Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 01, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-39410 | ||
Entity Registrant Name | CC Neuberger Principal Holdings II | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 98-1545419 | ||
Entity Address, Address Line One | 200 Park Avenue, 58th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address State Or Province | NY | ||
Entity Address, Postal Zip Code | 10166 | ||
City Area Code | 212 | ||
Local Phone Number | 355-5515 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | true | ||
Entity Public Float | $ 818,892,000 | ||
Entity Central Index Key | 0001812667 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Firm ID | 100 | ||
Auditor Location | New York | ||
Class A | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Trading Symbol | PRPB | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 82,800,000 | ||
Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 25,700,000 | ||
Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant | ||
Trading Symbol | PRPB.U | ||
Security Exchange Name | NYSE | ||
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Trading Symbol | PRPB WS | ||
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 290,297 | $ 737,786 |
Prepaid expenses | 243,042 | 656,869 |
Total current assets | 533,339 | 1,394,655 |
Investments and cash held in Trust Account | 828,616,552 | 828,291,565 |
Total Assets | 829,149,891 | 829,686,220 |
Current liabilities: | ||
Accounts payable | 19,442 | 424,913 |
Accrued expenses | 34,240 | 92,860 |
Accrued expenses - related party | 345,650 | 100,000 |
Total current liabilities | 399,332 | 617,773 |
Non-current accounts payable and accrued expenses | 3,866,806 | |
Deferred underwriting commissions in connection with the initial public offering | 28,980,000 | 28,980,000 |
Derivative liabilities | 85,875,800 | 87,356,600 |
Total liabilities | 119,121,938 | 116,954,373 |
Commitments and Contingencies | ||
Class A ordinary shares, $0.0001 par value; 82,800,000 shares subject to possible redemption at $10.00 per share at December 31, 2021 and 2020, respectively | 828,000,000 | 828,000,000 |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | ||
Accumulated deficit | (117,974,617) | (115,270,723) |
Total shareholders' deficit | (117,972,047) | (115,268,153) |
Total Liabilities and Shareholders' Deficit | 829,149,891 | 829,686,220 |
Class A | ||
Current liabilities: | ||
Class A ordinary shares, $0.0001 par value; 82,800,000 shares subject to possible redemption at $10.00 per share at December 31, 2021 and 2020, respectively | 828,000,000 | |
Class B | ||
Shareholders' Deficit | ||
Ordinary Shares | $ 2,570 | $ 2,570 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 82,800,000 | 82,800,000 |
Temporary equity, redemption price per share | $ 10 | $ 10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Class B | ||
Temporary equity, shares outstanding | 2,700,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 25,700,000 | 25,700,000 |
Common stock, shares outstanding | 25,700,000 | 25,700,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
General and administrative expenses | $ 442,331 | $ 4,509,681 |
Loss from operations | (442,331) | (4,509,681) |
Other income (expense): | ||
Change in fair value of derivative liabilities | (40,117,600) | 1,480,800 |
Financing costs | (1,550,280) | |
Unrealized gain on investments held in Trust Account | 291,565 | 324,987 |
Total other income (expense) | (41,376,315) | 1,805,787 |
Net loss | $ (41,818,646) | $ (2,703,894) |
Class A | ||
Other income (expense): | ||
Basic weighted average shares outstanding of ordinary shares | 53,076,923 | 82,800,000 |
Diluted weighted average shares outstanding of ordinary shares | 53,076,923 | 82,800,000 |
Basic net loss per ordinary share | $ (0.54) | $ (0.02) |
Diluted net loss per ordinary share | $ (0.54) | $ (0.02) |
Class B | ||
Other income (expense): | ||
Basic weighted average shares outstanding of ordinary shares | 24,042,735 | 25,700,000 |
Diluted weighted average shares outstanding of ordinary shares | 24,042,735 | 25,700,000 |
Basic net loss per ordinary share | $ (0.54) | $ (0.02) |
Diluted net loss per ordinary share | $ (0.54) | $ (0.02) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class ACommon Stock | Class A | Class BSponsorCommon Stock | Class BCommon Stock | SponsorAdditional Paid-in Capital | Sponsor | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance at May. 11, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Beginning balance (in shares) at May. 11, 2020 | 0 | 0 | |||||||
Issuance of Class B ordinary shares to Sponsor | $ 2,570 | $ 22,430 | $ 25,000 | ||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 25,700,000 | ||||||||
Accretion on Class A ordinary shares subject to possible redemption | $ (22,430) | (73,452,077) | (73,474,507) | ||||||
Net loss | (41,818,646) | (41,818,646) | |||||||
Ending balance at Dec. 31, 2020 | $ 2,570 | (115,270,723) | (115,268,153) | ||||||
Ending balance (in shares) at Dec. 31, 2020 | 25,700,000 | ||||||||
Accretion on Class A ordinary shares subject to possible redemption | $ 73,474,507 | ||||||||
Net loss | (2,703,894) | (2,703,894) | |||||||
Ending balance at Dec. 31, 2021 | $ 2,570 | $ (117,974,617) | $ (117,972,047) | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 25,700,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (41,818,646) | $ (2,703,894) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 5,000 | |
Change in fair value of derivative liabilities | 40,117,600 | (1,480,800) |
Financing costs | 1,550,280 | |
Unrealized gain on investments held in Trust Account | (291,565) | (324,987) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (636,869) | 413,827 |
Accounts payable | 60,325 | (405,471) |
Accrued expenses | 7,860 | (58,620) |
Accrued expenses - related party | 100,000 | 245,650 |
Non-current accounts payable and accrued expenses | 3,866,806 | |
Net cash used in operating activities | (906,015) | (447,489) |
Cash Flows from Investing Activities | ||
Principal deposited in Trust Account | (828,000,000) | |
Net cash used in investing activities | (828,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds received from note payable to related parties | 50,000 | |
Repayment of note payable to related parties | (266,737) | |
Proceeds received from initial public offering, gross | 828,000,000 | |
Proceeds from private placement | 18,560,000 | |
Payment of offering costs | (16,699,462) | |
Net cash provided by financing activities | 829,643,801 | |
Net change in cash | 737,786 | (447,489) |
Cash - beginning of the period | 0 | 737,786 |
Cash - ending of the period | 737,786 | 290,297 |
Supplemental disclosure of noncash investing and financing activities: | ||
Prepaid expenses paid in exchange for issuance of Class B ordinary shares to Sponsor | 20,000 | |
Offering costs included in accounts payable | 364,588 | |
Offering costs included in accrued expenses | 85,000 | |
Offering costs paid by Sponsor through note payable | 216,737 | |
Deferred underwriting commissions in connection with the initial public offering | $ 28,980,000 | $ 29,000,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Description of Organization, Business Operations and Basis of Presentation | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation CC Neuberger Principal Holdings II (the “Company”) is a newly incorporated blank check company incorporated in the Cayman Islands on May 12, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet selected (“Business Combination”). The Company may pursue a Business Combination in any industry or sector. At December 31, 2021, the Company had not yet commenced operations. All activity for the period from May 12, 2020 (inception) through December 31, 2021 relates to the Company’s formation and its initial public offering (“Initial Public Offering”), and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company has selected December 31 as its fiscal year end. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and investments from the proceeds derived from the Initial Public Offering. The Company’s sponsor is CC Neuberger Principal Holdings II Sponsor LLC, a Delaware limited liability company (“Sponsor”). The registration statement for the Initial Public Offering became effective on July 30, 2020. On August 4, 2020, the Company consummated the Initial Public Offering of 82,800,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), including the issuance of 10,800,000 Units as a result of the underwriters’ exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $828.0 million, and incurring offering costs of approximately $46.3 million, inclusive of approximately $29.0 million in deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 18,560,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s Sponsor, generating gross proceeds to the Company of approximately $18.6 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $828.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants were placed in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. The Company will provide its holders of its Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity" ("ASC 480"). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by applicable law or stock exchange listing requirement, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to the Initial Public Offering (the “Initial Shareholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, and directors will have agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or August 4, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Company’s Amended and Restated Memorandum and Articles of Association provides that, if the Company winds up for any other reason prior to the consummation of the initial Business Combination, the Company will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than 10 business days thereafter, subject to applicable Cayman Islands law. In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable). The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per Public Share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On December 9, 2021 (the “ Effective Date New CCNB Domestication Merger Sub G Merger Sub 1 G Merger Sub 2 CCNB Party CCNB Parties Griffey Global Partnership Business Combination Agreement The Business Combination Agreement and the transactions contemplated thereby (the “ Business Combination The Business Combination Agreement provides for the Business Combination, which includes, among other things, the consummation of the following transactions: (a) on the business day prior to the closing date, New CCNB will convert from a Delaware limited liability company to a Delaware corporation (the “ Statutory Conversion New CCNB Pre-Closing Certificate of Incorporation Closing Domestication Merger CCNB Class A Ordinary Share New CCNB Pre-Closing Class A Share New CCNB Class A Common Shares New CCNB Class B Common Shares including the conversion of the New CCNB Pre-Closing Class B Common Shares into New CCNB Class A Common Shares and New CCNB Class B Common Shares; (e) on the closing date, at the Closing and prior to the Getty Mergers (as defined below), New CCNB will consummate the PIPE Financing (as defined below) and the transactions contemplated by the Forward Purchase Agreement (as defined below) and the Backstop Agreement (as defined below), if applicable, and (f) on the closing date at the Closing, (i) G Merger Sub 1 will merge with and into Griffey Global (the “ First Getty Merger Second Getty Merger Getty Mergers Final Surviving Company Consideration Under the terms of the Business Combination Agreement, the aggregate consideration to be paid in the Business Combination is derived from an aggregate transaction equity value of $2,912,000,000, apportioned between cash and New CCNB Class A Common Shares, as more specifically set forth therein (and which account for the value of Griffey Globals’s vested options). In addition to the consideration to be paid at Closing, New CCNB will issue to equityholders of Griffey Global an aggregate of up to 65,000,000 New CCNB Class A Common Shares, issuable upon and subject to the occurrence of the applicable vesting events, as more specifically set forth therein. Each option to purchase shares of Griffey Global (whether vested or unvested) will be converted into a comparable option to purchase New CCNB Class A Common Shares, pursuant to a market-based equity incentive plan prepared by CCNB and the Griffey Global prior to the closing date. In connection with the signing of the Business Combination Agreement, the Company and New CCNB entered into subscription agreements (the “ Subscription Agreements PIPE Investors Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and the Company and New CCNB agreed to issue and sell to such investors, on the closing date, an aggregate of 15,000,000 New CCNB Class A Common Shares for a purchase price of $10.00 per share, for aggregate gross proceeds of $150,000,000 (the “ PIPE Financing The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that New CCNB will grant the PIPE Investors in the PIPE Financing certain customary registration rights. Forward Purchase Agreement and Backstop Agreement In connection with the signing of the Business Combination Agreement, New CCNB, the Company, and NBOKS entered into a side letter to (a) that certain Forward Purchase Agreement (the “ Forward Purchase Agreement Backstop Agreement NBOKS Side Letter Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Risk and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. Additionally, the Company’s ability to complete an Initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an Initial Business Combination in a timely manner. The Company’s ability to consummate an Initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. Going Concern As of December 31, 2021, the Company had approximately $290,000 in its operating bank account and working capital of approximately $134,000. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the payment of $25,000 from the Sponsor to cover for certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares, and a loan of approximately $267,000 pursuant to the Note issued to the Sponsor (Note 5). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on September 10, 2020. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan (see Note 2). On January 7, 2022, the Company issued an unsecured promissory note in the principal amount of $800,000 to the Sponsor as a Working Capital Loan (see Note 11). In connection with the Company's assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that if the Company is unable to complete a Business Combination by August 4, 2022, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company's working capital deficit raise substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 4, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by August 4, 2022. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the consolidated balance sheets. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Non-current Accounts Payable and Accrued Expenses Non-current accounts payable and accrued expenses includes fees incurred with certain vendors where settlement or liquidation of amounts due is not reasonably expected to require the use of current assets or require the creation of current liabilities. Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued an aggregate of 20,700,000 redeemable warrants associated with Units issued to investors in our Initial Public Offering and the underwriters’ exercise of their overallotment option (the “Public Warrants”) and issued 18,560,000 Private Placement Warrants. In addition, the Company entered into a forward purchase agreement in connection with the Initial Public Offering which provides for the purchase by an affiliate of the Sponsor of up to $200,000,000 of units, with each unit consisting of one Class A ordinary share and three-sixteenths of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of our initial Business Combination (the “Forward Purchase Agreement”). All of the outstanding warrants and the Forward Purchase Agreement are recognized as derivative assets and liabilities in accordance with ASC 815. In the event of an unsuccessful business combination, the warrants will expire worthless, with no cash settlement and the change in fair value adjusted through earnings. For equity-linked contracts that are classified as assets or liabilities, the Company recognizes the fair value of the equity-linked contracts at each balance sheet date and records the change in the consolidated statements of operations as a (gain) loss on change in fair value of derivative liabilities. The Public Warrants were initially valued using a binomial lattice pricing model when the Public Warrants were not yet trading and did not have observable pricing, and are now valued based on public market quoted prices. The Private Placement Warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend rate, expiration dates and risk-free rates. The estimates used to calculate the fair value of the Company’s derivative assets and liabilities change at each balance sheet date based on the value of the Company’s stock price and other assumptions described above. If these assumptions change or there is significant volatility in the Company’s stock price or interest rates, the fair value calculated from one balance sheet period to the next could be materially different. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting discounts and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative liabilities are expensed as incurred, presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with issuance of the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 82,800,000 Class A Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Net Income Per Ordinary Share The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 39,260,000, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, because their exercise is contingent upon future events and inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the periods presented. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. For the Year Ended December 31, 2021 Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (2,063,432) $ (640,462) Denominator: Basic and diluted weighted average ordinary shares outstanding 82,800,000 25,700,000 Basic and diluted net loss per ordinary share $ (0.02) $ (0.02) For the Period From May 12, 2020 (Inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (28,781,313) $ (13,037,333) Denominator: Basic and diluted weighted average ordinary shares outstanding 53,076,923 24,042,735 Basic and diluted net loss per ordinary share $ (0.54) $ (0.54) Income Taxes FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recently Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3—Initial Public Offering On August 4, 2020, the Company consummated the Initial Public Offering of 82,800,000 Units, including the issuance of 10,800,000 Units as a result of the underwriters’ exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $828.0 million, and incurring offering costs of approximately $46.3 million, inclusive of approximately $29.0 million in deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one-fourth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 9). |
Private Placement
Private Placement | 20 Months Ended |
Dec. 31, 2021 | |
Private Placement. | |
Private Placement | Note 4—Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 18,560,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, to the Company’s Sponsor, generating gross proceeds to the Company of approximately $18.6 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. Certain proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 5—Related Party Transactions Founder Shares On May 19, 2020, the Company issued 7,875,000 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for a capital contribution of $25,000. On July 15, 2020, the Company effected a share capitalization resulting in the Sponsor holding an aggregate of 22,250,000 Founder Shares. Subsequent to this share capitalization, in July 2020, the Sponsor transferred 40,000 Founder Shares to each of Joel Alsfine and James Quella, the independent director nominees. On July 30, 2020, the Company effected a share capitalization resulting in the Initial Shareholders holding an aggregate of 25,700,000 Founder Shares, including up to 2,700,000 shares were subject to forfeiture to the Company for no consideration to the extent that the option to purchase additional units is not exercised in full or in part, so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering plus the number of Class A ordinary shares to be sold pursuant to any forward purchase agreement entered into in connection with the Initial Public Offering (the “Forward Purchase Agreement”). All shares and the associated amounts have been retroactively restated to reflect the share capitalizations. On August 4, 2020, the underwriters fully exercised the over-allotment option; thus, no Founder Shares are currently subject to forfeiture. On June 8, 2021, the Sponsor transferred 40,000 Founder Shares to Jonathan Gear, a newly appointed independent director. The Initial Shareholders have agreed not to transfer, assign or sell, subject to certain limited exceptions, any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) subsequent to the initial Business Combination (x) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (y) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders with respect to any Founder Shares. Related Party Loans On May 19, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. As of August 4, 2020, the Company borrowed approximately $267,000 under the Note. The Company fully repaid the Note on September 10, 2020. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. On January 7, 2022, the Company issued an unsecured promissory note in the principal amount of $800,000 to the Sponsor as a Working Capital Loan (see Note 11). Administrative Support Agreement Commencing on the effective date of the registration statement on Form S-1 related to the Initial Public Offering through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company reimburses the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $20,000 per month. The Company incurred approximately $ 240,000 and $100,000 in general and administrative expenses in the accompanying consolidated statements of operations for the year ended December 31, 2021 and for the period from May 12, 2020 (inception) through December 31, and $340,000 and $100,000 is included in accrued expenses – related party, at December 31, 2021 and 2020, respectively. Forward Purchase Arrangement In connection with the consummation of the Public Offering, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Neuberger Berman Opportunistic Capital Solutions Master Fund LP (“NBOKS”), a member of our sponsor, which will provide for the purchase of up to $200,000,000 of units, with each unit consisting of one Class A ordinary share and three Performance Based Compensation We had previously agreed to pay our Chief Financial Officer the greater of $20,000 per month and $120,000 in the aggregate, upon the successful completion of our initial Business Combination, for his services to us. However, this payment has been waived by our Chief Financial Officer and will not be made. The Company has not incurred any expenses in the accompanying consolidated statements of operations for the year ended December 31, 2021 or for the period from May 12, 2020 (inception) through December 31, 2020 for this arrangement. |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments & Contingencies | |
Commitments & Contingencies | Note 6—Commitments & Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the prospectus to purchase up to 10,800,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On August 4, 2020, the underwriters fully exercised the over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $16.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred underwriting commission of $0.35 per unit, or approximately $29.0 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Deferred Legal Fees The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the Company’s legal counsel agreed to defer their fees until the closing of the initial Business Combination. As of December 31, 2021, the Company recorded an aggregate of $3.9 million in connection with such arrangement non-current accounts payable and accrued expenses in the accompanying consolidated balance sheet. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 2021 | |
Class A Ordinary Shares Subject to Possible Redemption. | |
Class A Ordinary Shares Subject to Possible Redemption | Note 7—Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021 and 2020, there were 82,800,000 Class A ordinary shares outstanding, all of which were subject to possible redemption and classified outside of permanent equity in the consolidated balance sheets. The Class A ordinary shares issued in the Initial Public Offering were recognized in Class A ordinary shares subject to possible redemption as recorded outside of permanent equity as follows: Gross Proceeds $ 828,000,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (46,345,787) Proceeds allocated to Public Warrants at issuance (27,128,720) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 73,474,507 Class A ordinary shares subject to possible redemption $ 828,000,000 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Shareholders' Equity | |
Shareholders' Equity | Note 8— Equity Class A Ordinary Shares — Class B Ordinary Shares — James Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination, or earlier at the option of the holder thereof, on a one-for-one basis. However, if additional Class A ordinary shares or any other equity-linked securities (as defined below) are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as converted basis, 20% of the sum of (i) the total number of ordinary shares outstanding upon completion of the Initial Public Offering plus (ii) the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including any Class A ordinary shares to be sold pursuant to a Forward Purchase Agreement, but not any warrants sold pursuant to a Forward Purchase Agreement), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor upon conversion of Working Capital Loans, provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis. Any conversion of Class B ordinary shares described herein will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Preference Shares — |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Liabilities | |
Derivative Liabilities | Note 9—Derivative Liabilities Warrants - Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed to use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, to cause the same to become effective within 60 business days following the closing of the initial Business Combination, and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company has 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. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (1) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees, (3) the Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis and (4) any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the Private Placement Warrants will require a vote of holders of at least 50% of the number of the then outstanding Private Placement Warrants. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public Warrants (but not the Private Placement Warrants): ● 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; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). If the Company calls the Public Warrants for redemption as described above, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Commencing 90 days after the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants (but not the Private Placement Warrants): ● in whole and not in part; ● at $0.10 per warrant 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 agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below); ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The “fair value” of the Class A ordinary shares shall mean the average last reported sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share capitalization, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants shares. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. Forward purchase agreement The Forward Purchase Agreement provides for the purchase of up to $200,000,000 of units, with each unit consisting of one Class A ordinary share (the “Forward Purchase Shares”) and three-sixteenths |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 10. Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020, respectively, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2021 Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 778,445,880 $ — $ — Liabilities: Derivative liabilities – Public Warrants $ 28,152,000 $ — $ — Derivative liabilities – Private Warrants $ — $ — $ 54,380,800 Derivative liabilities – Forward Purchase Agreement $ — $ — $ 3,343,000 December 31, 2020 Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 720,932,535 $ — $ — Liabilities: Derivative liabilities – Public Warrants $ 36,018,000 $ — $ — Derivative liabilities – Private Warrants $ — $ — $ 38,233,600 Derivative liabilities – Forward Purchase Agreement $ — $ — $ 13,105,000 (1) - Excludes $50,150,712 and $55,645,484 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value at December 31, 2021 and 2020, respectively. In addition, it excludes $19,960 and $51,713,546 in cash at December 31, 2021 and 2020, respectively. Level 1 assets include investments in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels year December 30 2021 The fair value of the Public Warrants and the Private Placement Warrants were initially measured at fair value using a binomial / lattice model for the Public Warrants and a Black-Scholes option pricing model for the Private Placement Warrants. The fair value of Public Warrants have been subsequently measured based on the listed market price of such warrants, a Level 1 measurement, since September 2020. The Company’s Private Placement Warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Company’s Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. For the year ended December 31, 2021 and for the period from May 12, 2020 (inception) through December 31, 2020, the Company recognized a benefit to the consolidated statements of operations resulting from a change in the fair value of derivative liabilities of approximately $1.5 million and $40.1 million, respectively, presented as change in fair value of derivative liabilities in the accompanying consolidated statements of operations. A reconciliation of the Level 3 derivative liabilities is summarized below: Balance as of May 12, 2020 $ — Acquisition date fair value of warrants: Public warrants issued in the initial public offering 27,117,000 Private placement warrants issued in connection with the initial public offering (a) 32,294,400 Forward purchase agreement liability 1,562,000 Total acquisition date fair value of derivative liabilities 60,973,400 Change in fair value of warrant liabilities 14,840,200 Change in fair value of forward purchase agreement 11,543,000 Transfer to level one (36,018,000) Balance as of December 31, 2020 51,338,600 Change in fair value of warrant liabilities 16,147,200 Change in fair value of forward purchase agreement (9,762,000) End of period $ 57,723,800 The valuation methodologies for the Private Placement Warrants and Forward Purchase Agreement included in derivative liabilities include certain significant unobservable inputs, resulting in such valuations to be classified as Level 3 in the fair value measurement hierarchy. The methodologies include a probability of a successful business combination, which was originally determined to be 80% as of December 31, 2020 but has increased to 90% as of December 31, 2021. The methodologies also include an expected merger date, which was set as April 15, 2022. The warrant valuation models also include expected volatility, which differ between public and private placement warrants and can vary further depending on where the Company stands in identifying a business combination target. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since September 2020. For public warrants and when such warrants are not yet trading and we do not have observed pricing in public markets, we assume a volatility based on research on SPAC warrants and the implied volatilities shortly after they start trading. The volatility of the Private Placement Warrants varies depending on the specific characteristics of the public and private placement warrants. Prior to the announcement of a merger, the Company assumes a volatility for the Private Placement Warrants based on the median volatility of the Russell 3000 constituents. After the announcement of a proposed business combination, then the valuation estimate assumes a volatility based on the volatility of the target company’s peer group. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of December 31, December 31, Private Warrants 2021 2020 Stock price $ 9.90 $ 10.40 Volatility 40.00 % 30.00 % Expected life of the options to convert 5.3 5.5 Risk-free rate 1.30 % 0.40 % Dividend yield 0.0 % 0.0 % As of As of Forward Purchase Agreements December 31, 2021 December 31, 2020 Stock price $ 9.90 $ 10.40 Probability of closing 90.0 % 80.0 % Discount term 0.3 1.1 Risk-free rate 0.08 % 0.10 % Dividend yield 0.0 % 0.0 % |
Subsequent Events
Subsequent Events | Jan. 07, 2022 |
Subsequent Events | |
Subsequent Events | Note 11. Subsequent Events On January 7, 2022, the Company issued an unsecured promissory note in the principal amount of $800,000 to the Sponsor as a Working Capital Loan. The Working Capital Loan does not bear interest and is repayable in full upon consummation of the Company’s initial Business Combination. If the Company does not complete a Business Combination, the Working Capital Loan will not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Working Capital Loan, in whole or in part, into Private Placement Warrants at a price of $1.00 per Private Placement Warrant. The Working Capital Loan is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Working Capital Loan and all other sums payable with regard to the Working Capital Loan becoming immediately due and payable. Management has evaluated subsequent events to determine if events or transactions occurring through the date the consolidated financial statements are available for issuance, require potential adjustment to or disclosure in the consolidated financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Use of Estimates | Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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 the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the consolidated balance sheets. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting discounts and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative liabilities are expensed as incurred, presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with issuance of the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Non-current Accounts Payable and Accrued Expenses [Policy Text Block] | Non-current Accounts Payable and Accrued Expenses Non-current accounts payable and accrued expenses includes fees incurred with certain vendors where settlement or liquidation of amounts due is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Derivative Liabilities | Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued an aggregate of 20,700,000 redeemable warrants associated with Units issued to investors in our Initial Public Offering and the underwriters’ exercise of their overallotment option (the “Public Warrants”) and issued 18,560,000 Private Placement Warrants. In addition, the Company entered into a forward purchase agreement in connection with the Initial Public Offering which provides for the purchase by an affiliate of the Sponsor of up to $200,000,000 of units, with each unit consisting of one Class A ordinary share and three-sixteenths of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of our initial Business Combination (the “Forward Purchase Agreement”). All of the outstanding warrants and the Forward Purchase Agreement are recognized as derivative assets and liabilities in accordance with ASC 815. In the event of an unsuccessful business combination, the warrants will expire worthless, with no cash settlement and the change in fair value adjusted through earnings. For equity-linked contracts that are classified as assets or liabilities, the Company recognizes the fair value of the equity-linked contracts at each balance sheet date and records the change in the consolidated statements of operations as a (gain) loss on change in fair value of derivative liabilities. The Public Warrants were initially valued using a binomial lattice pricing model when the Public Warrants were not yet trading and did not have observable pricing, and are now valued based on public market quoted prices. The Private Placement Warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend rate, expiration dates and risk-free rates. The estimates used to calculate the fair value of the Company’s derivative assets and liabilities change at each balance sheet date based on the value of the Company’s stock price and other assumptions described above. If these assumptions change or there is significant volatility in the Company’s stock price or interest rates, the fair value calculated from one balance sheet period to the next could be materially different. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 82,800,000 Class A Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 39,260,000, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, because their exercise is contingent upon future events and inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the periods presented. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. For the Year Ended December 31, 2021 Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (2,063,432) $ (640,462) Denominator: Basic and diluted weighted average ordinary shares outstanding 82,800,000 25,700,000 Basic and diluted net loss per ordinary share $ (0.02) $ (0.02) For the Period From May 12, 2020 (Inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (28,781,313) $ (13,037,333) Denominator: Basic and diluted weighted average ordinary shares outstanding 53,076,923 24,042,735 Basic and diluted net loss per ordinary share $ (0.54) $ (0.54) |
Income Taxes | Income Taxes FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 20 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of Net Income (Loss) Per Ordinary Share | For the Year Ended December 31, 2021 Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (2,063,432) $ (640,462) Denominator: Basic and diluted weighted average ordinary shares outstanding 82,800,000 25,700,000 Basic and diluted net loss per ordinary share $ (0.02) $ (0.02) For the Period From May 12, 2020 (Inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (28,781,313) $ (13,037,333) Denominator: Basic and diluted weighted average ordinary shares outstanding 53,076,923 24,042,735 Basic and diluted net loss per ordinary share $ (0.54) $ (0.54) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Class A Ordinary Shares Subject to Possible Redemption. | |
Summary of reconciliation of Class A common stock reflected on the balance sheet | Gross Proceeds $ 828,000,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (46,345,787) Proceeds allocated to Public Warrants at issuance (27,128,720) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 73,474,507 Class A ordinary shares subject to possible redemption $ 828,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Summary of assets measured at fair value on a recurring basis | Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 778,445,880 $ — $ — Liabilities: Derivative liabilities – Public Warrants $ 28,152,000 $ — $ — Derivative liabilities – Private Warrants $ — $ — $ 54,380,800 Derivative liabilities – Forward Purchase Agreement $ — $ — $ 3,343,000 December 31, 2020 Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 720,932,535 $ — $ — Liabilities: Derivative liabilities – Public Warrants $ 36,018,000 $ — $ — Derivative liabilities – Private Warrants $ — $ — $ 38,233,600 Derivative liabilities – Forward Purchase Agreement $ — $ — $ 13,105,000 (1) - Excludes $50,150,712 and $55,645,484 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value at December 31, 2021 and 2020, respectively. In addition, it excludes $19,960 and $51,713,546 in cash at December 31, 2021 and 2020, respectively. |
Schedule of reconciliation of the beginning and ending balances of the derivative assets and liabilities | Balance as of May 12, 2020 $ — Acquisition date fair value of warrants: Public warrants issued in the initial public offering 27,117,000 Private placement warrants issued in connection with the initial public offering (a) 32,294,400 Forward purchase agreement liability 1,562,000 Total acquisition date fair value of derivative liabilities 60,973,400 Change in fair value of warrant liabilities 14,840,200 Change in fair value of forward purchase agreement 11,543,000 Transfer to level one (36,018,000) Balance as of December 31, 2020 51,338,600 Change in fair value of warrant liabilities 16,147,200 Change in fair value of forward purchase agreement (9,762,000) End of period $ 57,723,800 |
Summary of quantitative information regarding Level 3 fair value measurement | As of As of December 31, December 31, Private Warrants 2021 2020 Stock price $ 9.90 $ 10.40 Volatility 40.00 % 30.00 % Expected life of the options to convert 5.3 5.5 Risk-free rate 1.30 % 0.40 % Dividend yield 0.0 % 0.0 % As of As of Forward Purchase Agreements December 31, 2021 December 31, 2020 Stock price $ 9.90 $ 10.40 Probability of closing 90.0 % 80.0 % Discount term 0.3 1.1 Risk-free rate 0.08 % 0.10 % Dividend yield 0.0 % 0.0 % |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Financing (Details) - USD ($) | Aug. 04, 2020 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering, gross (in shares) | 82,800,000 | |
Share price (in US$ per share) | $ 10 | |
Proceeds from issuance of shares | $ 828,000,000 | |
Offering cost | 46,300,000 | |
Underwriting commissions | $ 29,000,000 | |
Minimum market value of acquiree to net asset held in Trust Account (as a percent) | 80.00% | |
Minimum post-business combination ownership (as a percent) | 50.00% | |
Minimum net tangible asset upon consummation of business combination | $ 5,000,001 | |
Minimum percentage of shares requiring prior consent by entity. | 15.00% | |
Public shares to be redeemed if business combination is not completed (as a percent) | 100.00% | |
Threshold period from closing of public offering the company is obligated to complete business combination | 24 months | |
Threshold business days for redemption of shares of trust account | 10 days | |
Maximum net interest to pay dissolution expenses | $ 100,000 | |
Price of warrants (in dollars per share) | $ 1 | |
Principal deposited in Trust Account | $ 828,000,000 | |
Over-allotment | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering, gross (in shares) | 10,800,000 | |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued (in shares) | 18,560,000 | |
Price of warrants (in dollars per share) | $ 1 | |
Proceeds from issuance of warrants | $ 18,600,000 | |
Public Shares | ||
Subsidiary, Sale of Stock [Line Items] | ||
Share price (in US$ per share) | $ 10 | |
IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Offering cost | $ 46,300,000 |
Description of Organization, _3
Description of Organization, Business Operations and Basis of Presentation - Proposed Business Combination (Details) - USD ($) | Dec. 09, 2021 | Aug. 04, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Share price (in US$ per share) | $ 10 | |
Number of Class A ordinary share in each unit | 1 | |
Number of shares issued | 82,800,000 | |
Proceeds from issuance of shares | $ 828,000,000 | |
Forward Purchase Agreement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of Class A ordinary share in each unit | 20,000,000 | |
Aggregate consideration | $ 200,000,000 | |
New CCNB Class A Common Shares | ||
Subsidiary, Sale of Stock [Line Items] | ||
Share price (in US$ per share) | $ 0.0001 | |
Consideration subscribed in the form of Equity | $ 300,000,000 | |
New CCNB Class A Common Shares | Equityholders Of Griffey Global | ||
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate consideration | $ 2,912,000,000 | |
New CCNB Class A Common Shares | PIPE Investors | ||
Subsidiary, Sale of Stock [Line Items] | ||
Share price (in US$ per share) | $ 10 | |
Aggregate consideration | $ 150,000,000 | |
Number of shares issued | 15,000,000 | |
New CCNB Class A Common Shares | New CCNB | ||
Subsidiary, Sale of Stock [Line Items] | ||
Share price (in US$ per share) | $ 0.0001 | |
New CCNB Class A Common Shares | New CCNB | Equityholders Of Griffey Global | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares issued to equityholders of Griffey Global | 65,000,000 | |
New CCNB Class B Common Shares | ||
Subsidiary, Sale of Stock [Line Items] | ||
Share price (in US$ per share) | $ 0.0001 | |
New CCNB Class B Common Shares | New CCNB | ||
Subsidiary, Sale of Stock [Line Items] | ||
Share price (in US$ per share) | $ 0.0001 | |
Forward Purchase Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants issued | 3,750,000 |
Description of Organization, _4
Description of Organization, Business Operations and Basis of Presentation - Liquidity (Details) - USD ($) | Jan. 07, 2022 | Dec. 31, 2021 | Aug. 04, 2020 |
Related Party Transaction [Line Items] | |||
Cash | $ 290,000 | ||
Working capital | 134,000 | ||
Loan amount from Sponsor outstanding | $ 267,000 | ||
Sponsor Note | |||
Related Party Transaction [Line Items] | |||
Loan amount from Sponsor outstanding | 267,000 | ||
Working Capital Loans | |||
Related Party Transaction [Line Items] | |||
Proceeds received from note payable to related party | 25,000 | ||
Outstanding working Capital loan | $ 0 | ||
Proceeds from unsecured promissory note | $ 800,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Aug. 04, 2020 | |
NAV on investments | $ 1 | ||
Federal depository insurance corporation coverage | $ 250,000 | ||
Number of Class A ordinary share in each unit | 1 | ||
Number of shares called by each warrants (in shares) | 1 | ||
Unrecognized tax benefits | 0 | ||
Accrued interest and penalties | $ 0 | ||
Redeemable Warrants | |||
Warrants issued | 20,700,000 | ||
Private Placement Warrants | |||
Warrants issued | 18,560,000 | ||
Class A | |||
Number of shares called by each warrants (in shares) | 1 | ||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||
Shares subject to possible redemption | 82,800,000 | 82,800,000 | |
Private Placement to purchase | 39,260,000 | ||
Forward Purchase Agreement | |||
Number of Class A ordinary share in each unit | 1 | ||
Number of shares called by each warrants (in shares) | 1 | ||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||
Number Of Warrants Issued Per Unit | 0.187 | ||
Forward Purchase Agreement | Private Placement Warrants | |||
Private Placement to purchase | 10 | ||
Maximum | Forward Purchase Agreement | |||
Number of shares called by each warrants (in shares) | 200,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Net Income (Loss) Per Ordinary Share (Details) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Class A | ||
Numerator: | ||
Allocation of net loss | $ (28,781,313) | $ (2,063,432) |
Denominator: | ||
Basic weighted average shares outstanding of ordinary shares | 53,076,923 | 82,800,000 |
Diluted weighted average shares outstanding of ordinary shares | 53,076,923 | 82,800,000 |
Basic net loss per ordinary share | $ (0.54) | $ (0.02) |
Diluted net loss per ordinary share | $ (0.54) | $ (0.02) |
Class B | ||
Numerator: | ||
Allocation of net loss | $ (13,037,333) | $ (640,462) |
Denominator: | ||
Basic weighted average shares outstanding of ordinary shares | 24,042,735 | 25,700,000 |
Diluted weighted average shares outstanding of ordinary shares | 24,042,735 | 25,700,000 |
Basic net loss per ordinary share | $ (0.54) | $ (0.02) |
Diluted net loss per ordinary share | $ (0.54) | $ (0.02) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 04, 2020 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold in initial public offering | 82,800,000 | |
Price per unit | $ 10 | |
Proceeds from issuance of shares | $ 828 | |
Offering cost | 46.3 | |
Underwriting commissions | $ 29 | |
Number of shares called by each warrants (in shares) | 1 | |
Number of Class A ordinary share in each unit | 1 | |
Warrant in each unit (as percent) | 18.70% | |
IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Offering cost | $ 46.3 | |
Over-allotment | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold in initial public offering | 10,800,000 |
Private Placement (Details)
Private Placement (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 04, 2020 | Dec. 31, 2021 |
Private Placement, Disclosure [Line Items] | ||
Price of warrants (in dollars per share) | $ 1 | |
Number of shares called by each warrants (in shares) | 1 | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
Private Placement | ||
Private Placement, Disclosure [Line Items] | ||
Number of warrants to purchase shares issued (in shares) | 18,560,000 | |
Price of warrants (in dollars per share) | $ 1 | |
Proceeds from issuance of warrants | $ 18.6 | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
Class A | ||
Private Placement, Disclosure [Line Items] | ||
Exercise price of warrants (in dollars per share) | $ 11.50 | |
Number of warrants to purchase shares issued (in shares) | 39,260,000 | |
Number of shares called by each warrants (in shares) | 1 | |
Class A | Private Placement | ||
Private Placement, Disclosure [Line Items] | ||
Exercise price of warrants (in dollars per share) | $ 11.50 | |
Number of shares called by each warrants (in shares) | 1 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Jun. 08, 2021shares | Aug. 04, 2020shares | Jul. 30, 2020shares | Jul. 15, 2020USD ($) | May 19, 2020USD ($)Dshares | Jul. 31, 2020shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2021$ / sharesshares |
Related Party Transaction [Line Items] | ||||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |||||||
Percentage of founder shares equal | 20 | |||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||||
Number of trading days at 12.00 per share or more within 30-day trading period triggering release of lock-up | D | 20 | |||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 1 year | |||||||
Shares Subject To Forfeitures | 0 | 2,700,000 | ||||||
Class B | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares issued | 25,700,000 | 25,700,000 | 25,700,000 | |||||
Common stock, shares outstanding | 25,700,000 | 25,700,000 | 25,700,000 | |||||
Class A | ||||||||
Related Party Transaction [Line Items] | ||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||||
Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Capital contribution | $ | $ 25,000 | |||||||
Issuance of Class B ordinary shares to Sponsor | $ | $ 22,250,000 | $ 25,000 | ||||||
Sponsor | Independent Director [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares transferred (in shares) | 40,000 | 40,000 | ||||||
Sponsor | Class B | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares issued | 7,875,000 |
Related Party Transactions - Re
Related Party Transactions - Related Party Loans (Details) - USD ($) | Jan. 07, 2022 | Aug. 04, 2020 | May 19, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||||
Proceeds received from note payable to related party | $ 50,000 | ||||
Borrowed loan amount | $ 267,000 | ||||
Price of warrants (in dollars per share) | $ 1 | ||||
Loans convertible into warrants | $ 2,500,000 | ||||
Working Capital Loans | |||||
Related Party Transaction [Line Items] | |||||
Proceeds received from note payable to related party | $ 0 | ||||
Proceeds from unsecured promissory note | $ 800,000 | ||||
Maximum | |||||
Related Party Transaction [Line Items] | |||||
Amount agreed to be loaned | $ 300,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
General and administrative expenses | $ 442,331 | $ 4,509,681 |
Chief Financial Officer | ||
Related Party Transaction [Line Items] | ||
Payment per month | 20,000 | |
Payment | 120,000 | |
Administrative Support Agreement With Member Of Sponsor | ||
Related Party Transaction [Line Items] | ||
Office space, secretarial and administrative services | 20,000 | |
General and administrative expenses | 100,000 | 240,000 |
Accrued expenses - related party | $ 100,000 | $ 340,000 |
Related Party Transactions - _2
Related Party Transactions - Forward Purchase Agreement (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Aug. 04, 2020 | |
Related Party Transaction [Line Items] | ||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |
Warrant in each unit (as percent) | 18.70% | |
Number of shares called by each warrants (in shares) | 1 | |
Warrant [Member] | ||
Related Party Transaction [Line Items] | ||
Number of shares called by each warrants (in shares) | 1 | |
Class A | ||
Related Party Transaction [Line Items] | ||
Number of shares called by each warrants (in shares) | 1 | |
Class A | Forward Purchase Agreement With Member Of Sponsor [Member] | ||
Related Party Transaction [Line Items] | ||
Units agreed to be purchased, authorized amount | $ 200,000,000 | |
Purchase price per unit (in dollars per share) | $ 10 | |
Number of Forward Purchase Shares that each unit consists (in shares) | 1 | |
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 11.50 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Other Commitments [Line Items] | ||
Underwriting discount (in dollars per unit) | $ 0.20 | |
Payments of underwriting discount | $ 16,600,000 | |
Deferred underwriting commission (in dollars per unit) | $ 0.35 | |
Deferred underwriting commissions in connection with the initial public offering | $ 28,980,000 | $ 29,000,000 |
Non current accounts payable and accrued expenses | $ 3,900,000 | |
Over-allotment | ||
Other Commitments [Line Items] | ||
Period to exercise the over-allotment option | 45 days | |
Additional units granted to underwriters to purchase | 10,800,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Redeemable Noncontrolling Interest [Line Items] | ||
Accretion on Class A ordinary shares subject to possible redemption amount | $ (73,474,507) | |
Class A ordinary shares subject to possible redemption | $ 828,000,000 | $ 828,000,000 |
Class A | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Temporary equity, shares authorized | 500,000,000 | |
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Number of vote for each share | one | |
Shares subject to possible redemption | 82,800,000 | 82,800,000 |
Gross Proceeds | $ 828,000,000 | |
Offering costs allocated to Class A ordinary shares subject to possible redemption | (46,345,787) | |
Proceeds allocated to Public Warrants at issuance | (27,128,720) | |
Accretion on Class A ordinary shares subject to possible redemption amount | 73,474,507 | |
Class A ordinary shares subject to possible redemption | $ 828,000,000 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock (Details) | Jun. 08, 2021shares | Jul. 30, 2020shares | Jul. 15, 2020shares | Jul. 31, 2020shares | Dec. 31, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | May 19, 2020shares |
Class of Stock [Line Items] | |||||||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares | 20.00% | ||||||
Class A | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common shares, votes per share | Vote | 1 | ||||||
Ordinary shares issued and outstanding, including redemption | 82,800,000 | ||||||
Temporary equity, shares outstanding | 82,800,000 | 82,800,000 | |||||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares | 20.00% | ||||||
Class B | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common shares, votes per share | Vote | 1 | ||||||
Shares issued (in shares) | 25,700,000 | 25,700,000 | 25,700,000 | ||||
Shares outstanding (in shares) | 25,700,000 | 25,700,000 | 25,700,000 | ||||
Temporary equity, shares outstanding | 2,700,000 | ||||||
Class B | Joel Alsfine | |||||||
Class of Stock [Line Items] | |||||||
Number of shares transferred (in shares) | 40,000 | ||||||
Class B | James Quella | |||||||
Class of Stock [Line Items] | |||||||
Number of shares transferred (in shares) | 40,000 | ||||||
Class B | Jonathan Gear | |||||||
Class of Stock [Line Items] | |||||||
Number of shares transferred (in shares) | 40,000 | ||||||
Class B | Sponsor | |||||||
Class of Stock [Line Items] | |||||||
Shares issued (in shares) | 7,875,000 | ||||||
Number of Class A common stock issued upon conversion of each share (in shares) | 22,250,000 |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Stock (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Shareholders' Equity | ||
Preferred shares, shares authorized | 1,000,000 | |
Preferred shares, par value | $ 0.0001 | |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Derivative Liabilities - Warran
Derivative Liabilities - Warrants (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Preferred Stock, Shares Outstanding | 0 | 0 |
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Public Warrants exercisable term from the closing of the public offering | 12 months | |
Threshold maximum period for filing registration statement after business combination | 20 days | |
Public Warrants expiration term | 5 years | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold number of specified consecutive trading days for stock price trigger considered for redemption of warrants. | 30 days | |
Vote of holders | 50.00% | |
Class A | ||
Class of Warrant or Right [Line Items] | ||
Public Warrants expiration term | 60 days | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | $ 20,700,000 | $ 20,700,000 |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | $ 18,560,000 | $ 18,560,000 |
Redemption Of Warrants Commencing Ninety Days After Warrants Become Exercisable | ||
Class of Warrant or Right [Line Items] | ||
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Redemption period after the public warrants become exercisable | 90 days | |
Number of trading days on which fair market value of shares is reported | 10 days |
Derivative Liabilities - Forwar
Derivative Liabilities - Forward Purchase Agreement (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Aug. 04, 2020 | |
Class of Warrant or Right [Line Items] | ||
Number of Class A ordinary share in each unit | 1 | |
Number of shares called by each warrants (in shares) | 1 | |
Share Price | $ 10 | |
Forward Purchase Agreement | ||
Class of Warrant or Right [Line Items] | ||
Number of Class A ordinary share in each unit | 1 | |
Number of shares called by each warrants (in shares) | 1 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | |
Proceeds received from initial public offering | $ 200,000,000 | |
Number of warrants in a unit | 0.187 | |
Share Price | $ 10 | |
Maximum | Forward Purchase Agreement | ||
Class of Warrant or Right [Line Items] | ||
Number of shares called by each warrants (in shares) | 200,000,000 | |
Private Placement | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants to purchase shares issued (in shares) | 18,560,000 | |
Private Placement Warrants | Forward Purchase Agreement | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants to purchase shares issued (in shares) | 10 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair value hierarchy (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments and cash held in Trust Account | $ 828,616,552 | $ 828,291,565 |
Money market mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments and cash held in Trust Account | 50,150,712 | 55,645,484 |
Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments and cash held in Trust Account | 19,960 | 51,713,546 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liabilities. | 60,973,400 | |
Recurring | Level 1 | U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 778,445,880 | 720,932,535 |
Recurring | Public Warrants | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liabilities. | 28,152,000 | 36,018,000 |
Recurring | Private Placement Warrants | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liabilities. | 54,380,800 | 38,233,600 |
Recurring | Forward Purchase Agreement | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liabilities. | $ 3,343,000 | $ 13,105,000 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative assets and liabilities (Details) - Level 3 - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Derivative Assets and Liabilities | ||
Beginning of period | $ 51,338,600 | |
Forward Purchase Agreement liability | $ 1,562,000 | |
Total acquisition date fair value of derivative liabilities | 60,973,400 | |
Change in fair value of derivative liabilities | 14,840,200 | 16,147,200 |
Change in fair value of forward purchase agreement | 11,543,000 | (9,762,000) |
Transfer to level one | (36,018,000) | |
End of period | 51,338,600 | $ 57,723,800 |
Public Warrants | ||
Derivative Assets and Liabilities | ||
Warrants issued, Value | 27,117,000 | |
Private Placement Warrants | ||
Derivative Assets and Liabilities | ||
Warrants issued, Value | $ 32,294,400 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Fair Value Measurements | ||
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount | $ 0 | |
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount | 0 | |
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount | 0 | |
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount | 0 | |
Fair Value, Equity, Level 1 to Level 2 Transfers, Amount | 0 | |
Fair Value, Equity, Level 2 to Level 1 Transfers, Amount | 0 | |
Increase in the fair value of liabilities | $ 40,100,000 | $ 1,500,000 |
Percentage of probability of successful business combination | 80.00% | 90.00% |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 fair value measurement inputs (Details) | Dec. 31, 2021$ / sharesY | Dec. 31, 2020Y$ / shares |
Private Warrant | Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | $ / shares | 9.90 | 10.40 |
Private Warrant | Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 40 | 30 |
Private Warrant | Expected life of the options to convert | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | Y | 5.3 | 5.5 |
Private Warrant | Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.30 | 0.40 |
Private Warrant | Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Forward Purchase Agreement | Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | $ / shares | 9.90 | 10.40 |
Forward Purchase Agreement | Probability of closing | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 90 | 80 |
Forward Purchase Agreement | Discount term | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | Y | 0.3 | 1.1 |
Forward Purchase Agreement | Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.08 | 0.10 |
Forward Purchase Agreement | Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jan. 07, 2022 | Dec. 31, 2021 | Aug. 04, 2020 |
Subsequent Event [Line Items] | |||
Loan amount from Sponsor outstanding | $ 267,000 | ||
Price of warrants (in dollars per share) | $ 1 | ||
Subsequent | Working Capital Loans | |||
Subsequent Event [Line Items] | |||
Loan amount from Sponsor outstanding | $ 800,000 | ||
Subsequent | Sponsor Note | |||
Subsequent Event [Line Items] | |||
Price of warrants (in dollars per share) | $ 1 |