		(6,682,000)
Fair value as of March 31, 2021	$	—	$	—	$	—
Fair value as of June 30, 2021	$	—	$	—	$	—

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during for the three months and six months ended June 30, 2021 was approximately $9.0 million, when the Public Warrants were separately listed and traded and approximately $6.7 million was transferred from a level 3 to a level 2 fair value measurement. There were no transfers during the three and six months ended June 30, 2022.

NOTE 10 — FAIR VALUE MEASUREMENTS

Level 1:

Level 2:

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At December 31, 2021, assets held in the Trust Account were comprised of $898 in cash and $278,835,182 in money market funds, respectively. At December 31, 2020, assets held in the Trust Account were comprised of $897 in cash and $278,766,888 in U.S. Treasury Securities. Through December 31, 2021, the Company did not withdraw any interest income from the Trust Account.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.


					Gross
			Amortized		Holding
	Held-To-Maturity	Level	Cost		Gain		Fair Value
December 31, 2020	U.S. Treasury Securities (Matures on 03/18/21)	1	$	278,766,888	$	7,079	$	278,773,966
December 31, 2021	Money Market Funds	1	$	—	$	—	$	278,835,182

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		December 31,			December 31,
Description	Level	2021		Level	2020
Liabilities:
Warrant Liability – Public Warrants	1	$	6,461,798	3	$	12,558,000
Warrant Liability – Private Placement Warrants	2	$	4,813,571	3	$	9,354,800

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the accompanying December 31, 2021, and 2020 balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations.

The Warrants are measured at fair value on a recurring basis. The Public Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the binomial lattice methodology. As of December 31, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market.

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as of December 31, 2020	$	9,354,800	$	12,558,000	$	21,912,800
Change in fair value		(2,672,800)		(3,588,000)		(1,685,600)
Transfer to Level 1		—		(8,970,000)		(8,970,000)
Transfer to Level 2		(6,682,000)		—		(6,682,000)
Fair value as of December 31, 2021	$	—	$	—	$	—

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021, was approximately $9.0 million, when the Public Warrants were separately listed and traded. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the year ended December 31, 2021, was $6.7 million, when the Private Placement Warrants were separately traded and listed.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

Basis of Presentation

Emerging Growth Company

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

Cash and Cash Equivalents

Class A Common Stock Subject to Possible Redemption

At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed consolidated balance sheet are reconciled in the following table:


Gross proceeds	$	276,000,000
Less:
Proceeds allocated to public warrants		(10,626,000)
Class A common stock issuance costs		(15,239,420)
Plus:
Accretion of carrying value to redemption value		28,625,420
Class A common stock subject to possible redemption, December 31, 2021		278,760,000
Plus:
Accretion of carrying value to redemption value		242,995
Less:
Redemption		(269,528,286)
Class A ordinary shares subject to redemption, June 30, 2022	$	9,474,709

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.” Shares of Class A common stock subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 27,600,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

At December 31, 2021 and 2020, the Class A common stock reflected in the balance sheets are reconciled in the following table:


Gross proceeds	$	276,000,000
Less:
Proceeds allocated to Public Warrants	$	(10,626,000)
Class A common stock issuance costs		(15,239,420)
Plus:
Accretion of carrying value to redemption value		28,625,420

Class A common stock subject to possible redemption	$	278,760,000

Offering Costs

Derivative Warrant Liabilities

Income Taxes

Net Income per Common Share

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):


	Three Months Ended				Three Months Ended				Six Months Ended				Six Months Ended
	June 30, 2022				June 30, 2021				June 30, 2022				June 30, 2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss)	$	6,821,337	$	3,250,110	$	(3,915,410)	$	(978,852)	$	13,503,673	$	4,435,943	$	812,375	$	203,094
Denominator:
Basic and diluted weighted average shares outstanding		14,481,736		6,900,000		27,600,000		6,900,000		21,004,630		6,900,000		27,600,000		6,900,000
Basic and diluted net income (loss) per common stock	$	0.47	$	0.47	$	(0.14)	$	(0.14)	$	0.64	$	0.64	$	0.03	$	0.03

Net Income (Loss) per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	Year Ended				For the Period from July 20,
	December 31,				2020 (inception) through
	2021				December 31, 2020
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common stock
Numerator:
Allocation of net income (loss), as adjusted	$	7,366,307	$	1,841,577	$	(1,176,921)	$	(2,907,579)
Denominator:
Basic and diluted weighted average shares outstanding		27,600,000		6,900,000		2,356,098		5,820,732

Basic and diluted net income (loss) per common stock	$	0.27	$	0.27	$	(0.50)	$	(0.50)

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except the derivative warrant liabilities (see Note 10).

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

Schedule of reconciliation of Class A common stock reflected in the condensed balance sheet

At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed consolidated balance sheet are reconciled in the following table:


Gross proceeds	$	276,000,000
Less:
Proceeds allocated to public warrants		(10,626,000)
Class A common stock issuance costs		(15,239,420)
Plus:
Accretion of carrying value to redemption value		28,625,420
Class A common stock subject to possible redemption, December 31, 2021		278,760,000
Plus:
Accretion of carrying value to redemption value		242,995
Less:
Redemption		(269,528,286)
Class A ordinary shares subject to redemption, June 30, 2022	$	9,474,709


Gross proceeds	$	276,000,000
Less:
Proceeds allocated to Public Warrants	$	(10,626,000)
Class A common stock issuance costs		(15,239,420)
Plus:
Accretion of carrying value to redemption value		28,625,420

Class A common stock subject to possible redemption	$	278,760,000

Reconciliation of net income per common share

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):


	Three Months Ended				Three Months Ended				Six Months Ended				Six Months Ended
	June 30, 2022				June 30, 2021				June 30, 2022				June 30, 2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss)	$	6,821,337	$	3,250,110	$	(3,915,410)	$	(978,852)	$	13,503,673	$	4,435,943	$	812,375	$	203,094
Denominator:
Basic and diluted weighted average shares outstanding		14,481,736		6,900,000		27,600,000		6,900,000		21,004,630		6,900,000		27,600,000		6,900,000
Basic and diluted net income (loss) per common stock	$	0.47	$	0.47	$	(0.14)	$	(0.14)	$	0.64	$	0.64	$	0.03	$	0.03


	Year Ended				For the Period from July 20,
	December 31,				2020 (inception) through
	2021				December 31, 2020
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common stock
Numerator:
Allocation of net income (loss), as adjusted	$	7,366,307	$	1,841,577	$	(1,176,921)	$	(2,907,579)
Denominator:
Basic and diluted weighted average shares outstanding		27,600,000		6,900,000		2,356,098		5,820,732

Basic and diluted net income (loss) per common stock	$	0.27	$	0.27	$	(0.50)	$	(0.50)

INCOME TAX (Tables)

12 Months Ended

Dec. 31, 2021

INCOME TAX

Schedule of components of Company's net deferred tax assets


	December 31,		December 31,
	2021		2020
Deferred tax asset
Organizational costs/Startup expenses	$	322,963	$	50,401
Net operating loss carryforward		28,689		1,046
Total deferred tax asset		351,652		51,447
Valuation allowance		(351,652)		(51,447)
Deferred tax asset, net of allowance	$	—	$	—

Income tax provision


	December 31,		December 31,
	2021		2020
Federal
Current	$	—	$	—
Deferred		(300,205)		(51,447)

State and Local
Current		—		—
Deferred		—		—
Change in valuation allowance		300,205		51,447
Income tax provision	$	—	$	—

Summary of reconciliation of the federal income tax rate to the Company's effective tax rate


	December 31,		December 31,
	2021		2020
Statutory federal income tax rate	21.0	%	21.0	%
State taxes, net of federal tax benefit	0.0	%	0.0	%
Transaction costs allocated to derivative warrant liabilities	0.0	%	(2.4)	%
Change in fair value of derivative warrant liabilities	(24.3)	%	(17.3)	%
Valuation allowance	3.3	%	(1.3)	%
Income tax provision	0.0	%	0.0	%

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

FAIR VALUE MEASUREMENTS

Summary of assets measured at fair value on a recurring basis


					Gross
			Amortized		Holding
	Held-To-Maturity	Level	Cost		Gain		Fair Value
December 31, 2020	U.S. Treasury Securities (Matures on 03/18/21)	1	$	278,766,888	$	7,079	$	278,773,966
December 31, 2021	Money Market Funds	1	$	—	$	—	$	278,835,182

Schedule of company's assets and liabilities that are measured at fair value on a recurring basis


		June 30,			December 31,
Description	Level	2022		Level	2021
Assets:
Money Market Funds	1		9,527,778	1	$	278,835,182
Liabilities:
Warrant liabilities – public warrants	1	$	1,518,000	1	$	6,461,798
Warrant liabilities – private placement warrants	2	$	1,130,800	2	$	4,813,571


		December 31,			December 31,
Description	Level	2021		Level	2020
Liabilities:
Warrant Liability – Public Warrants	1	$	6,461,798	3	$	12,558,000
Warrant Liability – Private Placement Warrants	2	$	4,813,571	3	$	9,354,800

Schedule of change in the fair value of the Level 3 warrant liabilities


	Private Placement		Public		Warrant Liabilities
Fair value as of December 31, 2020	$	9,354,800	$	12,558,000	$	21,912,800
Change in fair value		(2,672,800)		(3,588,000)		(6,260,800)
Transfer to Level 1		—		(8,970,000)		(8,970,000)
Transfer to Level 2		(6,682,000)		—		(6,682,000)
Fair value as of March 31, 2021	$	—	$	—	$	—
Fair value as of June 30, 2021	$	—	$	—	$	—


	Private Placement		Public		Warrant Liabilities
Fair value as of December 31, 2020	$	9,354,800	$	12,558,000	$	21,912,800
Change in fair value		(2,672,800)		(3,588,000)		(1,685,600)
Transfer to Level 1		—		(8,970,000)		(8,970,000)
Transfer to Level 2		(6,682,000)		—		(6,682,000)
Fair value as of December 31, 2021	$	—	$	—	$	—

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			5 Months Ended	6 Months Ended	12 Months Ended
	Dec. 17, 2020 USD ($) $ / shares shares	Jul. 20, 2020 item	Dec. 31, 2020 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum \| item		1
Proceeds from sale of Private Placement Warrants			$ 10,280,000
Transaction Costs	$ 15,688,848				$ 15,688,848
Underwriting fees	5,520,000				5,520,000
Deferred Underwriting Fee Payable.	9,660,000		9,660,000	$ 0	9,660,000
Other offering costs	$ 508,848				508,848
Cash held outside the Trust Account				$ 189,147	$ 406,126
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account				80.00%	80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination				50.00%	50.00%
Minimum net tangible assets upon consummation of the Business Combination				$ 5,000,001	$ 5,000,001
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent				20.00%	20.00%
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100.00%	100.00%
Threshold business days for redemption of public shares				10 days	10 days
Maximum net interest to pay dissolution expenses				$ 100,000	$ 100,000
Cash operating bank account				189,147	406,126
Working capital				801,795	234,460
Aggregate purchase price			25,000		$ 25,000
Proceeds from promissory note, related party			$ 38,087	300,000
Sponsor
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price				25,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares	27,600,000				27,600,000
Purchase price, per unit \| $ / shares	$ 10.10
Proceeds from issuance initial public offering	$ 276,000,000
Payments for investment on cash in Trust Account	$ 278,760,000
Investments maximum maturity term	185 days
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrants \| $ / shares	$ 1.00				$ 1.00
Proceeds from issuance initial public offering	$ 10,280,000
Number of warrants issued \| shares	10,280,000
Exercise price of warrants \| $ / shares	$ 11.50				$ 11.50
Proceeds from sale of Private Placement Warrants	$ 10,280,000			$ 10,280,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares	3,600,000				3,600,000
Purchase price, per unit \| $ / shares	$ 10.00				$ 10.00
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrants \| $ / shares	1.00
Exercise price of warrants \| $ / shares	$ 1.00
Sponsor
Subsidiary, Sale of Stock [Line Items]
Loans from sponsor					$ 300,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) per Common Share (Details) - USD ($)	2 Months Ended	3 Months Ended		5 Months Ended		6 Months Ended		12 Months Ended
	Sep. 30, 2020	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2020	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Class A Common Stock
Number of warrants to purchase shares issued		24,080,000				24,080,000		24,080,000
Numerator:
Allocation of net income (loss)		$ 6,821,337	$ (3,915,410)	$ (1,176,921)		$ 13,503,673	$ 812,375	$ 7,366,307
Denominator:
Basic weighted average shares outstanding (in shares)		14,481,736	27,600,000	2,356,098	2,356,098	21,004,630	27,600,000	27,600,000
Weighted average shares outstanding, diluted (in shares)	2,356,098	14,481,736	27,600,000		2,356,098	21,004,630	27,600,000	27,600,000
Basic net income (loss) per common shares (in dollar per share)		$ 0.47	$ (0.14)	$ (0.50)	$ (0.50)	$ 0.64	$ 0.03	$ 0.27
Diluted net income (loss) per common shares (in dollar per share)		$ 0.47	$ (0.14)		$ (0.50)	$ 0.64	$ 0.03	$ 0.27
Class B Common Stock
Numerator:
Allocation of net income (loss)		$ 3,250,110	$ (978,852)	$ (2,907,579)		$ 4,435,943	$ 203,094	$ 1,841,577
Denominator:
Basic weighted average shares outstanding (in shares)		6,900,000	6,900,000	5,820,732	5,820,732	6,900,000	6,900,000	6,900,000
Weighted average shares outstanding, diluted (in shares)	5,820,732	6,900,000	6,900,000		5,820,732	6,900,000	6,900,000	6,900,000
Basic net income (loss) per common shares (in dollar per share)		$ 0.47	$ (0.14)	$ (0.50)	$ (0.50)	$ 0.64	$ 0.03	$ 0.27
Diluted net income (loss) per common shares (in dollar per share)		$ 0.47	$ (0.14)		$ (0.50)	$ 0.64	$ 0.03	$ 0.27

DERIVATIVE WARRANT LIABILITIES (Details)	6 Months Ended	12 Months Ended
DERIVATIVE WARRANT LIABILITIES (Details)	Jun. 30, 2022 item $ / shares shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 shares
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.10	$ 0.10
Redemption period		30 days
Warrants
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement	20 days	20 days
Period of time within which registration statement is expected to become effective	60 days	60 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding \| shares	10,280,000	10,280,000	10,280,000
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding \| shares	13,800,000	13,800,000	13,800,000
Warrant exercise period condition one	30 days	30 days
Warrant exercise period condition two	12 months	12 months
Share PriceTrigger Used To Measure Dilution Of Warrant		$ 9.20
Public Warrants expiration term	5 years	5 years
Share price trigger used to measure dilution of warrant	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60	60
Trading period after business combination used to measure dilution of warrant	20 days	20 days
Warrant exercise price adjustment multiple	115	115
Warrant redemption price adjustment multiple	180	180
Restrictions on transfer period of time after business combination completion	30 days	30 days
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]
Warrant redemption condition minimum share price	$ 18.00	$ 18.00
Redemption price per public warrant (in dollars per share)	$ 0.01	$ 0.01
Threshold trading days for redemption of public warrants	20 days	20 days
Threshold consecutive trading days for redemption of public warrants	30 days	30 days
Threshold number of business days before sending notice of redemption to warrant holders \| item	3
Redemption period	30 days	30 days
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 18.00
Warrant redemption condition minimum share price scenario two	10.00	$ 10.00
Redemption price per public warrant (in dollars per share)	$ 0.01
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days	30 days
Redemption period	30 days	30 days

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 17, 2020	Jul. 19, 2020
Current assets
Cash	$ 189,147		$ 406,126			$ 1,019,026
Prepaid expenses	29,750		126,667			456,634
Total current assets	218,897		532,793			1,475,660
Cash and investments held in trust account	9,528,176		278,836,080			278,767,785
TOTAL ASSETS	9,747,073		279,368,873			280,243,445
Current liabilities
Accrued expenses	997,826		767,253			194,699
Income taxes payable	22,866
Accrued offering costs						17,579
Total current liabilities	1,020,692		767,253			212,278
Derivative liabilities	2,648,800		11,275,369			21,912,800
Deferred underwriting fee payable	0		9,660,000			9,660,000	$ 9,660,000
TOTAL LIABILITIES	3,669,492		21,702,622			31,785,078
Commitments and Contingencies
Stockholders' Deficit
Preferred stock, $0.0001 par value; 2,000,000 shares authorized; none issued or outstanding	0		0			0
Additional paid-in capital	0		0			0
Accumulated deficit	(3,397,818)		(21,094,439)			(30,302,323)
Total Stockholders' Deficit	(3,397,128)	$ (13,225,580)	(21,093,749)	$ (29,286,164)	$ (24,391,902)	(30,301,633)		$ 0
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT	9,747,073		279,368,873			280,243,445
Class A Common Stock Subject to Redemption
Current liabilities
Class A common stock subject to possible redemption 938,090 and 27,600,000 shares at $10.10 per share redemption value as of June 30, 2022 and December 31, 2021, respectively	9,474,709		278,760,000			278,760,000
Class B Common Stock
Stockholders' Deficit
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding at June 30, 2022 and December 31, 2021	$ 690		$ 690			$ 690

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	2 Months Ended	3 Months Ended				5 Months Ended		6 Months Ended		12 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Sep. 30, 2020	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Operating and formation costs		$ 301,733		$ 327,104			$ 252,783	$ 624,985	$ 724,309	$ 1,497,914
Loss from operations		(301,733)		(327,104)			(252,783)	(624,985)	(724,309)	(1,497,914)
Other income (expense):
Interest earned on cash and investments held in trust account		277,558		8,022				300,882	54,134
Interest income - bank		8		20			13	16	44	72
Gain on waiver of deferred underwriting fee		9,660,000						9,660,000
Change in fair value of derivative liabilities		458,480		(4,575,200)			(3,371,200)	8,626,569	54,134	10,637,431
Transaction costs allocated to derivative warrant liabilities							(468,315)
Total other income (expense), net		10,396,046		(4,567,158)			(3,831,717)	18,587,467	1,739,778	10,705,798
Income before provision for income taxes		10,094,313		(4,894,262)				17,962,482	1,015,469
Provision for income taxes		(22,866)						(22,866)
Net income (loss)		$ 10,071,447	$ 7,868,169	$ (4,894,262)	$ 5,909,731		$ (4,084,500)	$ 17,939,616	$ 1,015,469	$ 9,207,884
Class A Common Stock
Other income (expense):
Weighted Average Number of Shares Outstanding, Basic (in shares)		14,481,736		27,600,000		2,356,098	2,356,098	21,004,630	27,600,000	27,600,000
Weighted average shares outstanding, diluted (in shares)	2,356,098	14,481,736		27,600,000			2,356,098	21,004,630	27,600,000	27,600,000
Basic net income per common share (in dollars per share)		$ 0.47		$ (0.14)		$ (0.50)	$ (0.50)	$ 0.64	$ 0.03	$ 0.27
Diluted net income per common share (in dollars per share)		$ 0.47		$ (0.14)			$ (0.50)	$ 0.64	$ 0.03	$ 0.27
Class B Common Stock
Other income (expense):
Weighted Average Number of Shares Outstanding, Basic (in shares)		6,900,000		6,900,000		5,820,732	5,820,732	6,900,000	6,900,000	6,900,000
Weighted average shares outstanding, diluted (in shares)	5,820,732	6,900,000		6,900,000			5,820,732	6,900,000	6,900,000	6,900,000
Basic net income per common share (in dollars per share)		$ 0.47		$ (0.14)		$ (0.50)	$ (0.50)	$ 0.64	$ 0.03	$ 0.27
Diluted net income per common share (in dollars per share)		$ 0.47		$ (0.14)			$ (0.50)	$ 0.64	$ 0.03	$ 0.27

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT - USD ($)	Class A Common Stock Common Stock	Class B Common Stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Jul. 19, 2020	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Jul. 19, 2020	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cash paid in excess of fair value for Private Placement Warrants			2,383,287		2,383,287
Change in value of common stock subject to redemption			(2,407,597)	(26,217,823)	(28,625,420)
Net income (loss)				(4,084,500)	(4,084,500)
Balance at the end at Dec. 31, 2020	$ 0	$ 690	0	(30,302,323)	(30,301,633)
Balance at the end (in shares) at Dec. 31, 2020	0	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 0		0	5,909,731	5,909,731
Balance at the end at Mar. 31, 2021	$ 0	$ 690	0	(24,392,592)	(24,391,902)
Balance at the end (in shares) at Mar. 31, 2021	0	6,900,000
Balance at the beginning at Dec. 31, 2020	$ 0	$ 690	0	(30,302,323)	(30,301,633)
Balance at the beginning (in shares) at Dec. 31, 2020	0	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					1,015,469
Balance at the end at Jun. 30, 2021	$ 0	$ 690	0	(29,286,854)	(29,286,164)
Balance at the end (in shares) at Jun. 30, 2021	0	6,900,000
Balance at the beginning at Dec. 31, 2020	$ 0	$ 690	0	(30,302,323)	(30,301,633)
Balance at the beginning (in shares) at Dec. 31, 2020	0	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				9,207,884	9,207,884
Balance at the end at Dec. 31, 2021	$ 0	$ 690	0	(21,094,439)	(21,093,749)
Balance at the end (in shares) at Dec. 31, 2021	0	6,900,000
Balance at the beginning at Mar. 31, 2021	$ 0	$ 690	0	(24,392,592)	(24,391,902)
Balance at the beginning (in shares) at Mar. 31, 2021	0	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 0		0	(4,894,262)	(4,894,262)
Balance at the end at Jun. 30, 2021	$ 0	$ 690	0	(29,286,854)	(29,286,164)
Balance at the end (in shares) at Jun. 30, 2021	0	6,900,000
Balance at the beginning at Dec. 31, 2021	$ 0	$ 690	0	(21,094,439)	(21,093,749)
Balance at the beginning (in shares) at Dec. 31, 2021	0	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 0		0	7,868,169	7,868,169
Balance at the end at Mar. 31, 2022	$ 0	$ 690	0	(13,226,270)	(13,225,580)
Balance at the end (in shares) at Mar. 31, 2022	0	6,900,000
Balance at the beginning at Dec. 31, 2021	$ 0	$ 690	0	(21,094,439)	(21,093,749)
Balance at the beginning (in shares) at Dec. 31, 2021	0	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					17,939,616
Balance at the end at Jun. 30, 2022	$ 0	$ 690	0	(3,397,818)	(3,397,128)
Balance at the end (in shares) at Jun. 30, 2022	0	6,900,000
Balance at the beginning at Mar. 31, 2022	$ 0	$ 690	0	(13,226,270)	(13,225,580)
Balance at the beginning (in shares) at Mar. 31, 2022	0	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of Class A common stock subject to redemption (in shares)	0
Change in value of common stock subject to redemption	$ 0		0	(242,995)	(242,995)
Net income (loss)	0		0	10,071,447	10,071,447
Balance at the end at Jun. 30, 2022	$ 0	$ 690	$ 0	$ (3,397,818)	$ (3,397,128)
Balance at the end (in shares) at Jun. 30, 2022	0	6,900,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	5 Months Ended	6 Months Ended		12 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2020	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income	$ (4,084,500)	$ 17,939,616	$ 1,015,469	$ 9,207,884
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative liabilities	3,371,200	(8,626,569)	(54,134)	(10,637,431)
Interest earned on cash and investments held in trust account	(7,785)	(300,882)	(1,685,600)	(68,295)
Transaction costs allocated to derivative warrant liabilities	468,315
Changes in operating assets and liabilities:
Prepaid expenses	(456,634)	96,917	124,118	329,967
Income tax payable		22,866
Gain on waiver of deferred underwriting fee		(9,660,000)
Accounts payable and accrued expenses	194,699	230,573	276,868	572,554
Net cash used in operating activities	(514,705)	(297,479)	(323,279)	(595,321)
Cash flows from investing activities:
Investment of cash into Trust Account	(278,760,000)
Cash withdrawn from trust account to pay franchise tax		80,500
Cash withdrawn from trust account in connection with redemption		269,528,286
Net cash provided by investing activities	(278,760,000)	269,608,786
Cash flows from financing activities:
Proceeds from sale of Units, net of underwriting discounts paid	270,480,000
Repayment of promissory note - related party	(118,249)
Redemption of common stock		(269,528,286)
Payment of offering costs	(386,107)		(17,579)	(17,579)
Net cash used in financing activities	280,293,731	(269,528,286)	(17,579)	(17,579)
Net change in cash	1,019,026	(216,979)	(340,858)	(612,900)
Cash - beginning of period		406,126	1,019,026	1,019,026
Cash - end of period	1,019,026	$ 189,147	$ 678,168	$ 406,126
Investing and financing activities:
Offering costs included in accrued offering costs	17,579
Offering costs paid by Sponsor in exchange for issuance of Founder Shares	25,000
Offering costs paid by through promissory note	80,162
Deferred underwriting fee payable	$ 9,660,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS.

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Transaction costs incurred amounted to $15,688,848, consisting of $5,520,000 in cash underwriting fees, $9,660,000 of deferred underwriting fees and $508,848 of other offering costs.

Going Concern and Liquidity

As of June 30, 2022, the Company had $189,147 in its operating bank accounts and a working capital deficit of $801,795.

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Transaction costs amounted to $15,688,848, consisting of $5,520,000 in cash underwriting fees, $9,660,000 of deferred underwriting fees and $508,848 of other offering costs.

The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

Going Concern and Liquidity

As of December 31, 2021, the Company had $406,126 in its operating bank accounts and a working capital deficit of $234,460.

Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares, unsecured, non-interest bearing promissory note of up to $300,000 from the Sponsor, and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Note was repaid subsequent to the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans.As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until June 17, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these financial statements. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 17, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business 46 combination by June 17, 2022. In addition, the Company may need to raise additional capital through loans or additional investments from our Sponsor, stockholders, officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through the liquidation date of June 17, 2022.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Class A Common Stock Subject to Possible Redemption

At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed consolidated balance sheet are reconciled in the following table:


Gross proceeds	$	276,000,000
Less:
Proceeds allocated to public warrants		(10,626,000)
Class A common stock issuance costs		(15,239,420)
Plus:
Accretion of carrying value to redemption value		28,625,420
Class A common stock subject to possible redemption, December 31, 2021		278,760,000
Plus:
Accretion of carrying value to redemption value		242,995
Less:
Redemption		(269,528,286)
Class A ordinary shares subject to redemption, June 30, 2022	$	9,474,709

Offering Costs

Derivative Warrant Liabilities

Income Taxes

Net Income per Common Share

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):


	Three Months Ended				Three Months Ended				Six Months Ended				Six Months Ended
	June 30, 2022				June 30, 2021				June 30, 2022				June 30, 2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss)	$	6,821,337	$	3,250,110	$	(3,915,410)	$	(978,852)	$	13,503,673	$	4,435,943	$	812,375	$	203,094
Denominator:
Basic and diluted weighted average shares outstanding		14,481,736		6,900,000		27,600,000		6,900,000		21,004,630		6,900,000		27,600,000		6,900,000
Basic and diluted net income (loss) per common stock	$	0.47	$	0.47	$	(0.14)	$	(0.14)	$	0.64	$	0.64	$	0.03	$	0.03

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

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

Cash and Cash Equivalents

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.” Shares of Class A common stock subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 27,600,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

At December 31, 2021 and 2020, the Class A common stock reflected in the balance sheets are reconciled in the following table:


Gross proceeds	$	276,000,000
Less:
Proceeds allocated to Public Warrants	$	(10,626,000)
Class A common stock issuance costs		(15,239,420)
Plus:
Accretion of carrying value to redemption value		28,625,420

Class A common stock subject to possible redemption	$	278,760,000

Offering Costs

Derivative Warrant Liabilities

Income Taxes

Net Income (Loss) per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	Year Ended				For the Period from July 20,
	December 31,				2020 (inception) through
	2021				December 31, 2020
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common stock
Numerator:
Allocation of net income (loss), as adjusted	$	7,366,307	$	1,841,577	$	(1,176,921)	$	(2,907,579)
Denominator:
Basic and diluted weighted average shares outstanding		27,600,000		6,900,000		2,356,098		5,820,732

Basic and diluted net income (loss) per common stock	$	0.27	$	0.27	$	(0.50)	$	(0.50)

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except the derivative warrant liabilities (see Note 10).

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

DERIVATIVE WARRANT LIABILITIES

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

DERIVATIVE WARRANT LIABILITIES

DERIVATIVE LIABILITY

NOTE 8. DERIVATIVE WARRANT LIABILITIES

As of June 30, 2022 and December 31, 2021, there were 13,800,000 Public Warrants outstanding and 10,280,000 Private Placement Warrants outstanding.

Redemptions of warrants when the price of Class A common stock equals or exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and

●

30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

●

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 – Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and

●

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 – Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

upon a minimum of 30 days’ prior written notice of redemption;

●

NOTE 8 — DERIVATIVE WARRANT LIABILITIES

As of December 31, 2021, and 2020 there were 13,800,000 Public Warrants outstanding and 10,280,000 Private Placement Warrants Outstanding.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

Redemptions of warrants when the price of Class A common stock equals or exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and

●

if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 – Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period;

●

FAIR VALUE MEASUREMENTS

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

Level 1:

Level 2:

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.


		June 30,			December 31,
Description	Level	2022		Level	2021
Assets:
Money Market Funds	1		9,527,778	1	$	278,835,182
Liabilities:
Warrant liabilities – public warrants	1	$	1,518,000	1	$	6,461,798
Warrant liabilities – private placement warrants	2	$	1,130,800	2	$	4,813,571

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as of December 31, 2020	$	9,354,800	$	12,558,000	$	21,912,800
Change in fair value		(2,672,800)		(3,588,000)		(6,260,800)
Transfer to Level 1		—		(8,970,000)		(8,970,000)
Transfer to Level 2		(6,682,000)		—		(6,682,000)
Fair value as of March 31, 2021	$	—	$	—	$	—
Fair value as of June 30, 2021	$	—	$	—	$	—

NOTE 10 — FAIR VALUE MEASUREMENTS

Level 1:

Level 2:

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.


					Gross
			Amortized		Holding
	Held-To-Maturity	Level	Cost		Gain		Fair Value
December 31, 2020	U.S. Treasury Securities (Matures on 03/18/21)	1	$	278,766,888	$	7,079	$	278,773,966
December 31, 2021	Money Market Funds	1	$	—	$	—	$	278,835,182


		December 31,			December 31,
Description	Level	2021		Level	2020
Liabilities:
Warrant Liability – Public Warrants	1	$	6,461,798	3	$	12,558,000
Warrant Liability – Private Placement Warrants	2	$	4,813,571	3	$	9,354,800

The Warrants are measured at fair value on a recurring basis. The Public Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the binomial lattice methodology. As of December 31, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market.

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as of December 31, 2020	$	9,354,800	$	12,558,000	$	21,912,800
Change in fair value		(2,672,800)		(3,588,000)		(1,685,600)
Transfer to Level 1		—		(8,970,000)		(8,970,000)
Transfer to Level 2		(6,682,000)		—		(6,682,000)
Fair value as of December 31, 2021	$	—	$	—	$	—

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021, was approximately $9.0 million, when the Public Warrants were separately listed and traded. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the year ended December 31, 2021, was $6.7 million, when the Private Placement Warrants were separately traded and listed.

- Definition

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

Basis of Presentation

Emerging Growth Company

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

Cash and Cash Equivalents

Class A Common Stock Subject to Possible Redemption

At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed consolidated balance sheet are reconciled in the following table:


Gross proceeds	$	276,000,000
Less:
Proceeds allocated to public warrants		(10,626,000)
Class A common stock issuance costs		(15,239,420)
Plus:
Accretion of carrying value to redemption value		28,625,420
Class A common stock subject to possible redemption, December 31, 2021		278,760,000
Plus:
Accretion of carrying value to redemption value		242,995
Less:
Redemption		(269,528,286)
Class A ordinary shares subject to redemption, June 30, 2022	$	9,474,709

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.” Shares of Class A common stock subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 27,600,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

At December 31, 2021 and 2020, the Class A common stock reflected in the balance sheets are reconciled in the following table:


Gross proceeds	$	276,000,000
Less:
Proceeds allocated to Public Warrants	$	(10,626,000)
Class A common stock issuance costs		(15,239,420)
Plus:
Accretion of carrying value to redemption value		28,625,420

Class A common stock subject to possible redemption	$	278,760,000

Offering Costs

Derivative Warrant Liabilities

Income Taxes

Net Income per Common Share

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):


	Three Months Ended				Three Months Ended				Six Months Ended				Six Months Ended
	June 30, 2022				June 30, 2021				June 30, 2022				June 30, 2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss)	$	6,821,337	$	3,250,110	$	(3,915,410)	$	(978,852)	$	13,503,673	$	4,435,943	$	812,375	$	203,094
Denominator:
Basic and diluted weighted average shares outstanding		14,481,736		6,900,000		27,600,000		6,900,000		21,004,630		6,900,000		27,600,000		6,900,000
Basic and diluted net income (loss) per common stock	$	0.47	$	0.47	$	(0.14)	$	(0.14)	$	0.64	$	0.64	$	0.03	$	0.03

Net Income (Loss) per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	Year Ended				For the Period from July 20,
	December 31,				2020 (inception) through
	2021				December 31, 2020
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common stock
Numerator:
Allocation of net income (loss), as adjusted	$	7,366,307	$	1,841,577	$	(1,176,921)	$	(2,907,579)
Denominator:
Basic and diluted weighted average shares outstanding		27,600,000		6,900,000		2,356,098		5,820,732

Basic and diluted net income (loss) per common stock	$	0.27	$	0.27	$	(0.50)	$	(0.50)

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except the derivative warrant liabilities (see Note 10).

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

Schedule of reconciliation of Class A common stock reflected in the condensed balance sheet

At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed consolidated balance sheet are reconciled in the following table:


Gross proceeds	$	276,000,000
Less:
Proceeds allocated to public warrants		(10,626,000)
Class A common stock issuance costs		(15,239,420)
Plus:
Accretion of carrying value to redemption value		28,625,420
Class A common stock subject to possible redemption, December 31, 2021		278,760,000
Plus:
Accretion of carrying value to redemption value		242,995
Less:
Redemption		(269,528,286)
Class A ordinary shares subject to redemption, June 30, 2022	$	9,474,709


Gross proceeds	$	276,000,000
Less:
Proceeds allocated to Public Warrants	$	(10,626,000)
Class A common stock issuance costs		(15,239,420)
Plus:
Accretion of carrying value to redemption value		28,625,420

Class A common stock subject to possible redemption	$	278,760,000

Reconciliation of net income per common share

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):


	Three Months Ended				Three Months Ended				Six Months Ended				Six Months Ended
	June 30, 2022				June 30, 2021				June 30, 2022				June 30, 2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss)	$	6,821,337	$	3,250,110	$	(3,915,410)	$	(978,852)	$	13,503,673	$	4,435,943	$	812,375	$	203,094
Denominator:
Basic and diluted weighted average shares outstanding		14,481,736		6,900,000		27,600,000		6,900,000		21,004,630		6,900,000		27,600,000		6,900,000
Basic and diluted net income (loss) per common stock	$	0.47	$	0.47	$	(0.14)	$	(0.14)	$	0.64	$	0.64	$	0.03	$	0.03


	Year Ended				For the Period from July 20,
	December 31,				2020 (inception) through
	2021				December 31, 2020
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common stock
Numerator:
Allocation of net income (loss), as adjusted	$	7,366,307	$	1,841,577	$	(1,176,921)	$	(2,907,579)
Denominator:
Basic and diluted weighted average shares outstanding		27,600,000		6,900,000		2,356,098		5,820,732

Basic and diluted net income (loss) per common stock	$	0.27	$	0.27	$	(0.50)	$	(0.50)

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

FAIR VALUE MEASUREMENTS

Summary of assets measured at fair value on a recurring basis


					Gross
			Amortized		Holding
	Held-To-Maturity	Level	Cost		Gain		Fair Value
December 31, 2020	U.S. Treasury Securities (Matures on 03/18/21)	1	$	278,766,888	$	7,079	$	278,773,966
December 31, 2021	Money Market Funds	1	$	—	$	—	$	278,835,182

Schedule of company's assets and liabilities that are measured at fair value on a recurring basis


		June 30,			December 31,
Description	Level	2022		Level	2021
Assets:
Money Market Funds	1		9,527,778	1	$	278,835,182
Liabilities:
Warrant liabilities – public warrants	1	$	1,518,000	1	$	6,461,798
Warrant liabilities – private placement warrants	2	$	1,130,800	2	$	4,813,571


		December 31,			December 31,
Description	Level	2021		Level	2020
Liabilities:
Warrant Liability – Public Warrants	1	$	6,461,798	3	$	12,558,000
Warrant Liability – Private Placement Warrants	2	$	4,813,571	3	$	9,354,800

Schedule of change in the fair value of the Level 3 warrant liabilities


	Private Placement		Public		Warrant Liabilities
Fair value as of December 31, 2020	$	9,354,800	$	12,558,000	$	21,912,800
Change in fair value		(2,672,800)		(3,588,000)		(6,260,800)
Transfer to Level 1		—		(8,970,000)		(8,970,000)
Transfer to Level 2		(6,682,000)		—		(6,682,000)
Fair value as of March 31, 2021	$	—	$	—	$	—
Fair value as of June 30, 2021	$	—	$	—	$	—


	Private Placement		Public		Warrant Liabilities
Fair value as of December 31, 2020	$	9,354,800	$	12,558,000	$	21,912,800
Change in fair value		(2,672,800)		(3,588,000)		(1,685,600)
Transfer to Level 1		—		(8,970,000)		(8,970,000)
Transfer to Level 2		(6,682,000)		—		(6,682,000)
Fair value as of December 31, 2021	$	—	$	—	$	—

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			5 Months Ended	6 Months Ended	12 Months Ended
	Dec. 17, 2020 USD ($) $ / shares shares	Jul. 20, 2020 item	Dec. 31, 2020 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum \| item		1
Proceeds from sale of Private Placement Warrants			$ 10,280,000
Transaction Costs	$ 15,688,848				$ 15,688,848
Underwriting fees	5,520,000				5,520,000
Deferred Underwriting Fee Payable.	9,660,000		9,660,000	$ 0	9,660,000
Other offering costs	$ 508,848				508,848
Cash held outside the Trust Account				$ 189,147	$ 406,126
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account				80.00%	80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination				50.00%	50.00%
Minimum net tangible assets upon consummation of the Business Combination				$ 5,000,001	$ 5,000,001
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent				20.00%	20.00%
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100.00%	100.00%
Threshold business days for redemption of public shares				10 days	10 days
Maximum net interest to pay dissolution expenses				$ 100,000	$ 100,000
Cash operating bank account				189,147	406,126
Working capital				801,795	234,460
Aggregate purchase price			25,000		$ 25,000
Proceeds from promissory note, related party			$ 38,087	300,000
Sponsor
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price				25,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares	27,600,000				27,600,000
Purchase price, per unit \| $ / shares	$ 10.10
Proceeds from issuance initial public offering	$ 276,000,000
Payments for investment on cash in Trust Account	$ 278,760,000
Investments maximum maturity term	185 days
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrants \| $ / shares	$ 1.00				$ 1.00
Proceeds from issuance initial public offering	$ 10,280,000
Number of warrants issued \| shares	10,280,000
Exercise price of warrants \| $ / shares	$ 11.50				$ 11.50
Proceeds from sale of Private Placement Warrants	$ 10,280,000			$ 10,280,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares	3,600,000				3,600,000
Purchase price, per unit \| $ / shares	$ 10.00				$ 10.00
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrants \| $ / shares	1.00
Exercise price of warrants \| $ / shares	$ 1.00
Sponsor
Subsidiary, Sale of Stock [Line Items]
Loans from sponsor					$ 300,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) per Common Share (Details) - USD ($)	2 Months Ended	3 Months Ended		5 Months Ended		6 Months Ended		12 Months Ended
	Sep. 30, 2020	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2020	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Class A Common Stock
Number of warrants to purchase shares issued		24,080,000				24,080,000		24,080,000
Numerator:
Allocation of net income (loss)		$ 6,821,337	$ (3,915,410)	$ (1,176,921)		$ 13,503,673	$ 812,375	$ 7,366,307
Denominator:
Basic weighted average shares outstanding (in shares)		14,481,736	27,600,000	2,356,098	2,356,098	21,004,630	27,600,000	27,600,000
Weighted average shares outstanding, diluted (in shares)	2,356,098	14,481,736	27,600,000		2,356,098	21,004,630	27,600,000	27,600,000
Basic net income (loss) per common shares (in dollar per share)		$ 0.47	$ (0.14)	$ (0.50)	$ (0.50)	$ 0.64	$ 0.03	$ 0.27
Diluted net income (loss) per common shares (in dollar per share)		$ 0.47	$ (0.14)		$ (0.50)	$ 0.64	$ 0.03	$ 0.27
Class B Common Stock
Numerator:
Allocation of net income (loss)		$ 3,250,110	$ (978,852)	$ (2,907,579)		$ 4,435,943	$ 203,094	$ 1,841,577
Denominator:
Basic weighted average shares outstanding (in shares)		6,900,000	6,900,000	5,820,732	5,820,732	6,900,000	6,900,000	6,900,000
Weighted average shares outstanding, diluted (in shares)	5,820,732	6,900,000	6,900,000		5,820,732	6,900,000	6,900,000	6,900,000
Basic net income (loss) per common shares (in dollar per share)		$ 0.47	$ (0.14)	$ (0.50)	$ (0.50)	$ 0.64	$ 0.03	$ 0.27
Diluted net income (loss) per common shares (in dollar per share)		$ 0.47	$ (0.14)		$ (0.50)	$ 0.64	$ 0.03	$ 0.27

RELATED PARTIES - Founder Shares (Details)		1 Months Ended		5 Months Ended	6 Months Ended	12 Months Ended
RELATED PARTIES - Founder Shares (Details)	Jul. 27, 2020 USD ($) shares	Dec. 31, 2020 shares	Oct. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) shares	Jun. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
RELATED PARTIES [Line Items]
Aggregate purchase price \| $				$ 25,000		$ 25,000
Sponsor
RELATED PARTIES [Line Items]
Aggregate purchase price \| $					$ 25,000
Founder Shares
RELATED PARTIES [Line Items]
Number of shares issued			625,000
Aggregate number of shares owned		6,900,000		6,900,000
Founder Shares \| Class B Common Stock
RELATED PARTIES [Line Items]
Stock split		1.2
Founder Shares \| Sponsor
RELATED PARTIES [Line Items]
Shares subject to forfeiture			625,000
Aggregate number of shares owned		6,150,000		6,150,000
Founder Shares \| Sponsor \| Class B Common Stock
RELATED PARTIES [Line Items]
Aggregate purchase price \| $	$ 25,000		$ 2,717
Number of shares issued	5,750,000
Shares subject to forfeiture			900,000
Share price \| $ / shares			$ 0.004
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20.00%
Restrictions on transfer period of time after business combination completion					1 year	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					$ 12.00	$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					20 days	20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					30 days	30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences					150 days	150 days
Founder Shares \| Direct Anchor
RELATED PARTIES [Line Items]
Aggregate number of shares owned		750,000		750,000
Over-allotment option \| Founder Shares
RELATED PARTIES [Line Items]
Shares subject to forfeiture					0	0

RELATED PARTIES - Additional Information (Details) - USD ($)		3 Months Ended			5 Months Ended	6 Months Ended		12 Months Ended
	Dec. 15, 2020	Jun. 30, 2022	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
RELATED PARTIES [Line Items]
Repayment of promissory note - related party					$ 118,249
Expenses incurred and paid					20,000			$ 240,000
Related Party Loans
RELATED PARTIES [Line Items]
Maximum borrowing capacity of related party promissory note					0			0
Loan conversion agreement warrant		$ 1,500,000				$ 1,500,000		$ 1,500,000
Price of warrant		$ 1.00				$ 1.00		$ 1.00
Related Party Loans \| Working capital loans warrant
RELATED PARTIES [Line Items]
Outstanding balance of related party note		$ 0	$ 0		$ 0	$ 0
Sponsor \| Administrative Services Agreement
RELATED PARTIES [Line Items]
Expenses per month	$ 20,000
Expenses incurred and paid		$ 60,000	$ 60,000	$ 60,000		$ 120,000	$ 120,000

COMMITMENTS AND CONTINGENCIES (Details)		6 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Dec. 14, 2020 item	Jun. 30, 2022 USD ($) $ / shares	Dec. 31, 2021 $ / shares
COMMITMENTS AND CONTINGENCIES
Minimum percentage of founder share holders entitled to make demands	30.00%
Maximum number of demands for registration of securities \| item	3
Deferred fee per unit \| $ / shares		$ 0.35	$ 0.35
Aggregate underwriter cash discount \| $		$ 9,660,000

STOCKHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
STOCKHOLDERS' DEFICIT
Preferred shares, shares authorized	2,000,000	2,000,000		2,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0		0
Preferred shares, shares outstanding	0	0		0

STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)	6 Months Ended	12 Months Ended
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)	Jun. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 Vote $ / shares shares	Dec. 31, 2020 $ / shares shares
Class of Stock [Line Items]
Ratio to be applied to the stock in the conversion	20.00%	20.00%
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	100,000,000	200,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1	1
Common shares, shares issued (in shares)		27,600,000	27,600,000
Common shares, shares outstanding (in shares)		27,600,000	27,600,000
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000	20,000,000	20,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1	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
Number of Class A common stock issued upon conversion of each share (in shares)	1	1
Common stock subject to redemption
Class of Stock [Line Items]
Common shares, shares issued (in shares)	938,090	27,600,000
Common shares, shares outstanding (in shares)	938,090	27,600,000

PUBLIC OFFERING (Details) - $ / shares		12 Months Ended
PUBLIC OFFERING (Details) - $ / shares	Dec. 17, 2020	Dec. 31, 2021
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	27,600,000	27,600,000
Purchase price, per unit	$ 10.10
Initial Public Offering \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Initial Public Offering \| Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit	0.5
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit		1
Number of warrants in a unit		0.5
Number of shares issuable per warrant		1
Exercise price of warrants		$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	3,600,000	3,600,000
Purchase price, per unit	$ 10.00	$ 10.00
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants	$ 1.00

PRIVATE PLACEMENT (Details) - USD ($)		5 Months Ended	6 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Dec. 17, 2020	Dec. 31, 2020	Jun. 30, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price		$ 10,280,000
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued			24,080,000	24,080,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	10,280,000			10,280,000
Price of warrants	$ 1.00			$ 1.00
Aggregate purchase price	$ 10,280,000		$ 10,280,000
Number of shares per warrant	1			1
Exercise price of warrant	$ 11.50			$ 11.50

INCOME TAX - Schedule of components of Companys net deferred tax assets (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax asset
Organizational costs/Startup expenses	$ 322,963	$ 50,401
Net operating loss carryforward	28,689	1,046
Total deferred tax assets	351,652	51,447
Valuation allowance	$ (351,652)	$ (51,447)

INCOME TAX (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Change in valuation allowance	$ 351,652	$ 51,447
Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	137,000	5,000
Change in valuation allowance	$ 300,205	$ 51,447

FAIR VALUE MEASUREMENTS (Details) - USD ($)	6 Months Ended
FAIR VALUE MEASUREMENTS (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Assets:
Assets held in trust account	$ 9,528,176	$ 278,836,080	$ 278,767,785
Cash withdrawn from trust account to pay franchise tax	80,500
Cash withdrawn from trust account in connection with redemption	269,528,286
Cash
Assets:
Assets held in trust account	398	898	897
U.S. Treasury securities
Assets:
Assets held in trust account			278,766,888
Money Market Funds
Assets:
Assets held in trust account	9,527,835,182	278,835,182
Level 1 \| Recurring \| Public Warrants
Liabilities:
Warrant liabilities	1,518,000	6,461,798
Level 1 \| U.S. Treasury securities \| Recurring
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Amortized Cost			278,766,888
Gross Holding Loss			(7,079)
Fair Value			278,773,966
Level 1 \| Money Market Funds \| Recurring
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Fair Value		278,835,182
Assets:
Assets held in trust account	9,527,778	278,835,182
Level 2 \| Recurring \| Private Placement Warrants
Liabilities:
Warrant liabilities	$ 1,130,800	4,813,571
Level 3 \| Recurring \| Public Warrants
Liabilities:
Warrant liabilities		6,461,798	12,558,000
Level 3 \| Recurring \| Private Placement Warrants
Liabilities:
Warrant liabilities		$ 4,813,571	$ 9,354,800