System1 (SST) 10-K 30 Mar 22 2021 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 15, 2022	Jun. 30, 2021
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Entity File Number	001-39331
Entity Registrant Name	System1, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1531250
Entity Address, Address Line One	4235 Redwood Avenue
Entity Address, City or Town	Marina Del Rey
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	90066
City Area Code	310
Local Phone Number	924-6037
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	true
Entity Central Index Key	0001805833
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Public Float			$ 512,325,000
Entity Common Stock, Shares Outstanding		81,696,614
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	Philadelphia, PA
Class A ordinary shares
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	SST
Security Exchange Name	NYSE
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50 per share
Trading Symbol	SST.WS
Security Exchange Name	NYSE

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 53,147	$ 843,643
Prepaid expenses	67,083	209,790
Total Current Assets	120,230	1,053,433
Cash held in Trust Account	517,500,000	517,500,000
TOTAL ASSETS	517,620,230	518,553,433
Current liabilities
Accounts Payable and Accrued Expenses	12,557,125	613,050
Promissory note - related party	450,000	0
Total Current Liabilities	13,007,125	613,050
Warrant Liability	29,305,834	53,005,335
FPA Liability	0	10,654,540
Deferred Underwriting Fee Payable	18,112,500	18,112,500
Total Liabilities	60,425,459	82,385,425
Commitments
Class A Ordinary Shares subject to possible redemption, 51,750,000 shares issued and outstanding at redemption value as of December 31, 2021 and 2020	517,500,000	517,500,000
Shareholders' Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding
Accumulated deficit	(60,306,523)	(81,333,286)
Total Shareholders' Deficit	(60,305,229)	(81,331,992)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	517,620,230	518,553,433
Class A ordinary shares
Shareholders' Deficit
Common stock value	0	0
Class B ordinary shares
Shareholders' Deficit
Common stock value	$ 1,294	$ 1,294

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preferred shares, par value	$ 0.0001	$ 0.0001
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A ordinary shares
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	400,000,000	400,000,000
Ordinary shares, shares issued	0	0
Ordinary shares, shares outstanding	0	0
Class A common stock subject to possible redemption
Ordinary shares subject to possible redemption, Shares issued	51,750,000	51,750,000
Ordinary shares subject to possible redemption, Shares outstanding	51,750,000	51,750,000
Class B ordinary shares
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	40,000,000	40,000,000
Ordinary shares, shares issued	12,937,500	12,937,500
Ordinary shares, shares outstanding	12,937,500	12,937,500

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Operating and formation costs	$ 806,028	$ 13,327,278
Loss from operations	(806,028)	(13,327,278)
Other income (expense):
Transaction costs allocated to warrant and FPA liabilities	(1,381,051)
Change in fair value of warrant liability	(17,328,667)	23,699,501
Change in fair value of FPA liability	(10,399,002)	7,494,372
Gain on termination of FPA		3,160,168
Total other income (expense), net	(29,108,720)	34,354,041
Net income (loss)	(29,914,748)	21,026,763
Class A ordinary shares
Other income (expense):
Net income (loss)	$ (21,462,531)	$ 16,821,410
Basic weighted average shares outstanding	31,145,833	51,750,000
Diluted weighted average shares outstanding	31,145,833	51,750,000
Basic net income (loss) per share	$ (0.69)	$ 0.33
Diluted net income (loss) per share	$ (0.69)	$ 0.33
Class B ordinary shares
Other income (expense):
Net income (loss)	$ (8,452,217)	$ 4,205,353
Basic weighted average shares outstanding	12,265,625	12,937,500
Diluted weighted average shares outstanding	12,265,625	12,937,500
Basic net income (loss) per share	$ (0.69)	$ 0.33
Diluted net income (loss) per share	$ (0.69)	$ 0.33

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Class A ordinary sharesOrdinary Shares	Class A ordinary shares	Class B ordinary sharesOrdinary Shares	Class B ordinary shares	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at the beginning at Feb. 10, 2020	$ 0		$ 0		$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Feb. 10, 2020	0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B ordinary shares to Sponsor			$ 1,294		23,706		25,000
Issuance of Class B ordinary shares to Sponsor (in shares)			12,937,500
Contribution in excess of fair value of private warrants					823,332		823,332
Remeasurement of Class A Common Stock subject to redemption to redemption value					$ (847,038)	(51,418,538)	(52,265,576)
Net income (loss)		$ (21,462,531)		$ (8,452,217)		(29,914,748)	(29,914,748)
Balance at the end at Dec. 31, 2020			$ 1,294			(81,333,286)	(81,331,992)
Balance at the end (in shares) at Dec. 31, 2020			12,937,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of Class A Common Stock subject to redemption to redemption value							(52,265,576)
Net income (loss)		$ 16,821,410		$ 4,205,353		21,026,763	21,026,763
Balance at the end at Dec. 31, 2021			$ 1,294			$ (60,306,523)	$ (60,305,229)
Balance at the end (in shares) at Dec. 31, 2021			12,937,500

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (29,914,748)	$ 21,026,763
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrants	17,328,667	(23,699,501)
Change in fair value of FPA	10,399,002	(7,494,372)
Gain on termination of FPA		(3,160,168)
Transaction costs incurred in connection with IPO	1,381,051
Changes in operating assets and liabilities:
Prepaid expenses	(209,790)	142,707
Accounts payable and accrued expenses	613,050	11,944,075
Net cash used in operating activities	(402,768)	(1,240,496)
Cash Flows from Investing Activities:
Investment of cash into trust Account	(517,500,000)
Net cash used in investing activities	(517,500,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	507,150,000
Proceeds from sale of Private Placement Warrants	12,350,000
Proceeds from issuance of Class B ordinary shares to Sponsor	25,000
Proceeds from promissory note - related party	150,000	450,000
Repayment of promissory note - related party	(150,000)
Payment of offering costs	(778,589)
Net cash provided by financing activities	518,746,411	450,000
Net Change in Cash	843,643	(790,496)
Cash - Beginning		843,643
Cash - Ending	843,643	$ 53,147
Non-cash investing and financing activities:
Initial classification of warrant liability	35,676,668
Initial classification of FPA liability	255,538
Initial value of Class A Common Stock subject to possible redemption	517,500,000
Deferred underwriting fee payable	$ 18,112,500

ORGANIZATION AND PLAN OF BUSINE

ORGANIZATION AND PLAN OF BUSINESS OPERATIONS	12 Months Ended
	Dec. 31, 2021
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS	NOTE 1. ORGANIZATION AND PLAN OF BUSINESS OPERATIONS System1, Inc., (the “Company”, f/k/a Trebia Acquisition Corp. (“Trebia)) was a blank check company incorporated as a Cayman Islands exempted company on February 11, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). On January 27, 2022 the Company consummated its Business Combination as described in Note 6. Although the Company was not limited to a particular industry or geographic region for purposes of completing a Business Combination, the Company intended to focus on industries that complements the Sponsors’ (as defined below) and management team’s background in financial services, technology, software, data, analytics, services and related areas. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from February 11, 2020 (inception) through December 31, 2021 relates to the Company’s formation, its 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 a Business Combination, at the earliest. The Company will generate 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 June 16, 2020. On June 19, 2020, the Company consummated the Initial Public Offering of 51,750,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 6,750,000 Units, at $10.00 per Unit, generating gross proceeds of $517,500,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,233,334 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Trasimene Trebia, LP, an affiliate of Trasimene Capital Management, LLC, and BGPT Trebia LP, an affiliate of Bridgeport Partners LLC (collectively the “Sponsors”), generating gross proceeds of $12,350,000, which is described in Note 4. At December 31, 2021 and 2020, cash of $53,147 and $843,643, respectively, was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the Initial Public Offering on June 19, 2020, an amount of $517,500,000 ($10.00 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 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 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 in the Trust Account to the Company’s shareholders, 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 the Private Placement Warrants, although substantially all of the net proceeds were intended to be applied generally toward completing a Business Combination. The Company must have completed its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and 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, of which the Company has satisfied this requirement within the consummated Business Combination. The Company provided its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination in connection with a shareholder meeting called to approve the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination was made by the Company. The shareholders were entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account ($10.00 per share), calculated as of two The Company received an ordinary resolution under Cayman Islands law to approve the Business Combination, which required an affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. Holders of the Company’s Founder Shares agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and waived their redemption rights with respect to any such shares in connection with a shareholder vote to approve the Business Combination. The Company did not redeem its Public Shares in an amount that would have caused its net tangible assets to be less than $5,000,001. Additionally, each public shareholder was given the option to redeem their Public Shares, without voting, and if they did vote, irrespective of whether they voted for or against a proposed Business Combination. The Sponsors had agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) did not propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company did not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (1) the completion of the Business Combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation. The Sponsors had agreed to waive their liquidation rights with respect to the Founder Shares if the Company failed to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company did not complete a Business Combination. Going Concern As of December 31, 2021, the Company had $53,147 in its operating bank accounts, $517,500,000 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital deficit of $12,886,895. The Company has incurred and expects to continue to incur significant costs in pursuit of its Business Combination (see Note 6). These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management addressed this issue with the consummation of the Business Combination Agreement on January 27, 2022, and with new sources of financing. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of the Business Combination Agreement will enable it to sustain operations for a period of at least one-year from the issuance date of these consolidated financial statements. Accordingly, substantial doubt about the Company’s ability to continue as a going concern as disclosed in previously issued consolidated financial statements has been alleviated. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the World. As of the date the consolidated financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic. The Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Orchid Merger Sub I, Inc., Orchid Merger Sub II, LLC and Orchid Finco LLC. All significant intercompany balances and transactions have been eliminated in consolidation. 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 shareholder 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 consolidated 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 consolidated financial statements in conformity with GAAP requires 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 consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated 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 consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Cash Held in Trust Account At December 31, 2021 and 2020, the assets held in the Trust Account were held in cash. Warrant and FPA Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and Private Placement Warrants (collectively, the “Warrants”) as well as a forward purchase agreement entered into with the Company’s anchor investor (the “FPA”) as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and the FPA 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 and FPA are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, or meet all of the requirements for equity classification under ASC 815, including whether the Warrants and FPA are indexed to the Company’s own ordinary shares and whether the holders of the Warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and execution of the FPA and as of each subsequent quarterly period end date while the Warrants and FPA are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such 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, liability-classified warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheets date thereafter. Changes in the estimated fair value of such warrants and FPAs are recognized as a non-cash gain or loss on the statements of operations. We account for the Warrants and FPAs in accordance with ASC 815-40 under which the Warrants and FPAs do not meet the criteria for equity classification and must be recorded as liabilities. The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The fair value of the Private Placement Warrants is estimated using the value of the Public Warrants’ quoted market price. The fair value of the FPAs was estimated using a probability-weighted discounted cash flow approach. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” The Company’s conditionally redeemable Class A Ordinary Shares feature certain redemption rights that are considered to be outside of its control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, Class A ordinary shares subject to possible redemption were 51,750,000, are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2021 and 2020, the Class A Ordinary shares reflected in the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds ​ $ 517,500,000 Less: ​ Proceeds allocated to Public Warrants ​ $ (24,150,000) Class A ordinary shares issuance costs ​ (28,115,576) Plus: ​ Remeasurement of carrying value to redemption value ​ $ 52,265,576 ​ ​ ​ Class A ordinary shares subject to possible redemption ​ $ 517,500,000 ​ Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering.” Offering costs consist of costs incurred in connection with formation and preparation for the Initial Public Offering. Offering costs were allocated on a relative fair value basis between shareholders’ equity and expense. The portion of offering costs allocated to the Warrants and FPA has been charged to expense. The portion of offering costs allocated to the Class A ordinary shares has been charged to shareholders’ equity. On June 19, 2020, offering costs totaled $29,241,089 (consisting of $28,462,500 of (current and deferred) underwriting fees and $778,589 of other offering costs), of which $1,381,051 was charged to expense. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement 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, “Income Taxes” (“ASC 740”) 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. 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. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the year presented and for the period from February 11, 2020 (Inception) through December 31, 2020. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statements of operations. Net Income (Loss) Per Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 25,483,334 ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants into ordinary shares is contingent upon the occurrence of future events. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from ​ ​ ​ ​ ​ ​ ​ ​ ​ February 11, ​ ​ Year Ended ​ 2020 (Inception) Through ​ ​ December 31, 2021 ​ December 31, 2020 ​ Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss), as adjusted ​ $ 16,821,410 ​ $ 4,205,353 ​ $ (21,462,531) ​ $ (8,452,217) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 51,750,000 ​ 12,937,500 ​ 31,145,833 ​ 12,265,625 Basic and diluted net income (loss) per ordinary share ​ $ 0.33 ​ $ 0.33 ​ $ (0.69) ​ $ (0.69) ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account 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 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 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. Recent Accounting Standards In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is evaluating the impact of adopting ASU 2020-06. 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 consolidated financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
	Dec. 31, 2021
INITIAL PUBLIC OFFERING.
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 51,750,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 6,750,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
	Dec. 31, 2021
PRIVATE PLACEMENT.
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsors purchased an aggregate of 8,233,334 Private Placement Warrants at a price of $1.50 per Private Placement Warrant from the Company in a private placement, for an aggregate purchase price of $12,350,000. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 18, 2020, the Sponsors purchased 10,781,250 of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. On June 16, 2020, the Company effected a share dividend of 2,156,250 shares, resulting in the Sponsors holding an aggregate of 12,937,500 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share dividend. The Founder Shares included an aggregate of up to 1,687,500 shares subject to forfeiture by the Sponsors to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 1,687,500 Founder Shares are no longer subject to forfeiture. The Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Promissory Note — Related Party On July 13, 2021 the Sponsors made available to the Company a loan of up to $500,000 pursuant to two promissory notes issued to the Company from the BGPT Sponsor in the amount of $212,500 (the “BGPT Note”) and to Trasimene Sponsor $287,500 (the “Trasimene Note”). The Company is entitled to submit drawdown requests to the Sponsor from time to time and the proceeds from any amounts borrowed under the note will be used for on-going operational expenses and certain other expenses. The notes are unsecured, non-interest bearing and mature on the earlier of: (i) May 31, 2022, or (ii) the date on which the Company consummates a Business Combination. On July 13, 2021, the Company drew-down $106,250 under the BGPT Note and $143,750 under the Trasimene Note. On August 9, 2021, the Company drew-down an additional $75,000 under the BGPT Note. On September 30, 2021, the Company drew-down an additional $10,000 under the BGPT Note and $115,000 under the Trasimene Note. As of December 31, 2021, the outstanding balance under the promissory notes was $450,000. This amount was repaid at the closing of the Business Combination. Administrative Support Agreement The Company entered into an agreement whereby, commencing on June 16, 2020, the Company will pay BGPT Trebia LP up to $10,000 per month for office space and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2021 and for the period from February 11, 2020 (inception) through December 31, 2020, the Company incurred $120,000 and $65,000 of such fees, respectively. As of December 31, 2021 and 2020, $112,472 and $65,000 is included in accrued expenses in the accompanying balance sheets, respectively. This agreement was terminated, and all amounts were repaid at the closing of the Business Combination. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. No Working Capital Loans were issued during year ended December 31, 2021 or for the period from February 11, 2020 (Inception) through December 31, 2020.

COMMITMENTS

COMMITMENTS	12 Months Ended
	Dec. 31, 2021
COMMITMENTS
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on June 19, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Pursuant to the forward purchase agreement, the Company has agreed to use its reasonable best efforts (i) to file within 30 days after the closing of the initial business combination a resale shelf registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase warrants (and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which Cannae Holdings, Inc. (“Cannae Holdings”) or its assignee cease to hold the securities covered thereby, and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared effective, cause us to conduct underwritten offerings, subject to certain limitations. In addition, the forward purchase agreement provides for certain “piggy-back” registration rights to the holders of forward purchase securities to include their securities in other registration statements filed by us. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $18,112,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. This amount was paid at the closing of the Business Combination. Forward Purchase Agreement On June 5, 2020, the Company entered into a forward purchase agreement with Cannae Holdings, a diversified holding company which is externally managed by Trasimene Capital Management, LLC but is not an affiliate of the Company or the Sponsors, pursuant to which Cannae Holdings will purchase Class A ordinary shares in an aggregate share amount equal to 7,500,000 Class A ordinary shares, plus an aggregate of 2,500,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $75,000,000, or $10.00 per Class A ordinary share, in a private placement to occur concurrently with the closing of the Business Combination. The warrants to be issued as part of the forward purchase agreement will be identical to the warrants sold as part of the units in this offering. In connection with the forward purchase securities sold to Cannae Holdings, the Sponsors will receive (by way of an adjustment to their existing Class B ordinary shares) an aggregate number of additional Class B ordinary shares so that the initial shareholders, in the aggregate, on an as-converted basis, will hold 20% of the Company’s Class A ordinary shares at the time of the closing of the Business Combination. The obligations under the forward purchase agreement do not depend on whether any Class A ordinary shares are redeemed by the public shareholders. Under the forward purchase agreement, the Company will provide a right of first offer to Cannae Holdings, if the Company proposes to raise additional capital by issuing any equity, or securities convertible into, exchangeable or exercisable for equity securities, other than the units and certain excluded securities. In addition, if the Company seeks shareholder approval of a Business Combination, Cannae Holdings has agreed under the forward purchase agreement to vote any Class A ordinary shares owned by Cannae Holdings in favor of any proposed initial Business Combination. In connection with the signing of the Business Combination Agreement and Backstop Agreement, Trebia and Cannae entered into a FPA Termination Agreement to terminate the June 5, 2020 Forward Purchase Agreement. Fee Arrangement The Company entered into a fee arrangement with two service providers pursuant to which certain fees incurred by the Company in connection with a potential Business Combination will be deferred and become payable only if the Company consummates a Business Combination. If a Business Combination does not occur, the Company will not be required to pay these fees. As of December 31, 2021 and 2020, the amount accrued for these fees was $8,266,666 and $0 respectively. Business Combination Agreement As previously disclosed on a Form 8-K filed with the SEC on June 29, 2021, on June 28, 2021, the Company entered into a certain Business Combination Agreement (the “Business Combination Agreement”) by and among S1 Holdco, LLC, a Delaware limited liability company (“System1”), System1 SS Protect Holdings, Inc., a Delaware corporation (“Protected” and, together with System1, collectively, the “Targets”) and the other parties signatory thereto. The Business Combination Agreement provides for, among other things, the consummation of the following transactions (the “Business Combination”): (i) the Company will transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the DGCL and with Section 206 of the Cayman Islands Companies Act (As Revised) (the “Domestication”), and (ii) upon which time, the Company will enter into a series of business combination transactions which, following the consummation of the Business Combination, will result in each of (A) System1, LLC, a Delaware limited liability company and the current operating subsidiary of System1, and (B) Protected.net Group Limited, a private limited company organized under the laws of the United Kingdom and the current operating subsidiary of Protected, becoming subsidiaries of the Company (such combined company, “System1 Group”). Following the consummation of the Business Combination, System1 Group will be organized in an “Up-C” structure, in which substantially all of the assets and business of the Company will be held by subsidiaries of System1. System1 Group’s business will continue to operate through the subsidiaries of System1 and Protected. Upon consummation of the Business Combination, and after the Domestication, the Company will have three classes of common stock, which are as follows: • Class A common stock, par value $0.0001 per share (the “System1 Group Class A Common Stock”), which will be publicly traded. • Class C common stock, par value $0.0001 per share (the “System1 Group Class C Common Stock”), which will have the right to one vote per share. • Class D common stock, par value $0.0001 per share (“System1 Group Class D Common Stock”), that do not entitle the holder to any voting rights except as required by applicable law. The System1 Group Class D Common Stock will automatically convert into shares of System1 Group Class A Common Stock on a one-for-one basis if, following the closing of the Business Combination (the “Closing”), the post-Closing dollar volume-weighted average price (“VWAP”) of System1 Group equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any twenty ( 20 ) trading days within a period of thirty ( 30 ) consecutive trading days before the fifth anniversary of the Closing. If the System1 Group Class D Conversion Event has not occurred by the fifth anniversary of the Closing, all outstanding shares of System1 Group Class D Common Stock will automatically be forfeited to the System1 Group and canceled for no consideration therefor, including any dividends or dividend catch-up payments owed in respect thereof. Subject to the terms of the Business Combination Agreement, the aggregate consideration to be paid to the equity holders of System1 and Protected in connection with the Business Combination will be a combination of cash and equity consideration. The aggregate cash consideration payable under the Business Combination Agreement will be approximately $462,500,000 (the “Closing Cash Consideration”) of which (x) approximately $212,500,000 cash proceeds will be received by System1 and Protected management equity holders (subject to certain adjustments set forth in the Business Combination Agreement), and (y) $250,361,620 cash proceeds will be received by certain non-management equity holders of System1. The aggregate equity consideration payable under the Business Combination Agreement will be approximately $667,500,000, consisting of shares of the Company’s Class A Common Stock and the Company’s Class C Common Stock (valued at $10 per share) (the “Closing Equity Consideration”). In the event that the value of shareholder redemptions exceeds $417,500,000, then the Closing Cash Consideration and Closing Equity Consideration are subject to a dollar-for-dollar adjustment. In such case, current equity holders of System1 and Protected have, pursuant to the terms of the Business Combination Agreement, agreed to reduce the Closing Cash Consideration by such amount and proportionally increase the Closing Equity Consideration. If the value of shareholder redemptions exceeds $462,500,000, the current equity holders of System1 and Protected may elect, in their sole discretion, to further reduce the Closing Cash Consideration and proportionally increase the Closing Equity Consideration. In connection with the Business Combination Agreement, Trebia entered into a commitment letter (the “Commitment Letter”) with Bank of America, N.A. (“Bank of America”) pursuant to which at the closing of the Business Combination, Bank of America has committed to provide Orchid Finco LLC (“Finco”), as the borrower, a $400 million first lien term loan facility (the “Term Loan”) and a $50 million revolving facility (the “Revolving Facility” and, together with the Term Facility, the “New Facility”). The Term Loan will mature seven years after the Closing and will amortize in equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the Term Loan. The Revolving Facility will mature five years after the Closing. The $518 million of cash currently held in Trebia’s trust account will be backstopped by the $200 million Cannae Subscription, together with $218 million of the Bank of America Term Loan, which will be utilized as a backstop for potential future redemptions by Trebia public shareholders. This in conjunction with the Seller Backstop Amount and the Additional Seller Backstop Election provides for a potential 100% backstop for potential future redemptions by Trebia public shareholders. Bank of America’s commitment to provide the New Facility is subject to a limited number of conditions, including the non-occurrence of a material adverse effect with respect to the Targets. Sponsor Agreement In connection with the execution of the Business Combination Agreement and the Backstop Agreement, as defined below, Trebia amended and restated (a) that certain letter agreement, dated June 19, 2020, by and among the Sponsors and Trebia and (b) that certain letter agreement, dated June 19, 2020, by and among Trebia, certain of the directors and officers of Trebia (the “Insiders”) and the other parties thereto, and entered into that certain sponsor agreement (the “Sponsor Agreement”) with the Sponsors, Cannae, the Insiders, System1 and Protected. Pursuant to the Sponsor Agreement, among other things, the Sponsors along with Cannae and the Insiders agreed (i) to vote any Trebia securities in favor of the Business Combination and other Trebia Shareholder Matters (as defined in the Business Combination Agreement), (ii) not to seek redemption of any Trebia securities, (iii) not to transfer any Trebia securities for the period beginning on the day of the Closing until the earlier of (x) 180 days following the Closing or (y) if the VWAP of System1 Group Class A Common Stock equals or exceeds $12.00 per share for any twenty (20) trading days within a period of thirty (30) consecutive trading days, 150 days thereafter, and (iv) to be bound to certain other obligations as described therein. BGPT Sponsor and Trasimene Sponsor have each also agreed to, in conjunction with the closing of the Business Combination, forfeit 1,450,000 Trebia Class B Ordinary Shares (2,900,000 in the aggregate). Trebia will also issue (x) 725,000 shares of System1 Group Class D Common Stock to Trasimene Sponsor and 725,000 shares of System1 Group Class D Common Stock to BGPT Sponsor, and (y) 725,000 System1 Group restricted stock units to each of Michael Blend and Just Develop It Limited, a private limited company incorporated in England and Wales, in the case of each of (x) and (y) subject to the BGPT Sponsor and Trasimene Sponsor forfeiture of 1,450,000 Trebia Class B ordinary shares. The System1 Group restricted stock units will be subject to the same vesting and other terms as the System1 Group Class D Common Stock. Additionally, (x) the Sponsors have agreed to, in conjunction with the closing of the Business Combination, forfeit up to 1,734,694 (in the aggregate) Trebia Class B Ordinary Shares in connection with the equity backstop commitments by Cannae and certain System1 and Protected equity holders and (y) Trebia has agreed to issue to Cannae or such System1 and Protected equity holders a number of System1 Group Class A Common Stock equal to such forfeiture, in the event and to the extent that Cannae and/or such System1 and Protected equity holders provide such backstop in connection with any valid shareholder redemptions. On January 10, 2022, Trebia entered into the Amended and Restated Sponsor Agreement (the “ A&R Sponsor Agreement BGPT Sponsor Trasimene Sponsor Sponsors amended on November 30, 2021 by and among such parties (the “ Original Sponsor Agreement Initial Cannae Founder Shares Additional Cannae Founder Shares Backstop Agreement In connection with the signing of the Business Combination Agreement, Trebia and Cannae entered into a certain Backstop Facility Agreement (the “ Backstop Agreement On January 10, 2022, Trebia entered into the Amended and Restated Backstop Facility Agreement (the “ A&R Backstop Agreement Cannae Original Backstop Agreement Additional Cannae Backstop Commitment Additional Cannae Backstop Amount Additional Backstop Purchase Shares

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	12 Months Ended
	Dec. 31, 2021
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY	NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares outstanding Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the completion of A business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of Initial Public Offering, plus (ii) the sum of (a) the total number of ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the completion of a Business Combination (including the forward purchase shares, but not the forward purchase warrants), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any private placement warrants issued to the Sponsors or any of their affiliates upon conversion of Working Capital Loans, minus (b) the number of Public Shares redeemed by public shareholders in connection with a Business Combination. Any conversion of Class B ordinary shares will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

WARRANTS

WARRANTS	12 Months Ended
	Dec. 31, 2021
WARRANTS.
WARRANTS	NOTE 8. WARRANTS Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share 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, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the 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 elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 trading day period ending three business days before sending the notice of redemption to warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like). 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. However, we will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of the Class A ordinary shares; ● if, and only if, the Reference Value (as defined in the above under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 ”) equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) the private placement warrants must also be concurrently called for redemption on the same terms (except as described below with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares 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 ordinary share (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 Sponsors or their affiliates, without taking into account any Founder Shares held by the Sponsors or such 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 ordinary shares during the 20 trading day period starting on the trading day prior to 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 Public 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 $10.00 and $18.00 per share redemption trigger prices described above adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares 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, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will be entitled to registration rights. 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.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	Warrant Liability The following table presents the Company’s fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 ​ Level 2 ​ Level 3 ​ Total Warrant liabilities: ​ ​ ​ ​ Public Warrants ​ $ 19,837,500 ​ $ — ​ $ — ​ $ 19,837,500 Private Warrants ​ — ​ 9,468,334 ​ — ​ 9,468,334 Total Warrants Liabilities ​ $ 19,837,500 ​ $ 9,468,334 ​ $ — ​ $ 29,305,834 ​ The following table presents the Company’s fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2020. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 ​ Level 2 ​ Level 3 ​ Total Warrant liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants $ 35,880,000 ​ $ — ​ $ — ​ $ 35,880,000 Private Warrants — ​ — ​ 17,125,335 ​ 17,125,335 Total Warrants Liabilities $ 35,880,000 ​ $ — ​ $ 17,125,335 ​ $ 53,005,335 ​ ​ ​ ​ ​ ​ ​ ​ FPA Liability — ​ — ​ 10,654,540 ​ 10,654,540 ​ ​ ​ ​ ​ ​ ​ ​ Grand Total $ 35,880,000 ​ $ — ​ $ 27,779,875 ​ $ 63,659,875 ​ The Public Warrants were valued using the instrument’s publicly listed trading price (NYSE: TREB.WS) as of the balance sheet dates. The value of the Private Warrants was estimated using the Public Warrants’ publicly listed trading price (NYSE: TREB.WS) as of the balance sheet dates, which is considered a Level 2 fair value measurement. The Private Placement Warrants have the same value as the Public Warrants since they are also subject to the make-whole table, per the Company's warrant agreement. Given the Private Warrants and Public Warrants are similar instruments and the Public Warrants have quoted prices in an active market, the publicly listed trading price of the Public Warrants estimates the value of the Private Warrants. The following table presents a summary of the changes in the fair value of the Level 3 liability related to the Private Placement Warrants, measured on a recurring basis. ​ ​ ​ ​ ​ ​ Private Placement ​ ​ Warrant Liability Fair value, December 31, 2020 ​ $ 17,125,335 Change in fair value ​ (7,657,001) Fair value, December 31, 2021 ​ $ 9,468,334 Transfer from Level 3 to Level 2 ​ ​ (9,468,334) Fair value, December 31, 2021 ​ ​ — ​ FPA Liability The liability for the FPAs were valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $75 million pursuant to the FPAs is discounted to present value and compared to the fair value of the ordinary shares and warrants to be issued pursuant to the FPAs. The fair value of the ordinary shares and warrants to be issued under the FPAs were based on the public trading price of the Units issued in the Company’s IPO. The excess (liability) or deficit (asset) of the fair value of the ordinary shares and warrants to be issued compared to the $75 million fixed commitment is then reduced to account for the probability of consummation of the Business Combination. As of June 30, 2021, the FPA liability was reduced to zero as the FPA was terminated per the FPA Termination Agreement between Trebia and Cannae Holdings in conjunction with the Business Combination Agreement as discussed in Note 6. The following table presents a summary of the changes in the fair value of the FPA liability, a Level 3 liability, measured on a recurring basis. ​ ​ ​ ​ ​ ​ FPA ​ ​ Liability Fair value, December 31, 2020 ​ $ 10,654,540 Change in fair value ​ (7,494,372) Gain on termination of FPA ​ (3,160,168) Fair value, December 31, 2021 ​ $ — ​ Transfers to/from Level 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. For the year ended December 31, 2021, there was a transfer from Level 3 to Level 2 of $9,468,334 representing the fair value of the Private Placement Warrants.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company has evaluated events that have occurred after the balance sheet up to the date the consolidated financial statements were issued. The Company did not identify any subsequent events that would have required adjustment to or disclosure in the consolidated financial statements, except for the disclosures relating to the consummation of its Business Combination Agreement on January 27, 2022 as disclosed in Note 1 and 6 to the consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Orchid Merger Sub I, Inc., Orchid Merger Sub II, LLC and Orchid Finco LLC. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 shareholder 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 consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires 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 consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated 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 consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020.
Cash Held in Trust Account	Cash Held in Trust Account At December 31, 2021 and 2020, the assets held in the Trust Account were held in cash.
Warrant and FPA Liabilities	Warrant and FPA Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and Private Placement Warrants (collectively, the “Warrants”) as well as a forward purchase agreement entered into with the Company’s anchor investor (the “FPA”) as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and the FPA 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 and FPA are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, or meet all of the requirements for equity classification under ASC 815, including whether the Warrants and FPA are indexed to the Company’s own ordinary shares and whether the holders of the Warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and execution of the FPA and as of each subsequent quarterly period end date while the Warrants and FPA are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such 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, liability-classified warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheets date thereafter. Changes in the estimated fair value of such warrants and FPAs are recognized as a non-cash gain or loss on the statements of operations. We account for the Warrants and FPAs in accordance with ASC 815-40 under which the Warrants and FPAs do not meet the criteria for equity classification and must be recorded as liabilities. The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The fair value of the Private Placement Warrants is estimated using the value of the Public Warrants’ quoted market price. The fair value of the FPAs was estimated using a probability-weighted discounted cash flow approach.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” The Company’s conditionally redeemable Class A Ordinary Shares feature certain redemption rights that are considered to be outside of its control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, Class A ordinary shares subject to possible redemption were 51,750,000, are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2021 and 2020, the Class A Ordinary shares reflected in the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds ​ $ 517,500,000 Less: ​ Proceeds allocated to Public Warrants ​ $ (24,150,000) Class A ordinary shares issuance costs ​ (28,115,576) Plus: ​ Remeasurement of carrying value to redemption value ​ $ 52,265,576 ​ ​ ​ Class A ordinary shares subject to possible redemption ​ $ 517,500,000
Offering Costs	Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering.” Offering costs consist of costs incurred in connection with formation and preparation for the Initial Public Offering. Offering costs were allocated on a relative fair value basis between shareholders’ equity and expense. The portion of offering costs allocated to the Warrants and FPA has been charged to expense. The portion of offering costs allocated to the Class A ordinary shares has been charged to shareholders’ equity. On June 19, 2020, offering costs totaled $29,241,089 (consisting of $28,462,500 of (current and deferred) underwriting fees and $778,589 of other offering costs), of which $1,381,051 was charged to expense.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement 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, “Income Taxes” (“ASC 740”) 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. 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. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the year presented and for the period from February 11, 2020 (Inception) through December 31, 2020. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statements of operations.
Net Income (Loss) Per Share	Net Income (Loss) Per Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 25,483,334 ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants into ordinary shares is contingent upon the occurrence of future events. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from ​ ​ ​ ​ ​ ​ ​ ​ ​ February 11, ​ ​ Year Ended ​ 2020 (Inception) Through ​ ​ December 31, 2021 ​ December 31, 2020 ​ Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss), as adjusted ​ $ 16,821,410 ​ $ 4,205,353 ​ $ (21,462,531) ​ $ (8,452,217) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 51,750,000 ​ 12,937,500 ​ 31,145,833 ​ 12,265,625 Basic and diluted net income (loss) per ordinary share ​ $ 0.33 ​ $ 0.33 ​ $ (0.69) ​ $ (0.69)
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments 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 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.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is evaluating the impact of adopting ASU 2020-06. 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 consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of reconciliation of Class A ordinary shares reflected on the balance sheet	At December 31, 2021 and 2020, the Class A Ordinary shares reflected in the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds ​ $ 517,500,000 Less: ​ Proceeds allocated to Public Warrants ​ $ (24,150,000) Class A ordinary shares issuance costs ​ (28,115,576) Plus: ​ Remeasurement of carrying value to redemption value ​ $ 52,265,576 ​ ​ ​ Class A ordinary shares subject to possible redemption ​ $ 517,500,000
Summary of calculation of basic and diluted net income (loss) per ordinary share	The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from ​ ​ ​ ​ ​ ​ ​ ​ ​ February 11, ​ ​ Year Ended ​ 2020 (Inception) Through ​ ​ December 31, 2021 ​ December 31, 2020 ​ Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss), as adjusted ​ $ 16,821,410 ​ $ 4,205,353 ​ $ (21,462,531) ​ $ (8,452,217) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 51,750,000 ​ 12,937,500 ​ 31,145,833 ​ 12,265,625 Basic and diluted net income (loss) per ordinary share ​ $ 0.33 ​ $ 0.33 ​ $ (0.69) ​ $ (0.69)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Summary of fair value hierarchy for liabilities measured at fair value on a recurring basis	The following table presents the Company’s fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 ​ Level 2 ​ Level 3 ​ Total Warrant liabilities: ​ ​ ​ ​ Public Warrants ​ $ 19,837,500 ​ $ — ​ $ — ​ $ 19,837,500 Private Warrants ​ — ​ 9,468,334 ​ — ​ 9,468,334 Total Warrants Liabilities ​ $ 19,837,500 ​ $ 9,468,334 ​ $ — ​ $ 29,305,834 ​ The following table presents the Company’s fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2020. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 ​ Level 2 ​ Level 3 ​ Total Warrant liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants $ 35,880,000 ​ $ — ​ $ — ​ $ 35,880,000 Private Warrants — ​ — ​ 17,125,335 ​ 17,125,335 Total Warrants Liabilities $ 35,880,000 ​ $ — ​ $ 17,125,335 ​ $ 53,005,335 ​ ​ ​ ​ ​ ​ ​ ​ FPA Liability — ​ — ​ 10,654,540 ​ 10,654,540 ​ ​ ​ ​ ​ ​ ​ ​ Grand Total $ 35,880,000 ​ $ — ​ $ 27,779,875 ​ $ 63,659,875
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Summary of the changes in the fair value of the liabilities, a Level 3 liability, measured on a recurring basis.	The following table presents a summary of the changes in the fair value of the Level 3 liability related to the Private Placement Warrants, measured on a recurring basis. ​ ​ ​ ​ ​ ​ Private Placement ​ ​ Warrant Liability Fair value, December 31, 2020 ​ $ 17,125,335 Change in fair value ​ (7,657,001) Fair value, December 31, 2021 ​ $ 9,468,334 Transfer from Level 3 to Level 2 ​ ​ (9,468,334) Fair value, December 31, 2021 ​ ​ —
FPA liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Summary of the changes in the fair value of the liabilities, a Level 3 liability, measured on a recurring basis.	The following table presents a summary of the changes in the fair value of the FPA liability, a Level 3 liability, measured on a recurring basis. ​ ​ ​ ​ ​ ​ FPA ​ ​ Liability Fair value, December 31, 2020 ​ $ 10,654,540 Change in fair value ​ (7,494,372) Gain on termination of FPA ​ (3,160,168) Fair value, December 31, 2021 ​ $ —

ORGANIZATION AND PLAN OF BUSI_2

ORGANIZATION AND PLAN OF BUSINESS OPERATIONS (Details) - USD ($)	Jun. 19, 2020	Dec. 31, 2020	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of units		$ 517,500,000	$ 517,500,000
Number of warrants issued	8,233,334
Price of single warrant	$ 1.50
Proceeds from sale of Private Placement Warrants	$ 12,350,000	12,350,000
Cash held outside the trust account		843,643	$ 53,147
Investment of cash in Trust Account	$ 517,500,000
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account			80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination			50.00%
Redemption of shares calculated based on business days prior to consummation of business combination (in days)			2 days
Minimum net tangible assets upon consummation of the Business Combination			$ 5,000,001
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100.00%
Cash		843,643	$ 53,147
Securities held in Trust Account		$ 517,500,000	517,500,000
Working capital deficit			$ 12,886,895
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued	51,750,000		51,750,000
Unit price	$ 10		$ 10
Proceeds from issuance of units	$ 517,500,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued	6,750,000		6,750,000
Unit price	$ 10
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued	8,233,334
Price of single warrant	$ 1.50
Proceeds from sale of Private Placement Warrants	$ 12,350,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Jun. 19, 2020	Dec. 31, 2020	Dec. 31, 2021	Mar. 31, 2020	Feb. 29, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Transaction Costs	$ 29,241,089
Current and deferred underwriting fees	28,462,500
Other offering costs	778,589
Offering costs charged to expense	$ 1,381,051
Unrecognized tax benefits		$ 0	$ 0	$ 0	$ 0
Unrecognized tax benefits, income tax penalties and interest accrued		0	0	$ 0	$ 0
Provision for income taxes		$ 0
Federal depositary insurance coverage			$ 250,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Ordinary shares reflected in the balance sheet (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Gross proceeds	$ 517,500,000	$ 517,500,000
Less:
Proceeds allocated to Public Warrants	(24,150,000)	(24,150,000)
Class A ordinary shares issuance costs	(28,115,576)	(28,115,576)
Plus:
Remeasurement of carrying value to redemption value	52,265,576	52,265,576
Class A Ordinary Shares subject to possible redemption	$ 517,500,000	$ 517,500,000
Class A common stock subject to possible redemption
Plus:
Temporary Equity, Shares Outstanding	51,750,000	51,750,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss Per Ordinary Shares (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Numerator:
Allocation of net income (loss), as adjusted	$ (29,914,748)	$ 21,026,763
Shares excluded from calculation of diluted loss per share		25,483,334
Class A ordinary shares
Numerator:
Allocation of net income (loss), as adjusted	$ (21,462,531)	$ 16,821,410
Basic weighted average shares outstanding	31,145,833	51,750,000
Diluted weighted average shares outstanding	31,145,833	51,750,000
Basic net income (loss) per ordinary share	$ (0.69)	$ 0.33
Diluted net income (loss) per ordinary share	$ (0.69)	$ 0.33
Class B ordinary shares
Numerator:
Allocation of net income (loss), as adjusted	$ (8,452,217)	$ 4,205,353
Basic weighted average shares outstanding	12,265,625	12,937,500
Diluted weighted average shares outstanding	12,265,625	12,937,500
Basic net income (loss) per ordinary share	$ (0.69)	$ 0.33
Diluted net income (loss) per ordinary share	$ (0.69)	$ 0.33

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - $ / shares	Jun. 19, 2020	Dec. 31, 2021
INITIAL PUBLIC OFFERING
Number of shares issuable per warrant (in shares)	1
Exercise price of warrant		$ 11.50
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units issued	51,750,000	51,750,000
Price per share	$ 10	$ 10
Number of shares in a unit		1
Number of warrants in a unit		0.33
Number of shares issuable per warrant (in shares)		1
Exercise price of warrant		$ 11.50
Over-allotment
INITIAL PUBLIC OFFERING
Number of units issued	6,750,000	6,750,000
Price per share	$ 10

PRIVATE PLACEMENTS (Details)

PRIVATE PLACEMENTS (Details) - USD ($)	Jun. 19, 2020	Dec. 31, 2020	Dec. 31, 2021
PRIVATE PLACEMENT.
Number of warrants to purchase shares issued	8,233,334
Price of warrants	$ 1.50
Aggregate purchase price	$ 12,350,000	$ 12,350,000
Number of shares issuable per warrant (in shares)	1
Exercise price of warrant			$ 11.50

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)	Jun. 16, 2020	Feb. 18, 2020	Dec. 31, 2020	Dec. 31, 2021
Related Party Transaction [Line Items]
Aggregate purchase price			$ 25,000
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination				180 days
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)				$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				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
Class B ordinary shares
Related Party Transaction [Line Items]
Shares subject to forfeiture				2,900,000
Founder Shares | Sponsor | Class B ordinary shares
Related Party Transaction [Line Items]
Number of shares issued		10,781,250
Aggregate purchase price		$ 25,000
Share dividend	2,156,250
Aggregate number of shares owned	12,937,500
Shares subject to forfeiture				1,687,500
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				20.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination				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)				$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				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
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days

RELATED PARTY TRANSACTIONS - Re

RELATED PARTY TRANSACTIONS - Related Party (Details)	Sep. 30, 2021USD ($)	Aug. 09, 2021USD ($)	Jul. 13, 2021USD ($)item	Jun. 16, 2020USD ($)	Dec. 31, 2020USD ($)	Dec. 31, 2021USD ($)$ / shares
Related Party Transaction [Line Items]
Notes Payable, Related Parties, Current					$ 0	$ 450,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month				$ 10,000
Related Party Transaction, Expenses from Transactions with Related Party					65,000	120,000
Accrued expenses related to related parties					$ 65,000	112,472
Related Party Loans
Related Party Transaction [Line Items]
Maximum Loans Convertible Into Warrants						$ 1,500,000
Price of warrants (in dollars per share) | $ / shares						$ 1.50
Promissory Note With Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			$ 500,000
Number Of Promissory Notes Issued | item			2
Promissory Note With Related Party | Trasimene Sponsor
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			$ 287,500
Proceeds from Unsecured Notes Payable	$ 115,000		143,750
Promissory Note With Related Party | BGPT Sponsor
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			212,500
Proceeds from Unsecured Notes Payable	$ 10,000	$ 75,000	$ 106,250

COMMITMENTS (Details)

COMMITMENTS (Details)	12 Months Ended
	Dec. 31, 2021USD ($)item$ / shares	Dec. 31, 2020USD ($)
COMMITMENTS
Maximum number of demands for registration of securities | item	3
Period after closing of initial business combination to file resale shelf registration statement	30 days
Deferred fee per unit | $ / shares	$ 0.35
Deferred underwriting fees | $	$ 18,112,500	$ 18,112,500

COMMITMENTS - Forward Purchase

COMMITMENTS - Forward Purchase Agreement (Details) - USD ($)	Jun. 05, 2020	Dec. 31, 2021	Jun. 19, 2020
COMMITMENTS
Number of shares per warrant			1
Exercise price of warrant		$ 11.50
Cannae Holdings Inc | Warrants
COMMITMENTS
Warrants to be purchased pursuant to agreements	2,500,000
Number of shares per warrant	1
Exercise price of warrant	$ 11.50
Aggregate purchase price	$ 75,000,000
Cannae Holdings Inc | Class A ordinary shares
COMMITMENTS
Shares to be purchased pursuant to agreements	7,500,000
Aggregate purchase price		$ 200,000,000
Share price per share	$ 10
Percentage of issued and outstanding shares held by initial stockholders	20.00%

COMMITMENTS - Fee Arrangement (

COMMITMENTS - Fee Arrangement (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
COMMITMENTS
Accrued fees and other revenue receivable	$ 8,266,666	$ 0

COMMITMENTS - Business Combinat

COMMITMENTS - Business Combination Agreement (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Feb. 29, 2020
Commitments And Contingencies [Line Items]
Threshold Trading Days For Determining Threshold Post Closing Dollar Volume Weighted Average Price	30 days
Thresholding closing consecutive trading days for determining post closing dollar volume weighted average price	20 days
Threshold closing volume-weighted average price	$ 12.50
Amount of borrower loan facility	$ 417,500,000
Assets Held-in-trust, Noncurrent	517,500,000	$ 517,500,000
Initial Business Combination Commitment Letter With Bank Of America Member
Commitments And Contingencies [Line Items]
Assets Held-in-trust, Noncurrent	$ 518,000,000
Initial Business Combination Percentage Of Backstop For Expected Future Redemption	100.00%
Initial Business Combination Commitment Letter With Bank Of America Member | Revolving Credit Facility | Orchid Finco Llc Member
Commitments And Contingencies [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 50,000,000
Debt Instrument, Term	5 years
Initial Business Combination Commitment Letter With Bank Of America Member | First Lien Term Loan Facility
Commitments And Contingencies [Line Items]
Loan amount	$ 218,000,000
Initial Business Combination Commitment Letter With Bank Of America Member | First Lien Term Loan Facility | Orchid Finco Llc Member
Commitments And Contingencies [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 400,000,000
Debt Instrument, Term	7 years
Percentage of original principal , amortization	1.00%
Class A ordinary shares
Commitments And Contingencies [Line Items]
Common stock, par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Class C ordinary shares
Commitments And Contingencies [Line Items]
Common stock, par or stated value per share	0.0001
Class D ordinary shares
Commitments And Contingencies [Line Items]
Common stock, par or stated value per share	$ 0.0001
Cannae Holdings Inc | Initial Business Combination Commitment Letter With Bank Of America Member
Commitments And Contingencies [Line Items]
Proceeds from Issuance or Sale of Equity	$ 200,000,000
Cannae Holdings Inc | Class A ordinary shares
Commitments And Contingencies [Line Items]
Proceeds from Issuance or Sale of Equity	200,000,000
System1 Llc Subsidiaries Of System1 Protected.net Group Limited And It S Subsidiaries
Commitments And Contingencies [Line Items]
Payments to Acquire Businesses, Gross	462,500,000
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable	$ 667,500,000
Business Acquisition, Share Price	$ 10
System1 And Protected Management Equity holders
Commitments And Contingencies [Line Items]
Payments to Acquire Businesses, Gross	$ 212,500,000
Amount of borrower loan facility	462,500,000
Non Management Equityholders Of System1
Commitments And Contingencies [Line Items]
Payments to Acquire Businesses, Gross	$ 250,361,620

COMMITMENTS - Sponsor Agreement

COMMITMENTS - Sponsor Agreement (Details) - USD ($)	Nov. 30, 2021	Jun. 28, 2021	Dec. 31, 2021
Commitments And Contingencies [Line Items]
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination			180 days
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination			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
Threshold Period After Business Combination In Which Specified Trading Days Within Any Specified Trading Day Period Commences			150 days
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)			$ 12
Class B ordinary shares
Commitments And Contingencies [Line Items]
Number Of Shares Subject To Forfeiture In Connection With Equity Backstop Commitments			1,734,694
Number of Shares Subject to Forfeiture			2,900,000
Founder Shares | Class A ordinary shares
Commitments And Contingencies [Line Items]
Number Of Shares Issued Upon Business Combination Agreement	1,000,000
Number Of Additional Shares Issued Upon Business Combination Agreement	1,352,941
Cannae Holdings Inc
Commitments And Contingencies [Line Items]
Additional backstop purchase amount		$ 246,484,460
Cannae Holdings Inc | Class A ordinary shares
Commitments And Contingencies [Line Items]
Proceeds from Issuance or Sale of Equity			$ 200,000,000
BGPT Sponsor | Class B ordinary shares
Commitments And Contingencies [Line Items]
Number Of Shares Subject To Forfeiture In Connection With Equity Backstop Commitments			1,450,000
Number of Shares Subject to Forfeiture			1,450,000
BGPT Sponsor | Class D ordinary shares
Commitments And Contingencies [Line Items]
Number of shares issued			725,000
Michael Blend Member | Restricted Stock Units (RSUs)
Commitments And Contingencies [Line Items]
Number of shares issued			725,000
Trasimene Sponsor | Class D ordinary shares
Commitments And Contingencies [Line Items]
Number of shares issued			725,000
Amended and Restated Sponsor Agreement | Founder Shares
Commitments And Contingencies [Line Items]
Percentage Of Shares Subject To Lockup Provision	50.00%
Amended and Restated Sponsor Agreement | Founder Shares | Class A ordinary shares
Commitments And Contingencies [Line Items]
Number Of Shares Issued Upon Business Combination Agreement	1,275,510
Amended and Restated Backstop Facility Agreement
Commitments And Contingencies [Line Items]
Aggregate Commitment Redemption Value		50,000,000
Maximum Commitment Redemption Value		$ 417,500,000
Percentage Of Commitment Redemption		50.00%
Additional backstop purchase amount		$ 10
Amended and Restated Backstop Facility Agreement | Maximum
Commitments And Contingencies [Line Items]
Additional Aggregate Commitment Redemption Value		250,000,000
Amended and Restated Backstop Facility Agreement | Minimum
Commitments And Contingencies [Line Items]
Additional Aggregate Commitment Redemption Value		$ 200,000,000

SHARE HOLDERS' EQUITY - Prefere

SHARE HOLDERS' EQUITY - Preference Shares (Details) - $ / shares	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Feb. 29, 2020
SHAREHOLDERS' EQUITY
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, par value	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0	0	0
Preferred shares, shares outstanding	0	0	0	0

SHARE HOLDERS' EQUITY - Ordinar

SHARE HOLDERS' EQUITY - Ordinary Shares (Details)	Dec. 31, 2021Vote$ / sharesshares	Dec. 31, 2020$ / sharesshares	Mar. 31, 2020$ / sharesshares	Feb. 29, 2020$ / sharesshares
Class A ordinary shares
SHAREHOLDERS' EQUITY
Common shares, shares authorized (in shares)	400,000,000	400,000,000	400,000,000	400,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	0	0	0	0
Common shares, shares outstanding (in shares)	0	0
Shares subject to possible redemption	51,750,000
Class B ordinary shares
SHAREHOLDERS' EQUITY
Common shares, shares authorized (in shares)	40,000,000	40,000,000	40,000,000	40,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	12,937,500	12,937,500	12,937,500	12,937,500
Common shares, shares outstanding (in shares)	12,937,500	12,937,500
Threshold conversion ratio of stock	20.00%

WARRANTS (Details)

WARRANTS (Details)	12 Months Ended
	Dec. 31, 2021item$ / shares
WARRANTS
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	180 days
Warrants
WARRANTS
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Warrants and Rights Outstanding, Term	5 years
Threshold period for filling registration statement after business combination	20 days
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis	60 days
Multiplier used in calculating warrant exercise price	0.361
Number of trading days on which fair market value of shares is reported | item	10
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination	$ 9.20
Percentage of gross proceeds on total equity proceeds	60.00%
Threshold trading days for calculating Market Value | item	20
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	100.00%
Adjustment two of redemption price of stock based on market value and newly issued price (as a percent)	180.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
WARRANTS
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Warrants
WARRANTS
Stock price trigger for redemption of public warrants (in dollars per share)	18
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants | item	20
Threshold consecutive trading days for redemption of public warrants | item	30
Threshold number of business days before sending notice of redemption to warrant holders | item	3
Redemption period	30 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
WARRANTS
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | Warrants
WARRANTS
Stock price trigger for redemption of public warrants (in dollars per share)	10
Redemption price per public warrant (in dollars per share)	$ 0.10
Minimum threshold written notice period for redemption of public warrants	30 days

FAIR VALUE MEASUREMENTS - Sched

FAIR VALUE MEASUREMENTS - Schedule of fair value hierarchy for liabilities measured at fair value on a recurring basis (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 29,305,834	$ 53,005,335
FPA Liability	0	10,654,540
Grand Total		63,659,875
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	19,837,500	35,880,000
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	9,468,334	17,125,335
Fair Value, Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	19,837,500	35,880,000
Grand Total		35,880,000
Fair Value, Recurring | Level 1 | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	19,837,500	35,880,000
Fair Value, Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	9,468,334
Fair Value, Recurring | Level 2 | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 9,468,334
Fair Value, Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities		17,125,335
FPA Liability		10,654,540
Grand Total		27,779,875
Fair Value, Recurring | Level 3 | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities		$ 17,125,335

FAIR VALUE MEASUREMENTS - Summa

FAIR VALUE MEASUREMENTS - Summary of the changes in the fair value of the Private Placement Warrants (Details) - Private Placement Warrants	12 Months Ended
	Dec. 31, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, December 31, 2020	$ 17,125,335
Change in fair value	(7,657,001)
Transfer from Level 3 to Level 2	(9,468,334)
Fair value, December 31, 2021	$ 9,468,334

FAIR VALUE MEASUREMENTS - FPA L

FAIR VALUE MEASUREMENTS - FPA Liability (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
FPA Liability	$ 0
FPA liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed commitment		$ 75,000,000

FAIR VALUE MEASUREMENTS - Sum_2

FAIR VALUE MEASUREMENTS - Summary summary of the changes in the fair value of the FPA liability (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Gain on termination of FPA	$ 3,160,168
FPA liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, December 31, 2020	10,654,540
Change in fair value	(7,494,372)
Gain on termination of FPA	$ (3,160,168)

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional Information (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfer from Level 3 to Level 2	$ (9,468,334)