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Delaware | 85-0930174 | |
(State or other jurisdiction of
| I.R.S. Employer Identification Number) |
Title of each class | Trading
| Name of each exchange on which registered | ||
Class A common stock, par value $0.0001 per share | PSTH | New York Stock Exchange | ||
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $23.00 | PSTH.WS | New York Stock Exchange |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
Emerging growth company | ☒ |
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March 31, 2021 | December 31, 2020 | |||||||
(Unaudited) | (Audited) | |||||||
Assets | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 25,117,342 | $ | 25,348,287 | ||||
Prepaid expenses | 2,175,501 | 2,601,472 | ||||||
Dividends receivable from operating account | 228 | 220 | ||||||
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Total Current Assets | 27,293,071 | 27,949,979 | ||||||
Cash and marketable securities held in Trust Account | 4,002,588,732 | 4,001,690,454 | ||||||
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Total Assets | $ | 4,029,881,803 | $ | 4,029,640,433 | ||||
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Liabilities and Stockholders’ Equity / (Deficit) | ||||||||
Current Liabilities: | ||||||||
Accrued expenses | $ | 5,877,314 | $ | 1,207,263 | ||||
Accrued offering costs | 85,000 | 85,000 | ||||||
Income taxes payable | 289,155 | 289,155 | ||||||
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Total Current Liabilities | 6,251,469 | 1,581,418 | ||||||
Forward Purchase Agreement liabilities | 325,272,200 | 593,893,320 | ||||||
Outstanding Warrant liabilities | 389,712,103 | 462,704,684 | ||||||
Deferred income taxes payable | 188,639 | — | ||||||
Deferred underwriting fees payable | 56,250,000 | 56,250,000 | ||||||
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Total Liabilities | 777,674,411 | 1,114,429,422 | ||||||
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Commitments | ||||||||
Class A Common Stock, $0.0001 par value, 200,000,000 shares subject to possible redemption at redemption value | 4,002,110,938 | 4,001,401,299 | ||||||
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Stockholders’ Equity / (Deficit) | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | — | ||||||
Class A Common Stock, $0.0001 par value; 3,000,000,000 shares authorized | — | — | ||||||
Class B Common Stock, $0.0001 par value; 20,000,000 shares authorized; 100 shares issued and outstanding | — | — | ||||||
Additional paid-in capital | 25,000 | 25,000 | ||||||
Accumulated deficit | (749,928,546 | ) | (1,086,215,288 | ) | ||||
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Total Stockholders’ Equity / (Deficit) | (749,903,546 | ) | (1,086,190,288 | ) | ||||
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Total Liabilities and Stockholders’ Equity / (Deficit) | $ | 4,029,881,803 | $ | 4,029,640,433 | ||||
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September 30, 2021 | December 31, 2020 | |||||||
(Unaudited) | (Audited) | |||||||
Assets | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 32,662,874 | $ | 25,348,287 | ||||
Prepaid expenses | 1,360,537 | 2,601,472 | ||||||
Expense reimbursement receivable | 91,352 | 0 | ||||||
Dividends receivable from operating account | 268 | 220 | ||||||
Total Current Assets | 34,115,031 | 27,949,979 | ||||||
Forward Purchase Agreement assets | 5,616,320 | 0 | ||||||
Cash and marketable securities held in Trust Account | 4,002,434,511 | 4,001,690,454 | ||||||
Total Assets | $ | 4,042,165,862 | $ | 4,029,640,433 | ||||
Liabilities and Stockholders’ Equity / (Deficit) | ||||||||
Current Liabilities: | ||||||||
Accrued expenses | $ | 9,382,024 | $ | 1,207,263 | ||||
Accrued offering costs | 0 | 85,000 | ||||||
Income taxes payable | 2,427 | 289,155 | ||||||
Total Current Liabilities | 9,384,451 | 1,581,418 | ||||||
Forward Purchase Agreement liabilities | – | 593,893,320 | ||||||
Outstanding Warrant liabilities | 213,041,212 | 462,704,684 | ||||||
Deferred underwriting fees payable | 56,250,000 | 56,250,000 | ||||||
Total Liabilities | 278,675,663 | 1,114,429,422 | ||||||
Commitments | 0 | 0 | ||||||
Class A Common Stock, $0.0001 par value, 200,000,000 shares subject to possible redemption at redemption value | 4,002,432,084 | 4,001,401,299 | ||||||
Stockholders’ Equity / (Deficit) | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding | 0– | 0– | ||||||
Class A Common Stock, $0.0001 par value; 3,000,000,000 shares authorized | 0 | 0 | ||||||
Class B Common Stock, $0.0001 par value; 20,000,000 shares authorized; 100 shares issued and outstanding | 0– | 0– | ||||||
Additional paid-in capital | 25,000 | 25,000 | ||||||
Accumulated deficit | (238,966,885 | ) | (1,086,215,288 | ) | ||||
Total Stockholders’ Equity / (Deficit) | (238,941,885 | ) | (1,086,190,288 | ) | ||||
Total Liabilities and Stockholders’ Equity / (Deficit) | $ | 4,042,165,862 | $ | 4,029,640,433 | ||||
FOR THE THREE MONTHS ENDED MARCH 31, 2021
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Three Months Ended | Nine Months Ended | Period From May 4, 2020 (Inception) Through | ||||||||||||||
September 30, 2021 | September 30, 2020 | September 30, 2021 | September 30, 2020 | |||||||||||||
Interest and dividends earned in operating account | $ | 458 | $ | 767 | $ | 1,529 | $ | 767 | ||||||||
Legal fees | (5,106,969 | ) | (188,368 | ) | (17,403,109 | ) | (188,368 | ) | ||||||||
Advisory fees | (146,098 | ) | 0 | (5,146,098 | ) | 0 | ||||||||||
Insurance expense | (413,309 | ) | (332,909 | ) | (1,239,928 | ) | (332,909 | ) | ||||||||
Tender offer expense | (1,227,184 | ) | 0 | (1,232,342 | ) | 0 | ||||||||||
Printing fees | (1,110,380 | ) | 0 | (1,159,925 | ) | 0 | ||||||||||
Accounting and tax expense | (103,065 | ) | (4,572 | ) | (449,179 | ) | (4,572 | ) | ||||||||
Franchise tax expense | (50,000 | ) | (83,059 | ) | (150,000 | ) | (83,059 | ) | ||||||||
Research expense | (31,164 | ) | (22,000 | ) | (58,477 | ) | (22,000 | ) | ||||||||
Other expenses | 76,034 | (37,856 | ) | (153,111 | ) | (50,738 | ) | |||||||||
Expense reimbursement | 25,065,931 | 0 | 25,065,931 | 0 | ||||||||||||
Income/(Loss) from operations | 16,954,254 | (667,997 | ) | (1,924,709 | ) | (680,879 | ) | |||||||||
Dividends earned on marketable securities held in Trust Account | 19,960 | 16,394 | 99,839 | 16,394 | ||||||||||||
Realized gains on marketable securities held in Trust Account | 0 | 0 | 1,092,900 | 0 | ||||||||||||
Change in unrealized gains on marketable securities held in Trust Account | 239,842 | 776,260 | 57,379 | 776,260 | ||||||||||||
Income earned in Trust Account | 259,802 | 792,654 | 1,250,118 | 792,654 | ||||||||||||
Transaction costs allocable to Outstanding Warrant liabilities | 0 | (912,625 | ) | 0 | (912,625 | ) | ||||||||||
Change in fair value of Forward Purchase Agreement liabilities/assets | 313,523,920 | (231,470,840 | ) | 599,509,640 | (231,470,840 | ) | ||||||||||
Change in fair value of Outstanding Warrant liabilities | 13,631,285 | (214,771,598 | ) | 249,663,472 | (214,771,598 | ) | ||||||||||
Other income/(loss) | 327,155,205 | (447,155,063 | ) | 849,173,112 | (447,155,063 | ) | ||||||||||
Income/(loss) before income tax benefit/(provision) | 344,369,261 | (447,030,406 | ) | 848,498,521 | (447,043,288 | ) | ||||||||||
Income tax benefit/(provision) | 6,211 | (23,473 | ) | (219,332 | ) | (23,473 | ) | |||||||||
Net income/(loss) | $ | 344,375,472 | $ | (447,053,879 | ) | $ | 848,279,189 | $ | (447,066,761 | ) | ||||||
Basic weighted-average shares outstanding, Class A Common Stock subject to possible redemption | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||||
Basic net income per share, Class A Common Stock subject to possible redemption | $ | 0.00 | $ | 0.00 | $ | 0.01 | $ | 0.00 | ||||||||
Diluted weighted-average shares outstanding, Class A Common Stock subject to possible redemption | 202,021,454 | 216,517,377 | 225,265,596 | 216,517,377 | ||||||||||||
Diluted net income per share, Class A Common Stock subject to possible redemption | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||||
Basic and diluted weighted-average shares outstanding, Non-redeemable Class B Common Stock | 100 | 100 | 100 | 100 | ||||||||||||
Basic net income/(loss) per share, Non-redeemable Class B Common Stock | $ | 3,441,094.59 | $ | (4,478,230.60 | ) | $ | 8,472,484.03 | $ | (4,478,359.42 | ) | ||||||
Diluted net income/(loss) per share, Non-redeemable Class B Common Stock | $ | 305,855.39 | $ | (4,478,230.60 | ) | $ | 2,477,387.63 | $ | (4,478,359.42 | ) | ||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2021
(UNAUDITED)
Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders’ Equity / (Deficit) | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance – December 31, 2020 (Audited) | — | $ | — | 100 | $ | — | $ | 25,000 | $ | (1,086,215,288 | ) | $ | (1,086,190,288 | ) | ||||||||||||||
Measurement adjustment on redeemable | — | — | — | — | — | (709,639 | ) | (709,639 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 336,996,381 | 336,996,381 | |||||||||||||||||||||
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Balance – March 31, 2021 (Unaudited) | — | $ | — | 100 | $ | — | $ | 25,000 | $ | (749,928,546 | ) | $ | (749,903,546 | ) | ||||||||||||||
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For the Three and Nine Months Ended September 30, 2021 | ||||||||||||||||||||||||||||
Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders’ Equity / (Deficit) | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance – December 31, 2020 (Audited) | 0 | $ | 0 | 100 | $ | 0 | $ | 25,000 | $ | (1,086,215,288 | ) | $ | (1,086,190,288 | ) | ||||||||||||||
Measurement adjustment on redeemable common stock | – | 0 | – | 0 | 0 | (764,773 | ) | (764,773 | ) | |||||||||||||||||||
Net income | – | 0 | – | 0 | 0 | 503,903,717 | 503,903,717 | |||||||||||||||||||||
Balance – June 30, 2021 (Unaudited) | 0 | $ | 0 | 100 | $ | 0 | $ | 25,000 | $ | (583,076,344 | ) | $ | (583,051,344 | ) | ||||||||||||||
Measurement adjustment on redeemable common stock | – | 0 | – | 0 | 0 | (266,013 | ) | (266,013 | ) | |||||||||||||||||||
Net income | – | 0 | – | 0 | 0 | 344,375,472 | 344,375,472 | |||||||||||||||||||||
Balance – September 30, 2021 (Unaudited) | 0 | $ | 0 | 100 | $ | 0 | $ | 25,000 | $ | (238,966,885 | ) | $ | (238,941,885 | ) | ||||||||||||||
For the Period From May 4, 2020 (Inception) Through September 30, 2020 | ||||||||||||||||||||||||||||
Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders’ Equity / (Deficit) | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance – May 4, 2020 (inception) | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Issuance of Class B Common Stock to Sponsor | 0 | 0 | 100 | 0 | 25,000 | 0 | 25,000 | |||||||||||||||||||||
Net loss | – | 0 | – | 0 | 0 | (12,882 | ) | (12,882 | ) | |||||||||||||||||||
Balance – June 30, 2020 (Unaudited) | 0 | $ | 0 | 100 | $ | 0 | $ | 25,000 | $ | (12,882 | ) | $ | 12,118 | |||||||||||||||
Measurement adjustment on redeemable common stock | – | 0 | – | 0 | 0 | (130,673,722 | ) | (130,673,722 | ) | |||||||||||||||||||
Net loss | – | 0 | – | 0 | 0 | (447,053,879 | ) | (447,053,879 | ) | |||||||||||||||||||
Balance – September 30, 2020 (Unaudited) | 0 | $ | 0 | 100 | $ | 0 | $ | 25,000 | $ | (577,740,483 | ) | $ | (577,715,483 | ) | ||||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2021
Cash flows from operating activities: | ||||
Net income | $ | 336,996,381 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Change in fair value of Forward Purchase Agreement liabilities | (268,621,120 | ) | ||
Change in fair value of Outstanding Warrant liabilities | (72,992,581 | ) | ||
Unrealized gains on marketable securities held in Trust Account | (898,278 | ) | ||
Changes in operating assets and liabilities: | ||||
Dividends receivable from operating account | (8 | ) | ||
Prepaid expenses | 425,971 | |||
Accrued expenses | 4,670,051 | |||
Deferred income taxes payable | 188,639 | |||
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Net cash used in operating activities | (230,945 | ) | ||
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Net decrease in cash | (230,945 | ) | ||
Cash and cash equivalents – beginning of period | 25,348,287 | |||
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Cash and cash equivalents – end of period | $ | 25,117,342 | ||
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Supplemental disclosure of non-cash activities: | ||||
Deferred underwriting fees payable | $ | 56,250,000 | ||
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Change in value of common stock subject to possible redemption | $ | 709,639 | ||
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Nine Months Ended | Period From May 4, 2020 (Inception) Through | |||||||
September 30, 2021 | September 30, 2020 | |||||||
Cash flows from operating activities: | ||||||||
Net income/(loss) | $ | 848,279,189 | $ | (447,066,761 | ) | |||
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities: | ||||||||
Transaction costs allocable to Outstanding Warrant liabilities | 0 | 912,625 | ||||||
Change in fair value of Forward Purchase Agreement liabilities/assets | (599,509,640 | ) | 231,470,840 | |||||
Change in fair value of Outstanding Warrant liabilities | (249,663,472 | ) | 214,771,598 | |||||
Dividends earned on marketable securities held in Trust Account | (99,839 | ) | (16,394 | ) | ||||
Realized gains on marketable securities held in Trust Account | (1,092,900 | ) | 0 | |||||
Change in unrealized gains on marketable securities held in Trust Account | (57,379 | ) | (776,260 | ) | ||||
Changes in operating assets and liabilities: | ||||||||
Dividends receivable from operating account | (48 | ) | (168 | ) | ||||
Expense reimbursement receivable | (91,352 | ) | 0 | |||||
Prepaid expenses | 1,240,935 | (3,027,437 | ) | |||||
Accrued expenses | 8,174,761 | 279,400 | ||||||
Income taxes payable | (286,728 | ) | 23,473 | |||||
Net cash provided by/(used in) operating activities | 6,893,527 | (3,429,084 | ) | |||||
Cash flows from investing activities: | ||||||||
Investment of cash in Trust Account | 0 | (4,000,000,000 | ) | |||||
Cash withdrawn from Trust Account to pay income taxes | 506,060 | 0 | ||||||
Net cash provided by/(used in) investing activities | 506,060 | (4,000,000,000 | ) | |||||
Cash flows from financing activities: | ||||||||
Proceeds from sales of Units | – | 4,000,000,000 | ||||||
Proceeds from sales of Sponsor and Director Warrants | – | 67,837,500 | ||||||
Payment of underwriting fees | – | (35,000,000 | ) | |||||
Payment of offering costs | (85,000 | ) | (2,843,031 | ) | ||||
Proceeds from promissory note – related party | – | 1,121,120 | ||||||
Repayment of promissory note – related party | – | (1,121,120 | ) | |||||
Proceeds from issuance of Class B Common Stock to Sponsor | – | 25,000 | ||||||
Net cash provided by financing activities | (85,000 | ) | 4,030,019,469 | |||||
Net change in cash | 7,314,587 | 26,590,385 | ||||||
Cash and cash equivalents – beginning of period | 25,348,287 | 0 | ||||||
Cash and cash equivalents – end of period | $ | 32,662,874 | $ | 26,590,385 | ||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid for income taxes | $ | 506,060 | $ | 0 | ||||
Supplemental disclosure of non-cash activities: | ||||||||
Deferred underwriting fees payable | $ | 0 | $ | 56,250,000 | ||||
Change in value of common stock subject to possible redemption | $ | 1,030,785 | $ | 769,181 | ||||
MARCH 31,
Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing an Initial Business Combination. If, however, stockholder approval of the transaction is required, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will conduct the redemptions in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Each Public Stockholder may elect to redeem its Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with an Initial Business Combination, the Company’s Sponsor, Forward Purchasers (as defined in Note 4), directors and officers have agreed to vote their Class B Common Stock as well as any Public Shares and Forward Purchase Securities (as defined in Note 4) held by them in favor of approving the Initial Business Combination.
accounts and has not experienced any losses.
periods reported.
obligations.
Liabilities/Assets
charged to expense, and the portion of offering costs assigned to the Public Shares being allocated to stockholders’ equity upon the completion of the Initial Public Offering. Public Stockholders who properly redeem their Public Shares (as described in Note 1) in connection with the Initial Business Combination will not bear any of the offering costs. Total offering costs amounted to $94,623,187, which consist of $35,000,000 of upfront underwriting fees, $56,250,000 of deferred underwriting fees (further discussed in Note 5) and $3,373,187 of other offering costs, of which $912,625 was charged to expense and $93,710,562 was charged to stockholders’ equity.
outstanding for the period.
Three Months Ended March 31, 2021 (Basic) | Three Months Ended March 31, 2021 (Diluted) | |||||||
Class A Common Stock Subject to Possible Redemption | ||||||||
Numerator: Earnings allocable to Class A Common Stock subject to possible redemption | ||||||||
Income earned in Trust Account | $ | 898,278 | $ | 898,278 | ||||
Income taxes | (188,639 | ) | (188,639 | ) | ||||
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Net earnings | $ | 709,639 | $ | 709,639 | ||||
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Denominator: Weighted-average Class A Common Stock subject to possible Redemption | ||||||||
Weighted-average shares outstanding, Class A Common Stock subject to possible redemption | 200,000,000 | 243,057,132 | ||||||
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Net income per share, Class A Common Stock subject to possible redemption | $ | 0.00 | $ | 0.00 | ||||
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Non-Redeemable Class B Common Stock | ||||||||
Numerator: Net income minus net earnings and change in fair value FPA liabilities | ||||||||
Net income | $ | 336,996,381 | $ | 336,996,381 | ||||
Net earnings allocable to Class A Common Stock subject to possible redemption | (709,639 | ) | (709,639 | ) | ||||
Change in fair value of FPA liabilities | — | (268,621,120 | ) | |||||
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Non-redeemable net income | $ | 336,286,742 | $ | 67,665,622 | ||||
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Denominator: Weighted-average Non-redeemable Class B Common Stock | ||||||||
Weighted-average shares outstanding, Non-redeemable Class B Common Stock | 100 | 100 | ||||||
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Net income per share, Non-redeemable Class B Common Stock | $ | 3,362,867.42 | $ | 676,656.22 | ||||
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Income Taxes
The Company follows the asset and liability method
Three Months Ended | ||||||||||||||||
September 30, 2021 | September 30, 2020 | |||||||||||||||
(Basic) | (Diluted) | (Basic) | (Diluted) | |||||||||||||
Class A Common Stock Subject to Possible Redemption | ||||||||||||||||
Numerator: Earnings allocable to Class A Common Stock subject to possible redemption | ||||||||||||||||
Income earned in Trust Account | $ | 259,802 | $ | 259,802 | $ | 792,654 | $ | 792,654 | ||||||||
Income taxes | 6,211 | 6,211 | (23,473 | ) | (23,473 | ) | ||||||||||
Net earnings | $ | 266,013 | $ | 266,013 | $ | 769,181 | $ | 769,181 | ||||||||
Denominator: Weighted-average Class A Common Stock subject to possible redemption | ||||||||||||||||
Weighted-average shares outstanding, Class A Common Stock subject to possible redemption | 200,000,000 | 202,021,454 | 200,000,000 | 216,517,377 | ||||||||||||
Net income per share, Class A Common Stock subject to possible redemption | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||||
Non-Redeemable Class B Common Stock | ||||||||||||||||
Numerator: Net income/(loss) minus net earnings and change in fair value of FPA assets/liabilities | ||||||||||||||||
Net income/(loss) | $ | 344,375,472 | $ | 344,375,472 | $ | (447,053,879 | ) | $ | (447,053,879 | ) | ||||||
Net earnings allocable to Class A Common Stock subject to possible redemption | (266,013 | ) | (266,013 | ) | (769,181 | ) | (769,181 | ) | ||||||||
Change in fair value of FPA assets/liabilities | – | (313,523,920 | ) | – | – | |||||||||||
Non-redeemable net income/(loss) | $ | 344,109,459 | $ | 30,585,539 | $ | (447,823,060 | ) | $ | (447,823,060 | ) | ||||||
Denominator: Weighted-average Non-redeemable Class B Common Stock | ||||||||||||||||
Weighted-average shares outstanding, Non-redeemable Class B Common Stock | 100 | 100 | 100 | 100 | ||||||||||||
Net income/(loss) per share, Non-redeemable Class B Common Stock | $ | 3,441,094.59 | $ | 305,855.39 | $ | (4,478,230.60 | ) | $ | (4,478,230.60 | ) | ||||||
Nine Months Ended September 30, 2021 | Period From May 4, 2020 (Inception) through September 30, 2020 | |||||||||||||||
(Basic) | (Diluted) | (Basic) | (Diluted) | |||||||||||||
Class A Common Stock Subject to Possible Redemption | ||||||||||||||||
Numerator: Earnings allocable to Class A Common Stock subject to possible redemption | ||||||||||||||||
Income earned in Trust Account | $ | 1,250,118 | $ | 1,250,118 | $ | 792,654 | $ | 792,654 | ||||||||
Income taxes | (219,332 | ) | (219,332 | ) | (23,473 | ) | (23,473 | ) | ||||||||
Net earnings | $ | 1,030,786 | $ | 1,030,786 | $ | 769,181 | $ | 769,181 | ||||||||
Denominator: Weighted-average Class A Common Stock subject to possible redemption | ||||||||||||||||
Weighted-average shares outstanding, Class A Common Stock subject to possible redemption | 200,000,000 | 225,265,596 | 200,000,000 | 216,517,377 | ||||||||||||
Net income per share, Class A Common Stock subject to possible redemption | $ | 0.01 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||||
Non-Redeemable Class B Common Stock | ||||||||||||||||
Numerator: Net income/(loss) minus net earnings and change in fair value of FPA assets/liabilities | ||||||||||||||||
Net income/(loss) | $ | 848,279,189 | $ | 848,279,189 | $ | (447,066,761 | ) | $ | (447,066,761 | ) | ||||||
Net earnings allocable to Class A Common Stock subject to possible redemption | (1,030,786 | ) | (1,030,786 | ) | (769,181 | ) | (769,181 | ) | ||||||||
Change in fair value of FPA assets/liabilities | – | (599,509,640 | ) | – | – | |||||||||||
Non-redeemable net income/(loss) | $ | 847,248,403 | $ | 247,738,763 | $ | (447,835,942 | ) | $ | (447,835,942 | ) | ||||||
Denominator: Weighted-average Non-redeemable Class B Common Stock | ||||||||||||||||
Weighted-average shares outstanding, Non-redeemable Class B Common Stock | 100 | 100 | 100 | 100 | ||||||||||||
Net income/(loss) per share, Non-redeemable Class B Common Stock | $ | 8,472,484.03 | $ | 2,477,387.63 | $ | (4,478,359.42 | ) | $ | (4,478,359.42 | ) | ||||||
Note to be drawn down, however there were0 borrowings outstanding.
and Contingencies
IBC, such that the Sponsor Warrants would not be exercised or otherwise participate in the Proposed IBC. Instead, they would remain in place, but the exercise price would be adjusted to equal 120% of RemainCo’s (defined below) net asset value immediately prior to the time it completed its anticipated future business combination with an operating business; and |
sheets.
Level 1: | Valuation determined based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. 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: | Valuation determined based on 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: | Valuation determined based on unobservable inputs on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. |
At December 31, 2020, assets held in the Trust Account include cash of $927,
Description | Level | March 31, 2021 | ||||||
Assets: | ||||||||
Cash and marketable securities held in Trust Account | 1 | $ | 4,002,588,732 | |||||
Liabilities: | ||||||||
Outstanding Warrants Liability – Public Warrants | 1 | 181,111,109 | ||||||
Outstanding Warrants Liability – Private Placement Warrants | 3 | 208,600,994 | ||||||
Committed Forward Purchase Agreement Liability | 3 | 240,132,200 | ||||||
Additional Forward Purchase Agreement Liability | 3 | 85,140,000 |
Description | Level | September 30, 2021 | ||||||
Assets: | ||||||||
Cash and marketable securities held in Trust Account | 1 | $4,002,434,511 | ||||||
Committed Forward Purchase Agreement Asset | 3 | 7,766,320 | ||||||
Liabilities: | ||||||||
Outstanding Warrants Liability – Public Warrants | 1 | 28,666,666 |
Outstanding Warrants Liability – Private Placement Warrants | 3 | 184,374,546 | ||||||
Additional Forward Purchase Agreement Liability | 3 | 2,150,000 |
Inputs – Private Placement Warrants | March 31, 2021 | |||
Strike Price | $ | 24.00 | ||
Risk-Free Interest Rate | 1.77 | % | ||
Underlying Stock Price | $ | 24.01 | ||
Public Warrant Price | $ | 8.15 | ||
Term (Years) | 10.65 | |||
Volatility | 25.00 | % | ||
Illiquidity Discount | 17.00 | % | ||
Probability of Warrant Renegotiation | 24.50 | % |
Inputs – Private Placement Warrants | September 30, 2021 | |||
Strike Price | $24.00 | |||
Risk-Free Interest Rate | 1.57% | |||
Underlying Stock Price | $19.41 | |||
Public Warrant Price | $1.29 | |||
Term (Years) | 10.40 | |||
Volatility | 25.0% | |||
Illiquidity Discount | 20.0% | |||
Probability of Warrant Renegotiation | 24.5% |
Inputs – Forward Purchase Agreements | September 30, 2021 | ||||
Exercise Price | $ | 20.00 | |||
Risk-Free Interest Rate | 0.05% | ||||
Underlying Stock Price | |||||
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Public Warrant Price | $1.29 | ||||
Term (Years) | 0.40 | ||||
Discount for Lack of Marketability – Committed FPA | |||||
Discount for Lack of Marketability – Additional FPA | |||||
Discount for Probability of Exercise – Additional FPA |
Public Warrants | Private Placement Warrants | Total Outstanding Warrants | ||||||||||
Fair Value at December 31, 2020 | $ | 213,333,331 | $ | 249,371,353 | $ | 462,704,684 | ||||||
Change in Fair Value | (32,222,222 | ) | (40,770,359 | ) | (72,992,581 | ) | ||||||
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Fair Value at March 31, 2021 | $ | 181,111,109 | $ | 208,600,994 | $ | 389,712,103 | ||||||
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Committed Forward Purchase Agreement | Additional Forward Purchase Agreement | Forward Purchase Agreements | ||||||||||
Fair Value at December 31, 2020 | $ | 429,783,320 | $ | 164,110,000 | $ | 593,893,320 | ||||||
Change in Fair Value | (189,651,120 | ) | (78,970,000 | ) | (268,621,120 | ) | ||||||
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Fair Value at March 31, 2021 | $ | 240,132,200 | $ | 85,140,000 | $ | 325,272,200 | ||||||
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Outstanding Warrants Liability | Public Warrants | Private Placement Warrants | Total Outstanding Warrants | |||||||||
Fair Value at December 31, 2020 | $ 213,333,331 | $ 249,371,353 | $ 462,704,684 | |||||||||
Change in Fair Value | (184,666,665 | ) | (64,996,807 | ) | (249,663,472 | ) | ||||||
Fair Value at September 30, 2021 | $ 28,666,666 | $ 184,374,546 | $ 213,041,212 | |||||||||
FPA Liability / (Asset) | Committed Forward Purchase Agreement | Additional Forward Purchase Agreement | Forward Purchase Agreements | |||||||||
Fair Value at December 31, 2020 – Liability | $ 429,783,320 | $ 164,110,000 | $ 593,893,320 | |||||||||
Change in Fair Value | (437,549,640 | ) | (161,960,000 | ) | (599,509,640 | ) | ||||||
Fair Value at September 30, 2021 – Liability / (Asset) | $ (7,766,320) | $ 2,150,000 | $ (5,616,320) | |||||||||
Certain Observations
During
● | The Company and the Pershing Square Funds agreed to amend and restate the Forward Purchase Agreement concurrently with the closing of the Proposed IBC, pursuant to which the Forward Purchasers would exercise their right to purchase an aggregate amount of $1.6 billion of Forward Purchase Units ($1.0 billion of Committed Forward Purchase Units and $600 million of Additional Forward Purchase Units). The price per share at which the Pershing Square Funds would have exercised such amended Forward Purchase Agreement would be equal to RemainCo’s net asset value at the time of such purchase; |
● | The Company and the Sponsor agreed to amend the Sponsor Warrants concurrently with the closing of the Proposed IBC, such that the Sponsor Warrants would not be exercised or otherwise participate in the Proposed IBC. Instead, they would remain in place, but the exercise price would be adjusted to equal 120% of RemainCo’s net asset value immediately prior to the time it completed its anticipated future business combination with an operating business; and |
● | The Company and its independent directors agreed that the Director Warrants would not be exercised in connection with the Proposed IBC, and would be amended concurrently with the closing of the Proposed IBC. The result of such amendment would have been that, (i) the holders of the Director Warrants would receive shares in the Company in exchange for approximately 72% of the fair market value of the Director Warrants (as determined by a third-party valuation firm), to compensate for the fact that they would not participate in the Proposed IBC as originally envisioned, (ii) such shares would participate in the Distribution and (iii) the roughly 28% of the value of the Director Warrants would remain in place with their exercise price adjusted in the same manner as the exercise price of the Sponsor Warrants as explained above. |
an Initial Business Combination.
$23,473, offset by (a) income earned on marketable securities held in the trust account of $792,654, and (b) interest and dividends earned on marketable securities held in the operating account of $767.
FOR THE THREE MONTHS ENDED MARCH 31, 2021
Net income | $ | 336,996,381 | ||
Less: | ||||
Change in fair value of Forward Purchase Agreement liabilities | 268,621,120 | |||
Change in fair value of Outstanding Warrant liabilities | 72,992,581 | |||
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| |||
Adjusted net loss | $ | (4,617,320 | ) |
For the Three Months Ended September 30, 2021 | For the Nine Months Ended September 30, 2021 | |||||||
Net income | $ | 344,375,472 | $ | 848,279,189 | ||||
Less: | ||||||||
Change in fair value of Forward Purchase Agreement liabilities/assets | 313,523,920 | 599,509,640 | ||||||
Change in fair value of Outstanding Warrant liabilities | 13,631,285 | 249,663,472 | ||||||
Adjusted net income/(loss | $ | 17,220,267 | $ | (893,923 | ) |
As of September 30, 2021 and December 31, 2020, $378,880 was left under the promissory note to be drawn down, and there were no borrowings outstanding, respectively.
account to pay our income tax obligations.
payable, and the remaining 50% of the aggregate deferred underwriting fees will be subject to a
sheets. The Company adjusts the carrying value of redeemable common stock to equal the redemption value of the cash held in the Trust Account net of income taxes payable at the end of each reporting period.
/ Assets
liabilities/assets.
period.
Arrangements
Pronouncements
September 30, 2021.
31.1 | ||
31.2 | ||
32.1 | ||
32.2 | ||
101.INS | XBRL Instance Document. | |
101.SCH | XBRL Taxonomy Extension Schema Document. | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | |
104 | Cover Page Interactive Data File (formatted as an Inline XBRL document and included in Exhibit 101). |
* | Filed herewith. |
|
Incorporated by reference to the Company’s Amendment No. 4 to Registration Statement on Form S-1/A filed on July 20, 2020. |
(2) | Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 28, 2020. |
(3) | Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 31, 2021. |
(4) | Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 19, 2021. |
Date: | Pershing Square Tontine Holdings, Ltd. | |||||
/s/ William A. Ackman | ||||||
Name: | William A. Ackman | |||||
Title: | Chief Executive Officer, Chairman of the Board of Directors | |||||
Date: | /s/ Michael Gonnella | |||||
Name: | Michael Gonnella | |||||
Title: | Chief Financial Officer |
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