Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Document Information Line Items | ||
Document Type | 10-Q | |
Entity Registrant Name | PERSHING SQUARE TONTINE HOLDINGS, LTD | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001811882 | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Document Quarterly Report | true | |
Entity Ex Transition Period | false | |
Document Transition Report | false | |
Entity File Number | 001-39396 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-0930174 | |
Entity Address, Address Line One | 787 Eleventh Avenue | |
Entity Address, Address Line Two | Ninth Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 813-3700 | |
Entity Interactive Data Current | Yes | |
Common Class A [Member] | ||
Document Information Line Items | ||
Trading Symbol | PSTH | |
Entity Common Stock, Shares Outstanding | 200,000,000 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Warrants included as part of the units [Member] | ||
Document Information Line Items | ||
Trading Symbol | PSTH.WS | |
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $23.00 | |
Security Exchange Name | NYSE | |
Common Class B [Member] | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 100 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 32,662,874 | $ 25,348,287 |
Prepaid expenses | 1,360,537 | 2,601,472 |
Expense reimbursement receivable | 91,352 | 0 |
Dividends receivable from operating account | 268 | 220 |
Total Current Assets | 34,115,031 | 27,949,979 |
Forward Purchase Agreement assets | 5,616,320 | 0 |
Cash and marketable securities held in Trust Account | 4,002,434,511 | 4,001,690,454 |
Total Assets | 4,042,165,862 | 4,029,640,433 |
Current Liabilities: | ||
Accrued expenses | 9,382,024 | 1,207,263 |
Accrued offering costs | 0 | 85,000 |
Income taxes payable | 2,427 | 289,155 |
Total Current Liabilities | 9,384,451 | 1,581,418 |
Forward Purchase Agreement liabilities | (5,616,320) | 593,893,320 |
Outstanding Warrant liabilities | 213,041,212 | 462,704,684 |
Deferred underwriting fees payable | 56,250,000 | 56,250,000 |
Total Liabilities | 278,675,663 | 1,114,429,422 |
Commitments | ||
Stockholders' Equity / (Deficit) | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 25,000 | 25,000 |
Accumulated deficit | (238,966,885) | (1,086,215,288) |
Total Stockholders' Equity / (Deficit) | (238,941,885) | (1,086,190,288) |
Total Liabilities and Stockholders' Equity / (Deficit) | 4,042,165,862 | 4,029,640,433 |
Common Class A [Member] | ||
Current Liabilities: | ||
Class A Common Stock, $0.0001 par value, 200,000,000 shares subject to possible redemption at redemption value | 4,002,432,084 | 4,001,401,299 |
Stockholders' Equity / (Deficit) | ||
Common stock | 0 | 0 |
Total Stockholders' Equity / (Deficit) | 0 | 0 |
Common Class B [Member] | ||
Stockholders' Equity / (Deficit) | ||
Common stock | ||
Total Stockholders' Equity / (Deficit) | $ 0 | $ 0 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Temporary equity, shares subject to possible redemption | 200,000,000 | 200,000,000 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, shares subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares subject to possible redemption | 200,000,000 | 200,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 200,000,000 | 200,000,000 |
Common stock, shares outstanding | 200,000,000 | 200,000,000 |
Common Class B [Member] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Interest and dividends earned in operating account | $ 458 | $ 767 | $ 767 | $ 1,529 |
Legal fees | (5,106,969) | (188,368) | (188,368) | (17,403,109) |
Advisory fees | (146,098) | 0 | 0 | (5,146,098) |
Insurance expense | (413,309) | (332,909) | (332,909) | (1,239,928) |
Tender offer expense | (1,227,184) | 0 | 0 | (1,232,342) |
Printing fees | (1,110,380) | 0 | 0 | (1,159,925) |
Accounting and tax expense | (103,065) | (4,572) | (4,572) | (449,179) |
Franchise tax expense | (50,000) | (83,059) | (83,059) | (150,000) |
Research expense | (31,164) | (22,000) | (22,000) | (58,477) |
Other expenses | 76,034 | (37,856) | (50,738) | (153,111) |
Expense reimbursement | 25,065,931 | 0 | 0 | 25,065,931 |
Income/(Loss) from operations | 16,954,254 | (667,997) | (680,879) | (1,924,709) |
Dividends earned on marketable securities held in Trust Account | 19,960 | 16,394 | 16,394 | 99,839 |
Realized gains on marketable securities held in Trust Account | 0 | 0 | 0 | 1,092,900 |
Change in unrealized gains on marketable securities held in Trust Account | 239,842 | 776,260 | 776,260 | 57,379 |
Income earned in Trust Account | 259,802 | 792,654 | 792,654 | 1,250,118 |
Transaction costs allocable to Outstanding Warrant liabilities | 0 | (912,625) | (912,625) | 0 |
Change in fair value of Forward Purchase Agreement liabilities/assets | 313,523,920 | (231,470,840) | (231,470,840) | 599,509,640 |
Change in fair value of Outstanding Warrant liabilities | 13,631,285 | (214,771,598) | (214,771,598) | 249,663,472 |
Other income/(loss) | 327,155,205 | (447,155,063) | (447,155,063) | 849,173,112 |
Income/(loss) before income tax benefit/(provision) | 344,369,261 | (447,030,406) | (447,043,288) | 848,498,521 |
Income tax benefit/(provision) | 6,211 | (23,473) | (23,473) | (219,332) |
Net income/(loss) | 344,375,472 | (447,053,879) | $ (447,066,761) | $ 848,279,189 |
Common Class A [Member] | ||||
Net income/(loss) | 0 | 0 | ||
Common Class B [Member] | ||||
Net income/(loss) | $ 0 | $ 0 | ||
Common Stock Subject to Mandatory Redemption [Member] | Common Class A [Member] | ||||
Weighted Average Number of Shares Outstanding, Basic | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 |
Earnings Per Share, Basic and Diluted | $ 0 | $ 0 | $ 0 | $ 0.01 |
Weighted Average Number of Shares Outstanding, Diluted | 202,021,454 | 216,517,377 | 216,517,377 | 225,265,596 |
Earnings Per Share, Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Common Stock Not Subject to Mandatory Redemption [Member] | Common Class B [Member] | ||||
Earnings Per Share, Basic and Diluted | $ 3,441,094.59 | $ (4,478,230.60) | $ (4,478,359.42) | $ 8,472,484.03 |
Weighted Average Number of Shares Outstanding, Diluted | 100 | 100 | 100 | 100 |
Earnings Per Share, Diluted | $ 305,855.39 | $ (4,478,230.60) | $ (4,478,359.42) | $ 2,477,387.63 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholder's Equity / (Deficit) - USD ($) | Total | Common Stock Class A [Member] | Common Stock Class B [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Balance at May. 03, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance (in Shares) at May. 03, 2020 | 0 | 0 | |||
Issuance of Class B Common Stock to Sponsor | 25,000 | $ 0 | $ 0 | 25,000 | 0 |
Issuance of Class B Common Stock to Sponsor (in Shares) | 0 | 100 | |||
Net income (loss) | (12,882) | $ 0 | $ 0 | 0 | (12,882) |
Balance at Jun. 30, 2020 | 12,118 | $ 0 | $ 0 | 25,000 | (12,882) |
Balance (in Shares) at Jun. 30, 2020 | 0 | 100 | |||
Balance at May. 03, 2020 | 0 | $ 0 | $ 0 | 0 | 0 |
Balance (in Shares) at May. 03, 2020 | 0 | 0 | |||
Net income (loss) | (447,066,761) | ||||
Balance at Sep. 30, 2020 | (577,715,483) | $ 0 | $ 0 | 25,000 | (577,740,483) |
Balance (in Shares) at Sep. 30, 2020 | 0 | 100 | |||
Balance at Jun. 30, 2020 | 12,118 | $ 0 | $ 0 | 25,000 | (12,882) |
Balance (in Shares) at Jun. 30, 2020 | 0 | 100 | |||
Measurement adjustment on redeemable common stock | (130,673,722) | $ 0 | $ 0 | (130,673,722) | |
Issuance of Class B Common Stock to Sponsor | 0 | ||||
Net income (loss) | (447,053,879) | 0 | 0 | 0 | (447,053,879) |
Balance at Sep. 30, 2020 | (577,715,483) | $ 0 | $ 0 | 25,000 | (577,740,483) |
Balance (in Shares) at Sep. 30, 2020 | 0 | 100 | |||
Balance at Dec. 31, 2020 | (1,086,190,288) | $ 0 | $ 0 | 25,000 | (1,086,215,288) |
Balance (in Shares) at Dec. 31, 2020 | 0 | 100 | |||
Measurement adjustment on redeemable common stock | (764,773) | $ 0 | $ 0 | 0 | (764,773) |
Net income (loss) | 503,903,717 | 0 | 0 | 0 | 503,903,717 |
Balance at Jun. 30, 2021 | (583,051,344) | $ 0 | $ 0 | 25,000 | (583,076,344) |
Balance (in Shares) at Jun. 30, 2021 | 0 | 100 | |||
Balance at Dec. 31, 2020 | (1,086,190,288) | $ 0 | $ 0 | 25,000 | (1,086,215,288) |
Balance (in Shares) at Dec. 31, 2020 | 0 | 100 | |||
Issuance of Class B Common Stock to Sponsor (in Shares) | 100 | ||||
Net income (loss) | 848,279,189 | ||||
Balance at Sep. 30, 2021 | (238,941,885) | $ 0 | $ 0 | 25,000 | (238,966,885) |
Balance (in Shares) at Sep. 30, 2021 | 0 | 100 | |||
Balance at Jun. 30, 2021 | (583,051,344) | $ 0 | $ 0 | 25,000 | (583,076,344) |
Balance (in Shares) at Jun. 30, 2021 | 0 | 100 | |||
Measurement adjustment on redeemable common stock | (266,013) | $ 0 | $ 0 | (266,013) | |
Net income (loss) | 344,375,472 | 0 | 0 | 0 | 344,375,472 |
Balance at Sep. 30, 2021 | $ (238,941,885) | $ 0 | $ 0 | $ 25,000 | $ (238,966,885) |
Balance (in Shares) at Sep. 30, 2021 | 0 | 100 |
Condensed Statements Of Cash Fl
Condensed Statements Of Cash Flows - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||||
Net income/(loss) | $ 344,375,472 | $ (447,053,879) | $ (447,066,761) | $ 848,279,189 |
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities: | ||||
Transaction costs allocable to Outstanding Warrant liabilities | 0 | 912,625 | 912,625 | 0 |
Change in fair value of Forward Purchase Agreement liabilities/assets | (313,523,920) | 231,470,840 | 231,470,840 | (599,509,640) |
Change in fair value of Outstanding Warrant liabilities | (13,631,285) | 214,771,598 | 214,771,598 | (249,663,472) |
Dividends earned on marketable securities held in Trust Account | (19,960) | (16,394) | (16,394) | (99,839) |
Realized gains on marketable securities held in Trust Account | 0 | 0 | 0 | (1,092,900) |
Change in unrealized gains on marketable securities held in Trust Account | (239,842) | (776,260) | (776,260) | (57,379) |
Changes in operating assets and liabilities: | ||||
Dividends receivable from operating account | (168) | (48) | ||
Expense reimbursement receivable | 0 | (91,352) | ||
Prepaid expenses | (3,027,437) | 1,240,935 | ||
Accrued expenses | 279,400 | 8,174,761 | ||
Income taxes payable | 23,473 | (286,728) | ||
Net cash provided by/(used in) operating activities | (3,429,084) | 6,893,527 | ||
Cash flows from investing activities: | ||||
Investment of cash in Trust Account | (4,000,000,000) | 0 | ||
Cash withdrawn from Trust Account to pay income taxes | 0 | 506,060 | ||
Net cash provided by/(used in) investing activities | (4,000,000,000) | 506,060 | ||
Cash flows from financing activities: | ||||
Proceeds from sales of Units | 4,000,000,000 | |||
Proceeds from sales of Sponsor and Director Warrants | 67,837,500 | |||
Payment of underwriting fees | (35,000,000) | |||
Payment of offering costs | (2,843,031) | (85,000) | ||
Proceeds from promissory note – related party | 1,121,120 | |||
Proceeds from issuance of Class B Common Stock to Sponsor | 25,000 | |||
Repayment of promissory note – related party | (1,121,120) | |||
Net cash provided by financing activities | 4,030,019,469 | (85,000) | ||
Net change in cash | 26,590,385 | 7,314,587 | ||
Cash and cash equivalents – beginning of period | 0 | 25,348,287 | ||
Cash and cash equivalents – end of period | $ 32,662,874 | $ 26,590,385 | 26,590,385 | 32,662,874 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for income taxes | 0 | 506,060 | ||
Supplemental disclosure of non-cash activities: | ||||
Deferred underwriting fees payable | 56,250,000 | 0 | ||
Change in value of common stock subject to possible redemption | $ 769,181 | $ 1,030,785 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Organization and General Pershing Square Tontine Holdings, Ltd. (the “Company”) is a blank check company incorporated in Delaware on May 4, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating an Initial Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) described below, identifying a target for an Initial Business Combination, and activities in connection with the proposed and subsequent cancellation of an Initial Business Combination with Vivendi S.E. (“Vivendi”), a corporation (société européenne) incorporated under the laws of France, in which the Company would purchase shares of Universal Music Group B.V. (“UMG”, majority owned subsidiary of Vivendi), a private company with limited liability organized under the laws of the Netherlands, as described further in Note 5. The Company generates non-operating st year-end. The Company’s sponsor is Pershing Square TH Sponsor, LLC (“Sponsor”), a Delaware limited liability company organized on May 4, 2020. The Sponsor is an affiliate of Pershing Square Capital Management, L.P. (“PSCM”), a registered investment advisor under the Investment Advisers Act of 1940, as amended, with approximately $16.6 billion of assets under management as of September 30, 2021. Our Sponsor is wholly owned by Pershing Square Holdings, Ltd., a Guernsey company, Pershing Square, L.P., a Delaware limited partnership, and Pershing Square International, Ltd., a Cayman Islands exempted company, each of which is an investment fund managed by PSCM (the “Pershing Square Funds”). The registration statement for the Company’s Initial Public Offering (the “Prospectus”) was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on July 21, 2020. On July 24, 2020, the Company consummated its Initial Public Offering of 200,000,000 units (“the Units” and, with respect to the shares of Class A Common Stock included in the Units sold, the “Public Shares”), at $20.00 per Unit, generating gross proceeds of $4,000,000,000. Each Unit consisted of one share of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), and one-ninth pro-rata The number of Distributable Tontine Redeemable Warrants to be distributed in respect of each such share of unredeemed Class A Common Stock is contingent upon the aggregate number of shares of Class A Common Stock that are redeemed in connection with the Initial Business Combination. The right to receive Distributable Tontine Redeemable Warrants will remain attached to each such share of Class A Common Stock and will not be separately transferable, assignable or salable. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placements of the Sponsor Warrants for $65,000,000 as well as the Director Warrants for $2,837,500. Both warrants are defined and further discussed in Note 4. Total offering costs amounted to $94,623,187, which consist of $35,000,000 of upfront underwriting fees, $56,250,000 of deferred underwriting fees (further discussed in Note 5) and $3,373,187 of other offering costs. Upon the closing of the Initial Public Offering and the private placements, $4,000,000,000 ($20.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the private placements of the Sponsor Warrants and Director Warrants were placed in a trust account (the “Trust Account”), with the remaining proceeds placed in an operating account outside the Trust Account. As of September 30, 2021, $32,662,874 was held as unrestricted cash outside the Trust Account to pay for ongoing expenses (such as business, legal and accounting due diligence costs related to prospective acquisitions, and continuing general and administrative expenses). The Trust Account is not liable for these expenses. On September 11, 2020, the Company’s Units ceased trading, and the Company’s Class A Common Stock and the Company’s Distributable Redeemable Warrants commenced trading separately on the New York Stock Exchange. In the separation, Unit owners received the number of shares of Class A Common Stock and Distributable Redeemable Warrants underlying their Units, with the right to receive any Distributable Tontine Redeemable Warrants remaining attached to such shares of Class A Common Stock. The Trust Account The Trust Account is located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The proceeds held in the Trust Account are invested solely in U.S. Treasury obligations (which are United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act) having a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 The proceeds, other than withdrawal of interest or dividend income to pay taxes owed in respect of the income derived from the Trust Account, will remain in the Trust Account (and will not be released) until the earlier of: (i) the consummation of the Initial Business Combination or (ii) the redemption of any shares of Class A Common Stock included in the Units sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its Initial Business Combination, (B) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if it does not complete its Initial Business Combination by July 24, 2022 (or January 24, 2023 if it has executed a letter of intent, agreement in principle or definitive agreement for its Initial Business Combination by July 24, 2022 but has not completed its Initial Business Combination by such date) (the “Combination Period”), or (C) with respect to any other provision relating to stockholders’ right for pre-Initial The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s Public Stockholders. Initial Business Combination The Company’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 Sponsor Warrants and Director Warrants, although substantially all of these proceeds are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting fees further discussed in Note 5) at the time of the agreement to enter into the Initial Business Combination. The Company will only complete an Initial Business Combination if the post-combination business owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company will provide its Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of an Initial Business Combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval under applicable law or stock exchange listing requirements. The Public Stockholders will be entitled to redeem their Public Shares for cash equal to their pro-rata The Company will be able to proceed with an Initial Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of an Initial Business Combination. If the Company seeks stockholder approval, a majority of the shares voted must be voted in favor of the Initial Business Combination. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing an Initial Business Combination. If, however, stockholder approval of the transaction is required, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will conduct the redemptions in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Each Public Stockholder may elect to redeem its Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with an Initial Business Combination, the Company’s Sponsor, Forward Purchasers (as defined in Note 4), directors and officers have agreed to vote their Class B Common Stock as well as any Public Shares and Forward Purchase Securities (as defined in Note 4) held by them in favor of approving the Initial Business Combination. If the Company seeks stockholder approval of an Initial Business Combination and does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, unless our board of directors determines, in its sole discretion, to waive or amend such limit with respect to a particular stockholder or “group.” Pursuant to the Company’s Certificate of Incorporation, if the Company is unable to complete the Initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the Redemption Value (less $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The holders of the Company’s Class B common stock, (“Class B Common Stock”) will not be issued any shares of Class A Common Stock in respect of their shares of Class B Common Stock if the Company fails to complete its Initial Business Combination within the Combination Period, and will have no rights to liquidating distributions from the Trust Account in respect of such shares, although these Class B common stockholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares that they hold (however acquired). In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all remaining assets available for distribution to them after payment of liabilities and after a provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed 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. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period or for any future periods and should be read in conjunction with the Company’s restated Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on May 24, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s restated Annual Report on Form 10-K/A 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”). 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 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 can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with those of another public company difficult or impossible if such other public company is (i) not an emerging growth company or (ii) is an emerging growth company that has opted out of using the extended transition period, due to the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalent accounts in financial institutions, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company is not exposed to significant risks on such accounts and has not experienced any losses. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed balance sheets, primarily due to their short-term nature. Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less at the time of purchase to be cash equivalents. At September 30, 2021, cash and cash equivalents is comprised of cash in bank of $88,913 and a money market fund balance of $32,573,961 which is invested solely in U.S. Treasury obligations. At December 31, 2020, cash and cash equivalents is comprised of cash in bank of $867 and a money market fund balance of $25,347,420 which is invested solely in U.S. Treasury obligations. Marketable Securities Held in Trust Account As of September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury obligations. From its inception to September 30, 2021, the Company has withdrawn $506,060 of income earned on the Trust Account to pay for its income tax obligations, of which $72,290 was withdrawn during the three months ended September 30, 2021. Outstanding Warrants Liabilities and FPA Liabilities/Assets The Company accounts for the Public Warrants, the Sponsor Warrants and Director Warrants (“Private Placement Warrants”, collectively with the Public Warrants, the “Outstanding Warrants”) and the Forward Purchase Agreement and Director Forward Purchase Agreement (collectively, the “FPA”) in accordance with the guidance contained in ASC 815-40, Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” The Company’s conditionally redeemable Class A Common Stock features certain redemption rights that are considered to be outside of its control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 200,000,000 shares of Class A Common Stock subject to possible redemption were presented at redemption value as temporary equity, respectively, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company adjusts the carrying value of redeemable common stock to equal the redemption value of the cash held in the Trust Account net of income taxes payable at the end of each reporting period. Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The Company applies the treasury stock method to the Public Warrants sold in the Initial Public Offering, the private placement of the Sponsor and Director Warrants and the Forward Purchase Agreement in the calculation of diluted income (loss) per share. The ability for the Outstanding Warrants to be exercised is contingent upon the occurrence of future events that have not been met as of the end of the reporting period. As a result, the Company has not considered the effect of the Outstanding Warrants on net income (loss) per common share for the periods presented. The Company’s condensed statements of operations include a presentation of income (loss) per share for common shares in a manner similar to the two-class Net income (loss) per share, basic and diluted, for Class B non-redeemable non-redeemable non-redeemable The following tables reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended September 30, 2021 September 30, 2020 (Basic) (Diluted) (Basic) (Diluted) Class A Common Stock Subject to Possible Redemption Numerator: Earnings allocable to Class A Common Stock subject to possible redemption Income earned in Trust Account $ 259,802 $ 259,802 $ 792,654 $ 792,654 Income taxes 6,211 6,211 (23,473 ) (23,473 ) Net earnings $ 266,013 $ 266,013 $ 769,181 $ 769,181 Denominator: Weighted-average Class A Common Stock subject to possible redemption Weighted-average shares outstanding, Class A Common Stock subject to possible redemption 200,000,000 202,021,454 200,000,000 216,517,377 Net income per share, Class A Common Stock subject to possible redemption $ 0.00 $ 0.00 $ 0.00 $ 0.00 Non-Redeemable Numerator: Net income/(loss) minus net earnings and change in fair value of FPA assets/liabilities Net income/(loss) $ 344,375,472 $ 344,375,472 $ (447,053,879 ) $ (447,053,879 ) Net earnings allocable to Class A Common Stock subject to possible redemption (266,013 ) (266,013 ) (769,181 ) (769,181 ) Change in fair value of FPA assets/liabilities – (313,523,920 ) – – Non-redeemable $ 344,109,459 $ 30,585,539 $ (447,823,060 ) $ (447,823,060 ) Denominator: Weighted-average Non-redeemable Weighted-average shares outstanding, Non-redeemable 100 100 100 100 Net income/(loss) per share, Non-redeemable $ 3,441,094.59 $ 305,855.39 $ (4,478,230.60 ) $ (4,478,230.60 ) Nine Months Ended Period From May 4, 2020 (Inception) through September 30, 2020 (Basic) (Diluted) (Basic) (Diluted) Class A Common Stock Subject to Possible Redemption Numerator: Earnings allocable to Class A Common Stock subject to possible redemption Income earned in Trust Account $ 1,250,118 $ 1,250,118 $ 792,654 $ 792,654 Income taxes (219,332 ) (219,332 ) (23,473 ) (23,473 ) Net earnings $ 1,030,786 $ 1,030,786 $ 769,181 $ 769,181 Denominator: Weighted-average Class A Common Stock subject to possible redemption Weighted-average shares outstanding, Class A Common Stock subject to possible redemption 200,000,000 225,265,596 200,000,000 216,517,377 Net income per share, Class A Common Stock subject to possible redemption $ 0.01 $ 0.00 $ 0.00 $ 0.00 Non-Redeemable Numerator: Net income/(loss) minus net earnings and change in fair value of FPA assets/liabilities Net income/(loss) $ 848,279,189 $ 848,279,189 $ (447,066,761 ) $ (447,066,761 ) Net earnings allocable to Class A Common Stock subject to possible redemption (1,030,786 ) (1,030,786 ) (769,181 ) (769,181 ) Change in fair value of FPA assets/liabilities – (599,509,640 ) – – Non-redeemable $ 847,248,403 $ 247,738,763 $ (447,835,942 ) $ (447,835,942 ) Denominator: Weighted-average Non-redeemable Weighted-average shares outstanding, Non-redeemable 100 100 100 100 Net income/(loss) per share, Non-redeemable $ 8,472,484.03 $ 2,477,387.63 $ (4,478,359.42 ) $ (4,478,359.42 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on the Company’s unaudited condensed financial statements. Risk and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3— Initial Public Offering Pursuant to the Initial Public Offering on July 24, 2020, the Company sold 200,000,000 units at a price of $20.00 per Unit. Each Unit consisted of one share of the Company’s Class A Common Stock, and one-ninth pro-rata |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Sponsor Shares On May 7, 2020, the Sponsor acquired 100 shares of Class B Common Stock (the “Sponsor Shares”) for an aggregate purchase price of $25,000, or $250.00 per share. The Sponsor Shares are identical to the Class A Common Stock included in the Units sold in the Initial Public Offering except that: (i) the Sponsor Shares have, in the aggregate, the voting power of 20.0% of the issued and outstanding common stock of the Company immediately following the Initial Public Offering, while the shares of Class A Common Stock have, in the aggregate, 80.0% of the voting power of the issued and outstanding common stock of the Company immediately following the Initial Public Offering; (ii) the Sponsor Shares automatically convert into shares of Class A Common Stock at the time of the Company’s Initial Business Combination on a one-for-one The Company’s Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of their Sponsor Shares until the earlier to occur of (A) 180 days after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Sponsor Warrants Concurrently with the Initial Public Offering, the Sponsor purchased the Sponsor Warrants for an aggregate purchase price of $65,000,000 in a private placement. The fair market value of the Sponsor Warrants as of the date of the Initial Public Offering was determined by the Company to be $65,000,000 in consultation with a third-party, nationally recognized valuation firm. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell the Sponsor Warrants until three years after the date of the Initial Business Combination, and will only then be exercisable for that number of shares constituting 5.95% of the common shares of the post-combination business on a fully diluted basis as of the time immediately following the Initial Business Combination, at an exercise price equal to $24.00 per common share of the post-combination business. The Sponsor Warrants will have a term of 10 years from the consummation of the Initial Business Combination. The Sponsor Warrants are not redeemable by the Company and, will be exercisable, in whole or in part, on a cash or cashless basis. Of the proceeds from the sale of the Sponsor Warrants, $35,000,000 was deposited in the Trust Account (as described in Note 1) such that $4,000,000,000 was placed in the Trust Account, and the remainder of the proceeds of the Sponsor Warrants and the full proceeds of the Director Warrants (as defined below) are held by the Company outside the Trust Account and will be used to pay for expenses in connection with the Initial Public Offering and Initial Business Combination. If the Initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Sponsor Warrants held in the Trust Account will be used to fund the redemption of Public Shares (subject to the requirements of applicable law). Director Warrants Concurrently with the Initial Public Offering, each of the Company’s directors, other than Mr. Ackman, purchased an aggregate amount of $2,837,500 of director warrants (“Director Warrants”) in private placements. The directors who have purchased Director Warrants have agreed, subject to limited exceptions, not to transfer, assign or sell such Director Warrants until three years after the completion of the Initial Business Combination. Each Director Warrant will be exercisable for a percentage of the common shares of the post-combination business calculated as the purchase price of such Director Warrant divided by the purchase price of the Sponsor Warrants, multiplied by 5.95%, reflecting fair market value as determined with respect to the Sponsor Warrants. The aggregate Director Warrants will be exercisable for approximately 0.26% of the common shares of the post-combination business on a fully diluted basis. The exercise price per common share of the post-combination business will be $24.00. The Director Warrants will have a term of 10 years from the consummation of the Initial Business Combination. The Director Warrants are not redeemable by the Company and will be exercisable, in whole or in part, on a cash or cashless basis. The Sponsor Warrants and the Director Warrants will be exercisable, in the aggregate, for that number of shares equal to approximately 6.21% of the shares of the post-combination business on a fully diluted basis. Forward Purchase Agreement On June 21, 2020, the Pershing Square Funds (each a “Forward Purchaser” and collectively the “Forward Purchasers”) entered into a Forward Purchase Agreement (the “Forward Purchase Agreement”) with the Company, regarding the purchase of units (the “Forward Purchase Units”), each of which has a purchase price of $20.00 and consists of one share of Class A Common Stock (the “Forward Purchase Shares”), and one-third The Forward Purchase Agreement also provides that the Forward Purchasers may elect to purchase up to an additional aggregate amount of $2,000,000,000 of Forward Purchase Units (the “Additional Forward Purchase Units”), or up to 100,000,000 such units, in whole or in part, in one or more private placements in such amounts and at such time or times as the Forward Purchasers determine, but no later than simultaneously with the closing of the Initial Business Combination. The Company and the Forward Purchasers may determine, by mutual agreement, to increase the number of Additional Forward Purchase Units at any time prior to the Initial Business Combination. The Forward Purchasers may transfer the right to purchase the Additional Forward Purchase Units, in whole or in part, to any entity that is managed by Pershing Square Capital Management, L.P. (the “Affiliate Transferees”), but not to any third party. The Forward Purchasers’ obligation or right, as applicable, to purchase the Forward Purchase Units will be allocated among the Forward Purchasers from time to time. The Forward Purchase Shares, the Forward Purchase Warrants and the shares of Class A Common Stock underlying the Forward Purchase Warrants (collectively, the “Forward Purchase Securities”) have terms identical to those of the shares of Class A Common Stock and the Redeemable Warrants included in the Units sold in the Initial Public Offering, except, (i) the Forward Purchase Securities will be subject to transfer restrictions and will have certain rights as long as they are held by the Forward Purchaser or its permitted transferees; (ii) the Forward Purchase Warrants will not have the right to vote on any amendments to the warrant agreement prior to the Initial Business Combination, except with respect to certain provisions relating solely to restrictions on the transfer of the Forward Purchase Securities; and (iii) the Forward Purchase Shares will not be entitled to receive any Distributable Tontine Redeemable Warrants, will not have any redemption rights in connection with the Initial Business Combination or in connection with certain amendments to the Certificate of Incorporation, and will not have any right to liquidating distributions from the Trust Account in the event that the Company fails to complete its Initial Business Combination within the Combination Period. Such Forward Purchase Securities will be subject to certain transfer restrictions and have certain registration rights. Director Forward Purchase Agreement On July 21, 2020, the Company entered into a Director Forward Purchase Agreement with certain of its independent directors (the “Director Forward Purchasers”). The Director Forward Purchasers agreed to purchase, in one or more private placements in such amounts and at such time or times as each Director Forward Purchasers determines, but no later than simultaneously with the closing of the Initial Business Combination, an aggregate amount of $6,000,000 of Forward Purchase Units. The Director Forward Purchasers may not transfer their obligation to purchase such Forward Purchase Units, other than to the Sponsor, its affiliates and to other directors. Such Forward Purchase Securities will be subject to certain transfer restrictions and have certain registration rights. Registration Rights On July 21, 2020, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Sponsor, the Forward Purchasers and the independent directors of the Company, pursuant to which the Company is required to use commercially reasonable efforts to file within 120 days of the Initial Business Combination, and use best efforts to cause such registration statement to be declared effective as soon as practicable (but in no event later than 60 days) thereafter, providing for the resale, under Rule 415 of the Securities Act, of (i) the Sponsor Warrants, (ii) the Director Warrants, (iii) the shares issuable upon the exercise of the Sponsor Warrants or Director Warrants, (iv) the Forward Purchase Securities, (v) the shares of Class A Common Stock issuable upon conversion of the Sponsor’s Class B Common Stock and (vi) any other shares or warrants of the Company that the parties to the Registration Rights Agreement have purchased on the open market, subject to certain conditions as provided in the Registration Rights Agreement. The parties to the Registration Rights Agreement, and their permitted transferees, will be entitled to make up to 10 demands that the Company register the foregoing securities, and will have certain “piggyback rights” with respect to other registration statements filed by the Company. The post-combination business will bear the expenses in connection with the filing of any such registration statements. Related Party Loans The Sponsor agreed to loan the Company up to $1,500,000 to cover expenses related to the Initial Public Offering, general corporate purposes prior to the Initial Business Combination and potential transaction costs in connection with the Initial Business Combination, pursuant to a promissory note (the “Note”). The Note bears interest on a monthly basis at the Applicable Federal Rate, and is payable no later than the end of the Combination Period. The total borrowings under the Note in the amount of $1,121,320 (inclusive of $200 interest due to the Sponsor) were repaid upon the consummation of the Initial Public Offering on July 24, 2020. As of September 30, 2021 and December 31, 2020, $378,880 was left under the Note to be drawn down, however there were no borrowings outstanding. Assignment Agreement On July 18, 2021, the Company entered into an Assignment Agreement with Pershing Square Holdings, Ltd. and certain of its affiliates, pursuant to which the Company assigned its rights under the Share Purchase Agreement (as defined and further discussed in Note 5) to the Assignees. The Assignees have also agreed to assume the indemnity agreement between the Company and Vivendi, and to reimburse the Company for the expenses incurred in connection with the Proposed IBC (as defined and further discussed in Note 5), which totaled $25,065,931 as reflected in the condensed statements of operations. As of September 30, 2021, $91,352 remained outstanding to be received by the Company and was fully settled during October 2021. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Proposed Initial Business Combination Below is a description of the proposed Initial Business Combination, which was ultimately not consummated. On June 20, 2021, the Company entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Vivendi to purchase a number of ordinary shares, par value €10 per share, representing approximately 10% of the share capital and voting rights, on a fully diluted basis, of UMG (the “UMG Shares”) for approximately $4 billion (the “Share Purchase”), with the expectation that the Company would distribute the UMG Shares to its Public Stockholders (the “Distribution” and together with the Share Purchase, the “Proposed IBC”). The Company expected that the Share Purchase would be consummated in the third quarter of 2021 and the Distribution would occur in November or December 2021. In connection with the Proposed IBC, the Company and Vivendi also entered into an indemnification agreement pursuant to which the Company agreed to indemnify Vivendi and certain of its related parties for certain potential liabilities in connection with the Company’s redemption tender offer, the warrant exchange offer and the Distribution (each as further described below). Also on June 20, 2021, the Company, the Sponsor, the Pershing Square Funds and the Company’s independent directors entered into the Pershing Entities Letter Agreement, pursuant to which: • The Company and the Pershing Square Funds agreed to amend and restate the Forward Purchase Agreement concurrently with the closing of the Proposed IBC, pursuant to which the Forward Purchasers would exercise their right to purchase an aggregate amount of $1.6 billion of Forward Purchase Units ($1.0 billion of Committed Forward Purchase Units and $600 million of Additional Forward Purchase Units). The price per share at which the Pershing Square Funds would have exercised such amended Forward Purchase Agreement would be equal to RemainCo’s (defined below) net asset value at the time of such purchase; • The Company and the Sponsor agreed to amend the Sponsor Warrants concurrently with the closing of the Proposed IBC, such that the Sponsor Warrants would not be exercised or otherwise participate in the Proposed IBC. Instead, they would remain in place, but the exercise price would be adjusted to equal 120% of RemainCo’s (defined below) net asset value immediately prior to the time it completed its anticipated future business combination with an operating business; and • The Company and its independent directors agreed that the Director Warrants would not be exercised in connection with the Proposed IBC, and would be amended concurrently with the closing of the Proposed IBC. The result of such amendment would have been that, (i) the holders of the Director Warrants would receive shares in the Company in exchange for approximately 72% of the fair market value of the Director Warrants (as determined by a third-party valuation firm), to compensate for the fact that they would not participate in the Proposed IBC as originally envisioned, (ii) such shares would participate in the Distribution and (iii) the roughly 28% of the value of the Director Warrants would remain in place with their exercise price adjusted in the same manner as the exercise price of the Sponsor Warrants as explained above. The Company further announced that it expected to undertake a 1:4 reverse stock split following the issuance of the Distributable Tontine Redeemable Warrants, all warrants in respect of the Forward Purchase Agreement and Director Forward Purchase Agreements and the Distribution so that its net asset value (“NAV”) would be approximately $22 per share. Pursuant to On July 8, 2021, the Company launched (i) a redemption tender offer which was intended to provide Public Stockholders with the opportunity to exercise their right to redeem their shares of Class A Common Stock in connection with the Proposed IBC and (ii) a warrant exchange offer which provided holders of the Company’s currently outstanding Distributable Redeemable Warrants the opportunity to exchange those warrants for shares of Class A Common Stock at a ratio of 0.2650 shares per warrant. On July 19, 2021, the Company announced that its board of directors unanimously determined not to proceed with the Proposed IBC and the Company had agreed to assign its rights and obligations under the Share Purchase Agreement with Vivendi to Pershing Square Holdings, Ltd. and certain of its affiliates. The Assignees agreed to purchase or cause to be purchased at least 5% of the share capital of UMG on the terms and subject to the conditions of the Share Purchase Agreement and Vivendi acknowledged that if the Assignees purchased at least 5% of the share capital of UMG, the Share Purchase Agreement would be of no further force with respect to remaining UMG shares to be purchased under the Share Purchase Agreement. In addition, the Assignees, severally in accordance with their obligations to purchase UMG shares, agreed to assume and reimburse the Company for out-of-pocket On July 21, 2021, the Company terminated its redemption tender offer and warrant exchange offer, and no shares were redeemed from the Company. As a result of the termination of these offers and the cancellation of the Proposed IBC, the Pershing Entities Letter Agreement did not come into effect and there have been no changes to the instruments discussed as exhibits to such letter agreement. The FPA, Sponsor Warrants and Director Warrants remain as initially issued as of June 21, 2020 and July 21, 2020, respectively. Given the events of July 19 and July 21, the Company is seeking an alternative initial business combination. On August 10, 2021, the Assignees completed an initial closing under the Share Purchase Agreement acquiring 128,555,017 UMG shares, or approximately 7.1% of the share capital of UMG, for an aggregate purchase price of $2.8 billion, as a result of which the Company was released from its obligations under the Share Purchase Agreement and the indemnification agreement described above (which indemnity was allocated without the participation of the Company, among the Pershing Square Funds). Also on August 10, 2021, the Company acknowledged and stepped out of the registration rights agreement, transferring it to the Assignees, which now provides, among other things, the Assignees the ability to register UMG in a U.S. initial public offering no earlier than 2023 rather than providing for the Distribution that the Company envisioned in the Proposed IBC at the end of this calendar year. This Quarterly Report on the 10-Q Underwriting Agreement The underwriters are entitled to a deferred fee of $0.28 per Unit, or $56,250,000 in the aggregate. The aggregate deferred underwriting fees include (i) the deferral of any underwriting fees, other than the retail selling concessions, in excess of $30,000,000 (a deferral of $12,500,000), plus (ii) a 2.0% rate applied to the gross offering proceeds, subject to a $56,250,000 cap on the amount of such aggregate deferred underwriting fees. If the amount of proceeds from the Trust Account paid in connection with the redemption rights of Public Stockholders, together with the amount of any capital raised in private placements in connection with the Initial Business Combination from investors other than Sponsor or its affiliates (the “Net Redemptions”), results in the Company having less than $2,000,000,000 of cash available upon consummation of the Initial Business Combination, only 25.0% of the aggregate deferred underwriting fees will be payable. If such amount of cash available is $2,000,000,000 or greater, 50% of the aggregate deferred underwriting fees will be payable, and the remaining 50% of the aggregate deferred underwriting fees will be subject to a pro-rata Litigation On August 17, 2021, a purported stockholder of the Company filed a putative derivative lawsuit in U.S. Federal Court in New York, Assad v. Pershing Square Tontine Holdings, Ltd., et al, The Company has also received requests for books and records from certain purported stockholders pursuant to Section 220 of the Delaware General Corporation Law and has provided or agreed to provide certain information in response to those requests. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 6—Stockholders’ Equity Common Stock The authorized common stock of the Company includes up to 3,000,000,000 shares of Class A Common Stock with a par value of $0.0001 per share, and 20,000,000 shares of Class B Common Stock with a par value of $0.0001 per share. If the Company enters into an Initial Business Combination, it may (depending on the terms of such Initial Business Combination) be required to increase the number of shares of Class A Common Stock which the Company is authorized to issue at the same time the Company’s stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. The shares of Class A Common Stock have, in the aggregate, 80.0% of the voting power of the issued and outstanding common stock of the Company as of the time immediately following the Initial Public Offering and the shares of Class B Common Stock have, in the aggregate, the voting power of 20.0% of the issued and outstanding common stock of the Company. At September 30, 2021 and December 31, 2020, there were 200,000,000 shares of Class A Common Stock issued and outstanding and 100 shares of Class B Common Stock issued and outstanding. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Warrants Each whole Warrant entitles the registered holder to purchase one whole share of Class A Common Stock at a price of $23.00 per share, subject to adjustment, at any time commencing on the later of 12 months from the closing of the Initial Public Offering or 30 days after the completion of the Initial Business Combination. The Warrants will expire five years after the completion of the Initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. No fractional shares of Class A Common Stock will be issued upon exercise of the Warrants. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A Common Stock to be issued to the holder. If, at the time of redemption, the Warrants are exercisable for a security other than the Class A Common Stock, pursuant to the warrant agreement (for instance, if the Company is not the surviving company in the Initial Business Combination), the Warrants may be exercised for such security. At such time as the Warrants become exercisable for a security other than the Class A Common Stock, the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the Warrants. The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration. No Warrant will be exercisable and the Company will not be obligated to issue shares of Class A Common Stock upon exercise of a Warrant unless the Class A Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrant. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the share of Class A Common Stock underlying such Unit. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Initial Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A Common Stock issuable upon exercise of the Warrants. The Company will use its best efforts to cause the same to become effective within 60 business days after such closing, and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the Warrants expire or are redeemed, as specified in the warrant agreement. Notwithstanding the above, if the Class A Common Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but it will be required to use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A Common Stock issuable upon exercise of the Warrants is not effective by the 60th day after the closing of the Initial Business Combination, Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In such event, each holder would pay the exercise price by surrendering the Warrants for that number of Class A Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A Common Stock underlying the Warrants, multiplied by the excess of the “fair market value” (defined herein) less the exercise price of the Warrants by (y) the fair market value and (B) 0.3611 per Warrant. The “fair market value” as used in this paragraph shall mean the average of the daily volume-weighted average trading prices of the Class A Common Stock during the 10 consecutive 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 share of Class A Common Stock equals or exceeds $36.00. • in whole and not in part; • at a price of $0.01 per Warrant; • upon a minimum of 30 days’ prior written notice of redemption to each Warrant holder, provided that holders will be able to exercise their Warrants prior to the time of redemption and, at the Company’s election, any such exercise may be required to be on a cashless basis as described below; and • if, and only if, the daily volume-weighted average price of the Class A Common Stock equals or exceeds $36.00 per share (subject to adjustments) for any 20 trading days within a 30-trading-day The Company will not redeem the Warrants as described above unless (i) a registration statement under the Securities Act covering the issuance of the shares of Class A Common Stock issuable upon exercise of the Warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available throughout the 30-day If the Company elects to require any holder wishing to exercise their Warrants to do so on a cashless basis, each holder would pay the exercise price by surrendering the Warrants for that number of Class A Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A Common Stock underlying the Warrants, multiplied by the excess of the “fair market value” (defined herein) less the exercise price of the Warrants by (y) the fair market value and (B) 0.3611 per redeemable Warrant. The “fair market value” as used in this paragraph shall mean the average of the daily volume-weighted average trading prices of the Class A Common Stock during the 10 consecutive trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the registered holders of the Warrants. In determining whether to require any such exercises to be made on a cashless basis in connection with this redemption provision, the Company will consider, among other factors, its cash position, the number of Warrants that are outstanding, and the dilutive effect on the Company’s stockholders of issuing the maximum number of shares of Class A Common Stock issuable upon the exercise of such Warrants. The Company has established the last of the redemption criteria discussed Redemption of Warrants when the price per share of Class A Common Stock equals or exceeds $20.00 • 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 included in the Company’s Prospectus filed with the SEC, based on the redemption date and the “fair market value” of the Class A Common Stock except as otherwise described below; and • if, and only if, the daily volume-weighted average price of the Class A Common Stock equals or exceeds $20.00 per Public Share (subject to adjustments) for any 20 trading days within the 30-trading-day If the number of outstanding shares of Class A Common Stock is increased by a stock dividend payable in shares of Class A Common Stock, or by a split-up split-up In addition, if the Company, at any time while the Redeemable Warrants are outstanding and unexpired, pays a dividend or makes a distribution in cash, securities or other assets to the holders of Class A Common Stock on account of such shares of Class A Common Stock (or other shares of the Company’s capital stock into which the Redeemable Warrants are convertible), other than: (a) as described above; (b) certain ordinary cash dividends; (c) to satisfy the redemption rights of the holders of Class A Common Stock in connection with a proposed Initial Business Combination; (d) to satisfy the redemption rights of the holders of Class A Common Stock in connection with a stockholder vote to amend the Company’s Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with the Initial Business Combination, (ii) to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Class A Common Stock issued in the Initial Public Offering if it does not complete the Initial Business Combination within the Combination Period or (iii) with respect to any other provision relating to stockholders’ rights or pre-Initial If the number of outstanding shares of Class A Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Class A Common Stock issuable on exercise of each Redeemable Warrant will be decreased in proportion to such decrease in outstanding shares of Class A Common Stock. Whenever the number of shares of Class A Common Stock purchasable upon the exercise of the Redeemable Warrants is adjusted, as described above, the Warrant exercise price will be adjusted by multiplying the Warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Class A Common Stock purchasable upon the exercise of the Redeemable Warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Class A Common Stock so purchasable immediately thereafter. In addition, if (i) the Company issues additional shares of Class A Common Stock, equity-linked securities or any other instrument that is convertible or exercisable into, or exchangeable for, Class A Common Stock for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $18.40 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds (including from such issuances, the Initial Public Offering, the sale of the Forward Purchase Units and any interest thereon, net of redemptions) that are available for the funding of the Initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the daily volume-weighted average trading price of Class A Common Stock during the 20-trading-day In case of any reclassification or reorganization of the outstanding shares of Class A Common Stock (other than those described above or that solely affects the par value of such shares of Class A Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of its outstanding shares of Class A Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Redeemable Warrants will thereafter have the right to purchase and receive, upon the basis and the terms and conditions specified in the Redeemable Warrants and in lieu of the shares of the Company Class A Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Redeemable Warrants would have received if such holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted-average of the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by the Company’s stockholders as provided for in its Certificate of Incorporation or as a result of the redemption of Class A Common Stock by the Company if a proposed Initial Business Combination is presented to its stockholders for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) 12b-2 13d-3 over-the-counter The Redeemable Warrants and the Forward Purchase Warrants will have identical terms in all respects, except that the Forward Purchase Warrants will have no right to vote on amendments to the warrant agreement prior to the Initial Business Combination (with limited exceptions), and (along with the shares of Class A Common Stock underlying the Forward Purchase Warrants) will be subject to certain transfer restrictions and have certain registration rights as long as they are held by the Forward Purchasers or their permitted transferees. The Commitments of $4,002,432,084 as reflected on the unaudited condensed balance sheets relate to the Class A Common Stock held by the Public Stockholders that is subject to redemption (with the associated cash required for such redemption held in the Trust Account) as of September 30, 2021. There is $32,662,874 of cash remaining, after payment of relevant expenses incurred to date, from the private placements of the Sponsor Warrants and the Director Warrants (the “Excess Warrant Proceeds”). The Excess Warrant Proceeds will be reduced as the Company incurs ongoing expenses. In the case of an Initial Business Combination, the Excess Warrant Proceeds may be applied toward general corporate purposes, including for maintenance or expansion of operations of the post-combination business, the payment of principal or interest due on indebtedness incurred in completing the Initial Business Combination, to fund the purchase of other companies or make other investments, or for working capital. In the event of no Initial Business Combination or any event that results in a liquidation, the Excess Warrant Proceeds will be allocated to the holders of the Class B common stockholders after payment of all amounts owed to the Class A Common Stockholders and creditors |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7—Fair Value Measurements The Company measures fair value of financial instruments in accordance with ASC 820, Fair Value Measurements and Disclosures 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 for transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The level within which the fair value measurements is categorized is determined on the basis of the lowest level input that is significant to the fair value measurement. The following fair value hierarchy is used to classify assets and liabilities based on the observable and unobservable inputs used to value the assets and liabilities: Level 1: Valuation determined based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Valuation determined based on observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Valuation determined based on unobservable inputs on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2021, assets held in the Trust Account include cash of $1,183 and $4,002,433,328 in U.S. Treasury Bills. At December 31, 2020, assets held in the Trust Account include cash of The following table presents the Company’s assets and liabilities measured at fair value as of September 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Description Level September 30, 2021 Assets: Cash and marketable securities held in Trust Account 1 $4,002,434,511 Committed Forward Purchase Agreement Asset 3 7,766,320 Liabilities: Outstanding Warrants Liability – Public Warrants 1 28,666,666 Outstanding Warrants Liability – Private Placement Warrants 3 184,374,546 Additional Forward Purchase Agreement Liability 3 2,150,000 As of September 30, 2021, the net fair value of the committed FPA and additional FPA is classified as a derivative asset as presented on the condensed balance sheets due to changes in its fair value during the three months ended September 30, 2021. Prior to September 30, 2021, the committed FPA and additional FPA were derivative liabilities. See below for further details of the significant unobservable inputs related to its valuation. Initial Measurement In accordance with ASC 815-40, Subsequent Measurement The Company, at each reporting period, re-evaluates As described in Note 5, the June 30, 2021 fair values of the Private Placement Warrants and the FPA reflected the anticipated amendments to the Sponsor Warrants and Directors Warrants agreements and to the FPA. The Private Placement Warrants and the Additional FPA were valued based on the Future Business Combination that RemainCo would have entered into (including the assumption of a The significant observable and unobservable inputs used in determining the fair values of the Private Placement Warrants and FPA are as follows, and are reflective of the rights and obligations associated with each respective asset and liability as of September 30, 2021. The observable inputs of the Private Placement Warrants and FPA include strike/exercise prices, underlying public stock and warrant prices, a risk-free interest rate and the remaining term of the instrument. The strike price of the Private Placement Warrants is the exercise price per common share of the post-combination business. The exercise price of the FPA is the purchase price of the Forward Purchasers to obtain one share of Class A Common Stock and one-third Inputs – Private Placement Warrants September 30, 2021 Strike Price $24.00 Risk-Free Interest Rate 1.57% Underlying Stock Price $19.41 Public Warrant Price $1.29 Term (Years) 10.40 Volatility 25.0% Illiquidity Discount 20.0% Probability of Warrant Renegotiation 24.5% The Private Placement Warrants have three significant unobservable inputs: (i) Volatility, (ii) Illiquidity Discount and (iii) Probability of Warrant Renegotiation. The volatility of 25.0% reflects the anticipated implied volatility of the potential target company from RemainCo’s Future Business Combination over the Private Placement Warrants’ 10-year lock-up, Inputs – Forward Purchase Agreements September 30, 2021 Exercise Price $20.00 Risk-Free Interest Rate 0.05% Underlying Stock Price $19.41 Public Warrant Price $1.29 Term (Years) 0.40 Discount for Lack of Marketability – Committed FPA 1.0% Discount for Lack of Marketability – Additional FPA 42.0% Discount for Probability of Exercise – Additional FPA 79.8% The FPA’s significant unobservable inputs include a Discount for Lack of Marketability (“DLOM”) and a Discount for Probability of Exercise. The DLOM for the Committed FPA relates to an embedded lock-up Lock-Up”), Lock-Up, Lock-Up, Lock-Up, The following tables present the changes in the fair values of the Outstanding Warrants and FPA: Outstanding Warrants Liability Public Warrants Private Placement Total Outstanding Fair Value at December 31, 2020 $ 213,333,331 $ 249,371,353 $ 462,704,684 Change in Fair Value (184,666,665 ) (64,996,807 ) (249,663,472 ) Fair Value at September 30, 2021 $ 28,666,666 $ 184,374,546 $ 213,041,212 FPA Liability / (Asset) Committed Forward Additional Forward Forward Purchase Fair Value at December 31, 2020 – Liability $ 429,783,320 $ 164,110,000 $ 593,893,320 Change in Fair Value (437,549,640 ) (161,960,000 ) (599,509,640 ) Fair Value at September 30, 2021 – Liability / (Asset) $ (7,766,320) $ 2,150,000 $ (5,616,320) Transfers between levels during the period are determined and deemed to have occurred at each reporting date. During the three and nine months ended September 30, 2021, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed 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. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period or for any future periods and should be read in conjunction with the Company’s restated Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on May 24, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s restated Annual Report on Form 10-K/A |
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”). 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 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 can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with those of another public company difficult or impossible if such other public company is (i) not an emerging growth company or (ii) is an emerging growth company that has opted out of using the extended transition period, due to the potential differences in accounting standards used. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalent accounts in financial institutions, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company is not exposed to significant risks on such accounts and has not experienced any losses. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed balance sheets, primarily due to their short-term nature. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less at the time of purchase to be cash equivalents. At September 30, 2021, cash and cash equivalents is comprised of cash in bank of $88,913 and a money market fund balance of $32,573,961 which is invested solely in U.S. Treasury obligations. At December 31, 2020, cash and cash equivalents is comprised of cash in bank of $867 and a money market fund balance of $25,347,420 which is invested solely in U.S. Treasury obligations. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account As of September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury obligations. From its inception to September 30, 2021, the Company has withdrawn $506,060 of income earned on the Trust Account to pay for its income tax obligations, of which $72,290 was withdrawn during the three months ended September 30, 2021. |
Outstanding Warrants Liabilities and FPA Liabilities/Assets | Outstanding Warrants Liabilities and FPA Liabilities/Assets The Company accounts for the Public Warrants, the Sponsor Warrants and Director Warrants (“Private Placement Warrants”, collectively with the Public Warrants, the “Outstanding Warrants”) and the Forward Purchase Agreement and Director Forward Purchase Agreement (collectively, the “FPA”) in accordance with the guidance contained in ASC 815-40, |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” The Company’s conditionally redeemable Class A Common Stock features certain redemption rights that are considered to be outside of its control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 200,000,000 shares of Class A Common Stock subject to possible redemption were presented at redemption value as temporary equity, respectively, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company adjusts the carrying value of redeemable common stock to equal the redemption value of the cash held in the Trust Account net of income taxes payable at the end of each reporting period. |
Net Income / (Loss) per Common Share | Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The Company applies the treasury stock method to the Public Warrants sold in the Initial Public Offering, the private placement of the Sponsor and Director Warrants and the Forward Purchase Agreement in the calculation of diluted income (loss) per share. The ability for the Outstanding Warrants to be exercised is contingent upon the occurrence of future events that have not been met as of the end of the reporting period. As a result, the Company has not considered the effect of the Outstanding Warrants on net income (loss) per common share for the periods presented. The Company’s condensed statements of operations include a presentation of income (loss) per share for common shares in a manner similar to the two-class Net income (loss) per share, basic and diluted, for Class B non-redeemable non-redeemable non-redeemable The following tables reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended September 30, 2021 September 30, 2020 (Basic) (Diluted) (Basic) (Diluted) Class A Common Stock Subject to Possible Redemption Numerator: Earnings allocable to Class A Common Stock subject to possible redemption Income earned in Trust Account $ 259,802 $ 259,802 $ 792,654 $ 792,654 Income taxes 6,211 6,211 (23,473 ) (23,473 ) Net earnings $ 266,013 $ 266,013 $ 769,181 $ 769,181 Denominator: Weighted-average Class A Common Stock subject to possible redemption Weighted-average shares outstanding, Class A Common Stock subject to possible redemption 200,000,000 202,021,454 200,000,000 216,517,377 Net income per share, Class A Common Stock subject to possible redemption $ 0.00 $ 0.00 $ 0.00 $ 0.00 Non-Redeemable Numerator: Net income/(loss) minus net earnings and change in fair value of FPA assets/liabilities Net income/(loss) $ 344,375,472 $ 344,375,472 $ (447,053,879 ) $ (447,053,879 ) Net earnings allocable to Class A Common Stock subject to possible redemption (266,013 ) (266,013 ) (769,181 ) (769,181 ) Change in fair value of FPA assets/liabilities – (313,523,920 ) – – Non-redeemable $ 344,109,459 $ 30,585,539 $ (447,823,060 ) $ (447,823,060 ) Denominator: Weighted-average Non-redeemable Weighted-average shares outstanding, Non-redeemable 100 100 100 100 Net income/(loss) per share, Non-redeemable $ 3,441,094.59 $ 305,855.39 $ (4,478,230.60 ) $ (4,478,230.60 ) Nine Months Ended Period From May 4, 2020 (Inception) through September 30, 2020 (Basic) (Diluted) (Basic) (Diluted) Class A Common Stock Subject to Possible Redemption Numerator: Earnings allocable to Class A Common Stock subject to possible redemption Income earned in Trust Account $ 1,250,118 $ 1,250,118 $ 792,654 $ 792,654 Income taxes (219,332 ) (219,332 ) (23,473 ) (23,473 ) Net earnings $ 1,030,786 $ 1,030,786 $ 769,181 $ 769,181 Denominator: Weighted-average Class A Common Stock subject to possible redemption Weighted-average shares outstanding, Class A Common Stock subject to possible redemption 200,000,000 225,265,596 200,000,000 216,517,377 Net income per share, Class A Common Stock subject to possible redemption $ 0.01 $ 0.00 $ 0.00 $ 0.00 Non-Redeemable Numerator: Net income/(loss) minus net earnings and change in fair value of FPA assets/liabilities Net income/(loss) $ 848,279,189 $ 848,279,189 $ (447,066,761 ) $ (447,066,761 ) Net earnings allocable to Class A Common Stock subject to possible redemption (1,030,786 ) (1,030,786 ) (769,181 ) (769,181 ) Change in fair value of FPA assets/liabilities – (599,509,640 ) – – Non-redeemable $ 847,248,403 $ 247,738,763 $ (447,835,942 ) $ (447,835,942 ) Denominator: Weighted-average Non-redeemable Weighted-average shares outstanding, Non-redeemable 100 100 100 100 Net income/(loss) per share, Non-redeemable $ 8,472,484.03 $ 2,477,387.63 $ (4,478,359.42 ) $ (4,478,359.42 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on the Company’s unaudited condensed financial statements. |
Risk and Uncertainties | Risk and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following tables reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended September 30, 2021 September 30, 2020 (Basic) (Diluted) (Basic) (Diluted) Class A Common Stock Subject to Possible Redemption Numerator: Earnings allocable to Class A Common Stock subject to possible redemption Income earned in Trust Account $ 259,802 $ 259,802 $ 792,654 $ 792,654 Income taxes 6,211 6,211 (23,473 ) (23,473 ) Net earnings $ 266,013 $ 266,013 $ 769,181 $ 769,181 Denominator: Weighted-average Class A Common Stock subject to possible redemption Weighted-average shares outstanding, Class A Common Stock subject to possible redemption 200,000,000 202,021,454 200,000,000 216,517,377 Net income per share, Class A Common Stock subject to possible redemption $ 0.00 $ 0.00 $ 0.00 $ 0.00 Non-Redeemable Numerator: Net income/(loss) minus net earnings and change in fair value of FPA assets/liabilities Net income/(loss) $ 344,375,472 $ 344,375,472 $ (447,053,879 ) $ (447,053,879 ) Net earnings allocable to Class A Common Stock subject to possible redemption (266,013 ) (266,013 ) (769,181 ) (769,181 ) Change in fair value of FPA assets/liabilities – (313,523,920 ) – – Non-redeemable $ 344,109,459 $ 30,585,539 $ (447,823,060 ) $ (447,823,060 ) Denominator: Weighted-average Non-redeemable Weighted-average shares outstanding, Non-redeemable 100 100 100 100 Net income/(loss) per share, Non-redeemable $ 3,441,094.59 $ 305,855.39 $ (4,478,230.60 ) $ (4,478,230.60 ) Nine Months Ended Period From May 4, 2020 (Inception) through September 30, 2020 (Basic) (Diluted) (Basic) (Diluted) Class A Common Stock Subject to Possible Redemption Numerator: Earnings allocable to Class A Common Stock subject to possible redemption Income earned in Trust Account $ 1,250,118 $ 1,250,118 $ 792,654 $ 792,654 Income taxes (219,332 ) (219,332 ) (23,473 ) (23,473 ) Net earnings $ 1,030,786 $ 1,030,786 $ 769,181 $ 769,181 Denominator: Weighted-average Class A Common Stock subject to possible redemption Weighted-average shares outstanding, Class A Common Stock subject to possible redemption 200,000,000 225,265,596 200,000,000 216,517,377 Net income per share, Class A Common Stock subject to possible redemption $ 0.01 $ 0.00 $ 0.00 $ 0.00 Non-Redeemable Numerator: Net income/(loss) minus net earnings and change in fair value of FPA assets/liabilities Net income/(loss) $ 848,279,189 $ 848,279,189 $ (447,066,761 ) $ (447,066,761 ) Net earnings allocable to Class A Common Stock subject to possible redemption (1,030,786 ) (1,030,786 ) (769,181 ) (769,181 ) Change in fair value of FPA assets/liabilities – (599,509,640 ) – – Non-redeemable $ 847,248,403 $ 247,738,763 $ (447,835,942 ) $ (447,835,942 ) Denominator: Weighted-average Non-redeemable Weighted-average shares outstanding, Non-redeemable 100 100 100 100 Net income/(loss) per share, Non-redeemable $ 8,472,484.03 $ 2,477,387.63 $ (4,478,359.42 ) $ (4,478,359.42 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents the Company’s assets and liabilities measured at fair value as of September 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Description Level September 30, 2021 Assets: Cash and marketable securities held in Trust Account 1 $4,002,434,511 Committed Forward Purchase Agreement Asset 3 7,766,320 Liabilities: Outstanding Warrants Liability – Public Warrants 1 28,666,666 Outstanding Warrants Liability – Private Placement Warrants 3 184,374,546 Additional Forward Purchase Agreement Liability 3 2,150,000 |
Summary of Fair Value Liabilities of Observable and Unobservable Inputs Of Private Placement Warrants and FPA Liabilities | The expected term is equivalent to each of the warrant and FPA’s remaining contractual term. Inputs – Private Placement Warrants September 30, 2021 Strike Price $24.00 Risk-Free Interest Rate 1.57% Underlying Stock Price $19.41 Public Warrant Price $1.29 Term (Years) 10.40 Volatility 25.0% Illiquidity Discount 20.0% Probability of Warrant Renegotiation 24.5% |
Schedule of Changes in the Fair Values of the Outstanding Warrants and Forward Purchase Agreement | The following tables present the changes in the fair values of the Outstanding Warrants and FPA: Outstanding Warrants Liability Public Warrants Private Placement Total Outstanding Fair Value at December 31, 2020 $ 213,333,331 $ 249,371,353 $ 462,704,684 Change in Fair Value (184,666,665 ) (64,996,807 ) (249,663,472 ) Fair Value at September 30, 2021 $ 28,666,666 $ 184,374,546 $ 213,041,212 FPA Liability / (Asset) Committed Forward Additional Forward Forward Purchase Fair Value at December 31, 2020 – Liability $ 429,783,320 $ 164,110,000 $ 593,893,320 Change in Fair Value (437,549,640 ) (161,960,000 ) (599,509,640 ) Fair Value at September 30, 2021 – Liability / (Asset) $ (7,766,320) $ 2,150,000 $ (5,616,320) |
Forward Purchase Agreement [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Summary of Fair Value Liabilities of Observable and Unobservable Inputs Of Private Placement Warrants and FPA Liabilities | Inputs – Forward Purchase Agreements September 30, 2021 Exercise Price $20.00 Risk-Free Interest Rate 0.05% Underlying Stock Price $19.41 Public Warrant Price $1.29 Term (Years) 0.40 Discount for Lack of Marketability – Committed FPA 1.0% Discount for Lack of Marketability – Additional FPA 42.0% Discount for Probability of Exercise – Additional FPA 79.8% |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - USD ($) | Jul. 24, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Description of Organization and Business Operations (Details) [Line Items] | |||||
Proceeds from Issuance Initial Public Offering | $ 4,000,000,000 | $ 4,000,000,000 | |||
Warrants and Rights Outstanding | $ 213,041,212 | $ 462,704,684 | |||
Proceeds from Issuance of Warrants | 67,837,500 | ||||
Transaction Cost Related To Issuance Of Common Stock | 94,623,187 | ||||
Payments for Underwriting Expense | 35,000,000 | $ 35,000,000 | |||
Deferred Underwriting Fees | 56,250,000 | ||||
Payments of Stock Issuance Costs | 3,373,187 | ||||
Cash and Cash Equivalents, at Carrying Value | 32,662,874 | $ 25,348,287 | |||
Minimum net tangible asset upon consummation of business combination | $ 5,000,001 | ||||
Business Combination Aggregate Fair Market Value On Assets Held In Trust Percentage | 80.00% | ||||
Expenses payable on dissolution | $ 100,000 | ||||
Percent of redemption of public shares | 100.00% | ||||
Minimum [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Equity metohd investment ownership percentage | 50.00% | ||||
Pershing Square TH Sponsor Limited Liability Company [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Assets under management | $ 16,600,000,000 | ||||
Held Outside the Trust Account [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Cash and Cash Equivalents, at Carrying Value | 32,662,874 | ||||
US Treasury Securities [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Assets held in trust | $ 4,002,662,000 | ||||
Sponsor Warrants [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Proceeds from Issuance of Warrants | 65,000,000 | ||||
Director Warrants [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Proceeds from Issuance of Warrants | $ 2,837,500 | ||||
Common Class A [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Units Issued During Period, Shares, New Issues (in Shares) | 200,000,000 | 0 | 100 | ||
Shares Issued, Price Per Share (in Dollars per share) | $ 20 | ||||
Warrants and Rights Outstanding | $ 44,444,444 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Maximum percentage of shares eligible for redemption an without restriction | 15.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Jul. 24, 2020 | Jun. 24, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Jun. 24, 2021 | Dec. 31, 2020 |
Cash | $ 88,913 | $ 88,913 | $ 88,913 | $ 867 | ||||
Money Market Funds, at Carrying Value | $ 32,573,961 | $ 32,573,961 | $ 32,573,961 | $ 25,347,420 | ||||
Temporary Equity, Shares Outstanding (in Shares) | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||
Cash insured with federal insurance | $ 250,000 | $ 250,000 | $ 250,000 | |||||
Payments for Taxes | $ 72,290 | $ 506,060 | ||||||
Common Class A [Member] | ||||||||
Temporary Equity, Shares Outstanding (in Shares) | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||
Number of units sold | 200,000,000 | 0 | 100 | |||||
IPO [Member] | ||||||||
Offering costs | $ 94,623,187 | |||||||
Upfront underwriting fees | 35,000,000 | |||||||
Deferred underwriting fees | $ 56,250,000 | |||||||
Other offering costs | 3,373,187 | |||||||
Offering costs allocable to the outstanding warrants liabilities | 912,625 | |||||||
Offering costs charged to equity | $ 93,710,562 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | |
Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | |
Numerator: Earnings allocable to Class A Common Stock subject to possible redemption | ||||||
Income earned in Trust Account | $ 259,802 | $ 792,654 | $ 792,654 | $ 1,250,118 | ||
Income taxes | (6,211) | 23,473 | 23,473 | 219,332 | ||
Numerator: Net income/(loss) minus net earnings and change in fair value of FPA assets/liabilities | ||||||
Net income/(loss) | $ (12,882) | 344,375,472 | (447,053,879) | (447,066,761) | $ 503,903,717 | 848,279,189 |
Change in fair value of FPA assets/liabilities | (313,523,920) | 231,470,840 | $ 231,470,840 | $ (599,509,640) | ||
Common Class A [Member] | ||||||
Numerator: Net income/(loss) minus net earnings and change in fair value of FPA assets/liabilities | ||||||
Net income/(loss) | 0 | 0 | 0 | 0 | ||
Common Class B [Member] | ||||||
Numerator: Net income/(loss) minus net earnings and change in fair value of FPA assets/liabilities | ||||||
Net income/(loss) | $ 0 | $ 0 | $ 0 | $ 0 | ||
Common Stock Subject to Mandatory Redemptio | Common Class A [Member] | ||||||
Denominator: Weighted-average Class A Common Stock subject to possible redemption | ||||||
Basic and diluted net income per share, Class A Common Stock subject to possible redemption | $ 0 | $ 0 | $ 0 | $ 0.01 | ||
Common Stock Subject to Mandatory Redemptio | Common Class A [Member] | Basic [Member] | ||||||
Numerator: Earnings allocable to Class A Common Stock subject to possible redemption | ||||||
Income earned in Trust Account | $ 259,802 | $ 792,654 | $ 792,654 | $ 1,250,118 | ||
Income taxes | 6,211 | (23,473) | (23,473) | (219,332) | ||
Net earnings | $ 266,013 | $ 769,181 | $ 769,181 | $ 1,030,786 | ||
Denominator: Weighted-average Class A Common Stock subject to possible redemption | ||||||
Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible Redemption | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||
Basic and diluted net income per share, Class A Common Stock subject to possible redemption | $ 0 | $ 0 | $ 0 | $ 0.01 | ||
Common Stock Subject to Mandatory Redemptio | Common Class A [Member] | Diluted [Member] | ||||||
Numerator: Earnings allocable to Class A Common Stock subject to possible redemption | ||||||
Income earned in Trust Account | $ 259,802 | $ 792,654 | $ 792,654 | $ 1,250,118 | ||
Income taxes | 6,211 | (23,473) | (23,473) | (219,332) | ||
Net earnings | $ 266,013 | $ 769,181 | $ 769,181 | $ 1,030,786 | ||
Denominator: Weighted-average Class A Common Stock subject to possible redemption | ||||||
Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible Redemption | 202,021,454 | 216,517,377 | 216,517,377 | 225,265,596 | ||
Basic and diluted net income per share, Class A Common Stock subject to possible redemption | $ 0 | $ 0 | $ 0 | $ 0 | ||
Common Stock Not Subject to Mandatory Redemption [Member] | Common Class B [Member] | ||||||
Denominator: Weighted-average Class A Common Stock subject to possible redemption | ||||||
Basic and diluted net income per share, Class A Common Stock subject to possible redemption | $ 3,441,094.59 | $ (4,478,230.60) | $ (4,478,359.42) | $ 8,472,484.03 | ||
Common Stock Not Subject to Mandatory Redemption [Member] | Common Class B [Member] | Basic [Member] | ||||||
Denominator: Weighted-average Non-redeemable Class A and Class B Common Stock | ||||||
Basic and diluted weighted average shares outstanding, Non-redeemable Class A and Class B Common Stock | 100 | 100 | 100 | 100 | ||
Basic and diluted net income/(loss) per share, Non-redeemable Class A and Class B Common Stock | $ 3,441,094.59 | $ (4,478,230.60) | $ (4,478,359.42) | $ 8,472,484.03 | ||
Numerator: Net income/(loss) minus net earnings and change in fair value of FPA assets/liabilities | ||||||
Net income/(loss) | $ 344,375,472 | $ (447,053,879) | $ (447,066,761) | $ 848,279,189 | ||
Net earnings | (266,013) | (769,181) | (769,181) | (1,030,786) | ||
Non-redeemable net income | $ (447,835,942) | $ 847,248,403 | ||||
Non-redeemable net income/(loss) Basic | $ 344,109,459 | $ (447,823,060) | ||||
Common Stock Not Subject to Mandatory Redemption [Member] | Common Class B [Member] | Diluted [Member] | ||||||
Denominator: Weighted-average Non-redeemable Class A and Class B Common Stock | ||||||
Basic and diluted weighted average shares outstanding, Non-redeemable Class A and Class B Common Stock | 100 | 100 | 100 | 100 | ||
Basic and diluted net income/(loss) per share, Non-redeemable Class A and Class B Common Stock | $ 305,855.39 | $ (4,478,230.60) | $ (4,478,359.42) | $ 2,477,387.63 | ||
Numerator: Net income/(loss) minus net earnings and change in fair value of FPA assets/liabilities | ||||||
Net income/(loss) | $ 344,375,472 | $ (447,053,879) | $ (447,066,761) | $ 848,279,189 | ||
Net earnings | (266,013) | (769,181) | (769,181) | (1,030,786) | ||
Change in fair value of FPA assets/liabilities | (313,523,920) | (599,509,640) | ||||
Non-redeemable net income | $ (447,835,942) | $ 247,738,763 | ||||
Non-redeemable net income/(loss) Diluted | $ 30,585,539 | $ (447,823,060) |
Initial Public Offering (Detail
Initial Public Offering (Details) | Jul. 24, 2020$ / sharesshares |
Distributable Tontine Redeemable Warrants [Member] | |
Initial Public Offering (Details) [Line Items] | |
Class of Warrant or Right, Outstanding | 44,444,444 |
Initial Public Offering [Member] | |
Initial Public Offering (Details) [Line Items] | |
Number of units sold | 200,000,000 |
Unit price | $ / shares | $ 20 |
Number of warrants per unit | one-ninth |
Number of shares per unit | 1 |
Exercise price of warrants | $ / shares | $ 23 |
Related Party Transactions - Sp
Related Party Transactions - Sponsor Shares (Details) - USD ($) | Jul. 24, 2020 | May 07, 2020 | Jun. 30, 2020 | Sep. 30, 2021 |
Related Party Transactions (Details) - Sponsor Shares [Line Items] | ||||
Issuance of Class B Common Stock to Sponsor | $ 25,000 | $ 25,000 | ||
Common Class B [Member] | ||||
Related Party Transactions (Details) - Sponsor Shares [Line Items] | ||||
Issuance of common stock (shares) | 100 | 100 | ||
Issuance of Class B Common Stock to Sponsor | $ 0 | |||
Class B Common Stock, share price | $ 250 | |||
Common Stock, Voting Rights | 20.0 | |||
Common Class A [Member] | ||||
Related Party Transactions (Details) - Sponsor Shares [Line Items] | ||||
Issuance of common stock (shares) | 200,000,000 | 0 | 100 | |
Issuance of Class B Common Stock to Sponsor | $ 0 | |||
Common Stock, Voting Rights | 80.0 | |||
Sponsor Shares [Member] | ||||
Related Party Transactions (Details) - Sponsor Shares [Line Items] | ||||
Number of days for a particular event to get over for determning trading period | 180 days |
Related Party Transactions - _2
Related Party Transactions - Sponsor and Director Warrants (Details) - USD ($) | May 07, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 |
Related Party Transactions (Details) - Sponsor and Director Warrants [Line Items] | ||||
Proceeds from Issuance of Warrants | $ 67,837,500 | |||
Stock Issued During Period, Value, New Issues | $ 25,000 | $ 25,000 | ||
Aggregate percentage of exercisable common shares outstanding of the post-combination business on a fully diluted basis | 6.21% | |||
Term of warrants | 5 years | |||
Payments for Underwriting Expense | $ 30,000,000 | |||
Director Warrants [Member] | ||||
Related Party Transactions (Details) - Sponsor and Director Warrants [Line Items] | ||||
Proceeds from Issuance of Warrants | $ 2,837,500 | |||
Warrant Exercise Price (in Dollars per share) | $ 24 | |||
Threshold period for not to transfer, assign or sell any of their warrants after the completion of the initial business combination | 3 years | |||
Aggregate percentage of exercisable common shares outstanding of the post-combination business on a fully diluted basis | 0.26% | |||
Term of warrants | 10 years | |||
Sponsor Warrants [Member] | ||||
Related Party Transactions (Details) - Sponsor and Director Warrants [Line Items] | ||||
Proceeds from Issuance of Warrants | $ 65,000,000 | |||
Threshold period for not to transfer, assign or sell any of their warrants after the completion of the initial business combination | 3 years | |||
Warrant Exercise Price (in Dollars per share) | $ 24 | |||
Stock Issued During Period, Value, New Issues | $ 4,000,000,000 | |||
Aggregate percentage of exercisable common shares outstanding of the post-combination business on a fully diluted basis | 5.95% | |||
Term of warrants | 10 years | |||
Payments for Underwriting Expense | $ 35,000,000 |
Related Party Transactions - Fo
Related Party Transactions - Forward Purchase Agreement (Details) - USD ($) | Jun. 21, 2020 | Jul. 21, 2020 |
Forward Purchase Agreement [Member] | ||
Related Party Transactions (Details) - Forward Purchase Agreement [Line Items] | ||
Forward Purchase, Price Per Unit (in Dollars per share) | $ 20 | |
Number of Warrants that each Forward Purchase Warrants include (in shares) | one-third | |
Number of Class A Common Stock that each Forward Purchase Warrants include (in shares) | 1 | |
Committted Forward Purchase, Value | $ 1,000,000,000 | |
Committted Forward Purchase Units (in Shares) | 50,000,000 | |
Additional Forward Purchase, Value | $ 2,000,000,000 | |
Additional Forward Purchase Units (in Shares) | 100,000,000 | |
Director Forward Purchase Agreement [Member] | ||
Related Party Transactions (Details) - Forward Purchase Agreement [Line Items] | ||
Forward Purchase Director Value | $ 6,000,000 |
Related Party Transactions - Re
Related Party Transactions - Related Party Loans (Details) - USD ($) | Jul. 24, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transactions (Details) - Related Party Loans [Line Items] | |||
Amount agreed to be loaned | $ 1,500,000 | ||
Repayments of Related Party Debt | 1,121,320 | ||
Interest expense from related party promissory note | 200 | ||
Notes Payable, Related Parties, Current | $ 0 | $ 0 | $ 0 |
Related Party Transactions - As
Related Party Transactions - Assignment Agreement (Detail) - USD ($) | Jul. 18, 2021 | Jul. 24, 2020 | Sep. 30, 2021 |
Related Party Transactions Assignment Agreement [Line Items] | |||
Amount agreed to be loaned | $ 1,500,000 | ||
Vivendi [Member] | |||
Related Party Transactions Assignment Agreement [Line Items] | |||
Amount agreed to be loaned | $ 25,065,931 | ||
Due to Related Parties, Current | $ 91,352 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Aug. 10, 2021USD ($)shares | Jul. 19, 2021USD ($) | Jun. 20, 2021USD ($) | Sep. 30, 2021USD ($)$ / shares | Jul. 08, 2021shares | Jun. 20, 2021€ / shares | Jun. 20, 2021$ / shares |
Deferred Underwriting Fee Per Unit | $ 0.28 | ||||||
Deferred Underwriting Fees Payable | 56,250,000 | ||||||
Payments for Underwriting Expense | $ 30,000,000 | ||||||
Deferred Underwriting Fee gross offering proceeds percent | 2.00% | ||||||
Proceeds from initial business combinations | $ 2,000,000,000 | ||||||
Aggregate deferred underwriting fees payable percentage | 25.00% | ||||||
Deferred underwriting fees payable description | If such amount of cash available is $2,000,000,000 or greater, 50% of the aggregate deferred underwriting fees will be payable, and the remaining 50% of the aggregate deferred underwriting fees will be subject to a pro-rata reduction based on the amount of Net Redemptions as a percentage of the total public proceeds of the Initial Public Offering. | ||||||
Other Deferred Underwriting Fee Payable | $ 12,500,000 | ||||||
Net Asset Value Per Share | $ / shares | $ 22 | $ 22 | |||||
Distributable Tontine Redeemable Warrants [Member] | |||||||
Stockholders' Equity, Reverse Stock Split | 1:4 | 1:4 | |||||
Sponsor Warrants [Member] | |||||||
Payments for Underwriting Expense | $ 35,000,000 | ||||||
Remainco [Member] | Sponsor Warrants [Member] | |||||||
Percentage of exercise price over net asset value per share | 120.00% | 120.00% | |||||
Pershing Square Funds [Member] | Committed Forward Purchase Units [Member] | |||||||
Consideration received | 1,000,000,000 | ||||||
Pershing Square Funds [Member] | Additional Forward purchase Units [Member] | |||||||
Consideration received | 600,000,000 | ||||||
Pershing Square Funds [Member] | Forward Purchase Agreement [Member] | |||||||
Consideration received | $ 1,600,000,000 | ||||||
Pershing Square Holdings, Ltd. [Member] | Assignment Agreement [Member] | Universal Music Group B.V [Member] | |||||||
Minimum Percentage Of Share Capital Purchase Of Subsidiary Company | 5.00% | ||||||
Stock shares acquired pursuant to an agreement | shares | 128,555,017 | ||||||
Percentage of share capital of subsidiary company actually acquired | 7.10% | ||||||
Payment to acquire investments | $ 2,800,000,000 | ||||||
Universal Music Group B V [Member] | Pershing Square Holdings, Ltd. [Member] | Assignment Agreement [Member] | |||||||
Minimum Percentage Of Share Capital Purchase Of Subsidiary Company | 5.00% | ||||||
Vivendi [Member] | |||||||
Business acquisation share price | € / shares | € 10 | ||||||
Proposed Initial Business Combination [Member] | Universal Music Group B V [Member] | Share Purchase Agreement with Vivendi S E [Member] | |||||||
Percenatge of acquisation acquired | 10.00% | 10.00% | |||||
Consideration | $ 4,000,000,000 | ||||||
Cancellation of Proposed Initial Business Combination [Member] | Universal Music Group B V [Member] | Share Purchase Agreement with Vivendi S E [Member] | |||||||
Reimbursement of transaction expenses | $ 25,065,931 | ||||||
Common Class A [Member] | Warrant Exchange Offer [Member] | |||||||
Number of securities called by each warrant or right to be exchanged | shares | 0.2650 | ||||||
Director Warrants [Member] | Remainco [Member] | |||||||
Percentage of fair market value of the director warrants to be exchanged with shares | 72.00% | 72.00% | |||||
Percentage of fair market value of the director warrants to be unexchanged with shares | 28.00% | 28.00% | |||||
Maximum [Member] | |||||||
Payments for Underwriting Expense | $ 56,250,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity (Details) [Line Items] | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Warrant Expiration Term | 5 years | |
Preferred Stock, Shares Issued | 0 | 0 |
Percentage Of Proceeds From Share Issuances | 60.00% | |
Commitments | $ 32,662,874 | |
Percent Of Redemption Of Public Shares | 100.00% | |
Business Combination [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Business Acquisition, Share Price | $ 100 | |
Redeemable Warrants [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 23 | |
Public Warrants [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Minimum Period Required For Filing SEC Registration Statement From The Date Of Business Combination | 15 days | |
Minimum Lock In Period Required For Warrant Exercise From The Date Of Business Combination | 60 days | |
Private Placement Warrants [Member] | Share Trigger Price One [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Minimum Notice Period For Warrants Redemption | 30 days | |
Private Placement Warrants [Member] | Share Trigger Price Two [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Minimum Notice Period For Warrants Redemption | 30 days | |
Private Placement Warrants [Member] | Minimum [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Class of warrants exercise price adjustment percentage | 115.00% | |
Private Placement Warrants [Member] | Minimum [Member] | Share Trigger Price One [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Warrants Redeemable,Threshold Consecutive Trading Days | 20 days | |
Warrants, Redemption Price Per Share | $ 36 | |
Private Placement Warrants [Member] | Minimum [Member] | Share Trigger Price Two [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Warrants Redeemable,Threshold Consecutive Trading Days | 20 days | |
Warrants, Redemption Price Per Share | $ 20 | |
Private Placement Warrants [Member] | Maximum [Member] | Share Trigger Price One [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 23 | |
Warrants Redeemable,Threshold Trading Days | 30 days | |
Private Placement Warrants [Member] | Maximum [Member] | Share Trigger Price Two [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Warrants Redeemable,Threshold Trading Days | 30 days | |
Class of warrants exercise price adjustment percentage | 180.00% | |
Common Class A [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common Stock, Shares Authorized | 3,000,000,000 | 3,000,000,000 |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Voting Rights | 80.0 | |
Common Stock, Shares, Outstanding | 200,000,000 | 200,000,000 |
Common stock, shares issued | 200,000,000 | 200,000,000 |
Value of Class A Common Stock subject to possible redemption | $ 4,002,432,084 | $ 4,001,401,299 |
Common Class A [Member] | Public Warrants [Member] | Share Trigger Price One [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Minimum Share Price Required For Redemtion Of Warrants | $ 0.01 | |
Common Class A [Member] | Private Placement Warrants [Member] | Share Trigger Price Two [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Minimum Share Price Required For Redemtion Of Warrants | $ 0.10 | |
Common Class B [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Voting Rights | 20.0 | |
Common Stock, Shares, Outstanding | 100 | 100 |
Common stock, shares issued | 100 | 100 |
Common Class B [Member] | Business Combination [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Business Acquisition, Share Price | $ 18.40 | |
Common Class B [Member] | Share Trigger Price One [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Warrants exercisable ordinary share per warrant | $ 0.3611 | |
Common Class B [Member] | Maximum [Member] | Share Trigger Price One [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Warrants Redeemable,Threshold Consecutive Trading Days | 10 days |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurement (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Cash and marketable securities held in Trust Account | $ 4,002,434,511 | $ 4,001,690,454 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Assets: | ||
Cash and marketable securities held in Trust Account | 4,002,434,511 | |
Liabilities: | ||
Outstanding Warrants Liability – Public Warrants | 28,666,666 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||
Assets: | ||
Committed Forward Purchase Agreement Asset | 7,766,320 | |
Liabilities: | ||
Outstanding Warrants Liability – Private Placement Warrants | 184,374,546 | |
Additional Forward Purchase Agreements liability | $ 2,150,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Liabilities of Observable and Unobservable Inputs Of Private Placement Warrants and FPA Liabilities (Detail) | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Private Placement Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Strike Price | $ 24 |
Risk-Free Interest Rate | 1.57% |
Underlying Stock Price | $ 19.41 |
Public Warrant Price | $ 1.29 |
Term | 10 years 4 months 24 days |
Volatility | 25.00% |
Illiquidity Discount | $ 20 |
Probability of Warrant Renegotiation | 24.5 |
Forward Purchase Agreements | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Exercise Price | $ 20 |
Risk-Free Interest Rate | 0.05% |
Underlying Stock Price | $ 19.41 |
Public Warrant Price | $ 1.29 |
Term | 4 months 24 days |
Discount for Lack of Marketability | 1.00% |
Discount for Lack of Marketability – Additional FPA | 42.00% |
Discount for Probability of Exercise | 79.80% |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in the Fair Values of the Outstanding Warrants and Forward Purchase Agreement (Detail) - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Schedule Of Changes In Fair Value Of The Warrants And Forward Purchase Agreement [Line Items] | ||||
Fair Value at December 31, 2020 | $ 462,704,684 | |||
Change in Fair Value | $ (13,631,285) | $ 214,771,598 | $ 214,771,598 | (249,663,472) |
Fair Value at September 30, 2021 | 213,041,212 | 213,041,212 | ||
Fair Value at December 31, 2020 | 593,893,320 | |||
Change in Fair Value | (599,509,640) | |||
Fair Value at September 30, 2021 | (5,616,320) | (5,616,320) | ||
Forward Purchase Agreement Liability [Member] | ||||
Schedule Of Changes In Fair Value Of The Warrants And Forward Purchase Agreement [Line Items] | ||||
Fair Value at December 31, 2020 | 429,783,320 | |||
Change in Fair Value | (437,549,640) | |||
Fair Value at September 30, 2021 | (7,766,320) | (7,766,320) | ||
Additional Forward Purchase Agreement [Member] | ||||
Schedule Of Changes In Fair Value Of The Warrants And Forward Purchase Agreement [Line Items] | ||||
Fair Value at December 31, 2020 | 164,110,000 | |||
Change in Fair Value | (161,960,000) | |||
Fair Value at September 30, 2021 | 2,150,000 | 2,150,000 | ||
Public Warrants [Member] | ||||
Schedule Of Changes In Fair Value Of The Warrants And Forward Purchase Agreement [Line Items] | ||||
Fair Value at December 31, 2020 | 213,333,331 | |||
Change in Fair Value | (184,666,665) | |||
Fair Value at September 30, 2021 | 28,666,666 | 28,666,666 | ||
Private Placement Warrants [Member] | ||||
Schedule Of Changes In Fair Value Of The Warrants And Forward Purchase Agreement [Line Items] | ||||
Fair Value at December 31, 2020 | 249,371,353 | |||
Change in Fair Value | (64,996,807) | |||
Fair Value at September 30, 2021 | $ 184,374,546 | $ 184,374,546 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Jun. 20, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Assets held in trust non current | $ 4,002,434,511 | $ 4,002,434,511 | $ 4,001,690,454 | |
Fair value measurement transfers from level 3 to level 1 | $ 0 | $ 0 | ||
Net Asset Value Per Share | $ 22 | $ 22 | $ 22 | |
Forward Purchase Agreement [Member] | ||||
Threshold limit of committed forward purchase agreement shares not to be sold post initial business combination | 180 days | |||
FPA Lock up | 1.00% | |||
Additional forward purchase agreement lock up arise shares exercisable limit amount | $ 2,000,000,000 | |||
Additional forward purchase agreement lock up period arise discount lack of marketability percent | 42.00% | |||
Additional discount rate post possible exercise of shares value amount | 79.80% | |||
Private Placement Warrants [Member] | ||||
Volitility rate reflects anticipated implied volatility of the potential target | 25.00% | |||
Threshold limit of period of usage of volatility rate from initial business combination over warrants term period | 10 years | |||
Illiquidity discount related to embedded lock up | 20.00% | |||
Threshold limit of period warrants not to be sold post initial business combination | 3 years | |||
Discount rate | 24.50% | |||
Distributable Tontine Redeemable Warrants [Member] | ||||
Stockholders' Equity, Reverse Stock Split | 1:4 | 1:4 | ||
Cash [Member] | ||||
Assets held in trust non current | $ 1,183 | $ 1,183 | 927 | |
Money Market Funds [Member] | ||||
Assets held in trust non current | 20,963 | |||
US Treasury Securities [Member] | ||||
Assets held in trust non current | $ 4,002,433,328 | $ 4,002,433,328 | $ 4,001,668,564 |