FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2021

FAIR VALUE MEASUREMENTS [Abstract]

Assets and Liabilities Measured at Fair Value

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

Description	Level		December 31, 2021
Assets:
Marketable securities held in Trust Account		1	$	345,030,847
Liabilities:
Warrant liability – Private Placement Warrants		2	$	4,324,000
Warrant liability – Public Warrants		1	$	8,625,000

Changes in Fair Value of Financial Instruments Measured at Fair Value on Recurring Basis

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the period March 3, 2021 (inception) through December 31, 2021:

	Fair Value Measurement Using Level 3 Inputs Total
Balance, Fair value at March 3, 2021 (inception)	$	—
Derivative liabilities recorded on issuance of warrants		16,997,500
Change in fair value of the warrants during the period		(4,048,500	)
Transfer to Level 1		(8,625,000	)
Transfer to Level 2		(4,324,000	)
Balance, December 31, 2021	$	—

The following table provides a summary of the changes in the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis:

	Private Placement Warrants			Public Warrants			Total
Fair value at March 3, 2021 (inception)	$	—		$	—		$	—
Initial measurement at October 8, 2021		5,785,000			11,212,500			16,997,500
Change in fair value		(1,461,000	)		(2,587,500	)		(4,048,500	)
Fair value at December 31, 2021	$	4,324,000		$	8,625,000		$	12,949,000

Key Inputs into Monte Carlo and Black-Scholes Simulation

The key inputs into the Monte Carlo and Black-Scholes simulation models at issuance were as follows:

	October 8, 2021
Risk-free interest rate		0.93	%
Expected life of warrants	6.5 years
Expected volatility of underlying shares		15.0	%
Dividend yield		0	%
Probability of business combination		90	%