Getty Images Holdings Inc - Ordinary Shares 10-Q 9 May 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 31, 2022	May 09, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Entity File Number	001-39410
Entity Registrant Name	CC Neuberger Principal Holdings II
Entity Incorporation, State or Country Code	KY
Entity Tax Identification Number	98-1545419
Entity Address State Or Province	NY
Entity Address, Address Line One	200 Park Avenue, 58th Floor
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10166
City Area Code	212
Local Phone Number	355-5515
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
Entity Shell Company	true
Entity Central Index Key	0001812667
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false
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

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 219,713	$ 290,297
Prepaid expenses	202,417	243,042
Total current assets	422,130	533,339
Investments and cash held in Trust Account	828,823,235	828,616,552
Total Assets	829,245,365	829,149,891
Current liabilities:
Accounts payable	214,521	19,442
Accrued expenses	9,880	34,240
Accrued expenses - related party	400,000	345,650
Total current liabilities	624,401	399,332
Non-current accounts payable and accrued expenses	5,004,143	3,866,806
Working capital loan	1,836,000
Deferred underwriting commissions in connection with the initial public offering	28,980,000	28,980,000
Derivative liabilities	65,753,000	85,875,800
Total Liabilities	102,197,544	119,121,938
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 March 31, 2022 and December 31, 2021, respectively	828,000,000	828,000,000
Shareholders' Deficit
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding
Additional paid-in capital
Accumulated deficit	(100,954,749)	(117,974,617)
Total shareholders' Deficit	(100,952,179)	(117,972,047)
Total Liabilities and Shareholders' Deficit	829,245,365	829,149,891
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 March 31, 2022 and December 31, 2021, respectively	828,000,000
Class B
Shareholders' Deficit
Ordinary Shares	$ 2,570	$ 2,570

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A
Temporary equity, par value	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	500,000,000
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

UNAUDITED CONDENSED CONSOLIDATE

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
General and administrative expenses	$ 2,273,615	$ 293,360
Loss from operations	(2,273,615)	(293,360)
Other income:
Change in fair value of derivative liabilities	19,086,800	27,535,200
Unrealized gain on investments held in Trust Account	206,683	139,903
Total other income	19,293,483	27,675,103
Net income	$ 17,019,868	$ 27,381,743
Class A
Other income:
Basic weighted average shares outstanding of ordinary shares	82,800,000	82,800,000
Diluted weighted average shares outstanding of ordinary shares	82,800,000	82,800,000
Basic net income per ordinary share	$ 0.16	$ 0.25
Diluted net income per ordinary share	$ 0.16	$ 0.25
Class B
Other income:
Basic weighted average shares outstanding of ordinary shares	25,700,000	25,700,000
Diluted weighted average shares outstanding of ordinary shares	25,700,000	25,700,000
Basic net income per ordinary share	$ 0.16	$ 0.25
Diluted net income per ordinary share	$ 0.16	$ 0.25

UNAUDITED CONDENSED CONSOLIDA_2

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Class ACommon Stock	Class BCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning balance at Dec. 31, 2020	$ 0	$ 2,570	$ 0	$ (115,270,723)	$ (115,268,153)
Beginning balance (in shares) at Dec. 31, 2020	0	25,700,000
Net income (loss)	$ 0	$ 0	0	27,381,743	27,381,743
Ending balance at Mar. 31, 2021	$ 0	$ 2,570	0	(87,888,980)	(87,886,410)
Ending balance (in shares) at Mar. 31, 2021	0	25,700,000
Beginning balance at Dec. 31, 2021	$ 0	$ 2,570	0	(117,974,617)	(117,972,047)
Beginning balance (in shares) at Dec. 31, 2021	0	25,700,000
Net income (loss)	$ 0	$ 0	0	17,019,868	17,019,868
Ending balance at Mar. 31, 2022	$ 0	$ 2,570	$ 0	$ (100,954,749)	$ (100,952,179)
Ending balance (in shares) at Mar. 31, 2022	0	25,700,000

UNAUDITED CONDENSED CONSOLIDA_3

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash Flows from Operating Activities:
Net income	$ 17,019,868	$ 27,381,743
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative liabilities	(19,086,800)	(27,535,200)
Merger expenses paid by Sponsor in exchange for working capital loan	560,000	0
Unrealized gain on investments held in Trust Account	(206,683)	(139,903)
Changes in operating assets and liabilities:
Prepaid expenses	40,625	46,373
Accounts payable	195,079	176,174
Accrued expenses	(24,360)	(50,944)
Accrued expenses - related party	54,350	62,040
Non-current accounts payable and accrued expenses	1,137,337	0
Net cash used in operating activities	(310,584)	(59,717)
Cash Flows from Financing Activities:
Proceeds from working capital loan	240,000	0
Net cash provided by financing activities	240,000	0
Net change in cash	(70,584)	(59,717)
Cash - beginning of the period	290,297	737,786
Cash - end of the period	$ 219,713	$ 678,069

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	3 Months Ended
	Mar. 31, 2022
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 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 (“Business Combination”). The Company may pursue a Business Combination in any industry or sector. At March 31, 2022, the Company had not yet commenced operations. All activity for the period from May 12, 2020 (inception) through March 31, 2022 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”), the Company, Vector Holding, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“New CCNB”), Vector Domestication Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of New CCNB (“Domestication Merger Sub”), Vector Merger Sub 1, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“G Merger Sub 1”), Vector Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“G Merger Sub 2”, and together with the Company, New CCNB, Domestication Merger Sub and G Merger Sub 1, each a “CCNB Party” and, collectively, the “CCNB Parties”), Griffey Global Holdings, Inc., a Delaware corporation (“Griffey Global”), and solely for limited purposes expressly set forth therein, Griffey Investors, L.P., a Delaware limited liability company, (the “Partnership”), entered into a definitive business combination agreement (the “Business Combination Agreement”). The Business Combination Agreement and the transactions contemplated thereby (the “Business Combination”) were approved by the board of directors of each of the Company and Griffey Global. 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”) with a certificate of incorporation which provides for two classes of common stock in a manner consistent with the articles of incorporation of the Company prior to the Statutory Conversion (the “New CCNB Pre-Closing Certificate of Incorporation”), (b) prior to the closing of the Business Combination (the “Closing”), on the closing date, the Company will merge with and into Domestication Merger Sub, with Domestication Merger Sub surviving (the “Domestication Merger”) as a direct subsidiary of New CCNB and New CCNB will continue as the public company with (i) each Class A ordinary share, par value $0.0001 (each, a “CCNB Class A Ordinary Share”), of the Company being converted into the right of the holder thereof to receive one share of Class A common stock, par value $0.0001 (each, a “New CCNB Pre-Closing Class A Share”), of New CCNB, (ii) each Class B ordinary share, par value $0.0001 of the Company being converted into the right of the holder thereof to receive one share of Class B common stock, par value $0.0001 of New CCNB and (iii) each warrant of the Company ceasing to represent a right to acquire the Company Class A Ordinary Shares and instead representing a right to acquire New CCNB Pre-Closing Class A Shares, (c) on the Closing Date, at the Closing and prior to the PIPE Financing (as defined below) and the consummation of the transactions contemplated by the Forward Purchase Agreement (as defined below) and the Backstop Agreement (as defined below), if applicable, New CCNB will amend and restate the New CCNB Pre-Closing Certificate of Incorporation in the form of the New CCNB Certificate of Incorporation to provide for, among other things, Class A common stock, par value $0.0001 per share (the “New CCNB Class A Common Shares”), and Class B common stock, par value $0.0001 per share (the “New CCNB Class B Common Shares”), which New CCNB Class B Common Shares will be subject to stock price based vesting; (d) on the closing date, at the Closing and contingent upon the filing of the New CCNB Certificate of Incorporation, the transactions contemplated by the Sponsor Side Letter will be consummated, 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”), with Griffey Global surviving as a subsidiary of Domestication Merger Sub and an indirect subsidiary of New CCNB, and (ii) Griffey Global will merge with and into G Merger Sub 2 (the “Second Getty Merger” and together with the First Getty Merger, the “Getty Mergers”), with G Merger Sub 2 surviving as a direct subsidiary of Domestication Merger Sub and an indirect subsidiary of New CCNB (the “Final Surviving Company”). In connection with the Closing, New CCNB will change its name to “Getty Images Holdings, Inc.”, which will continue as the public company following the consummation of the Business Combination. 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 approximately $2.9 billion, 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 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”) with the Sponsor and Getty Investments, L.L.C, current equityholders of the Company or Griffey Global, respectively (collectively, the “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”), pursuant to which, among other things, NBOKS confirmed the allocation to the Company of $200,000,000 under the Forward Purchase Agreement and its agreement to, at Closing, subscribe for 20,000,000 New CCNB Class A Common Shares, and 3,750,000 Forward Purchase Warrants (as defined therein) and (b) certain Backstop Facility Agreement (the “Backstop Agreement”) whereby NBOKS agreed to, subject to the availability of capital it has committed to all special purpose acquisition companies sponsored by CC Capital Partners, LLC and NBOKS on a first come first serve basis and the other terms and conditions included therein, at Closing, subscribe for New CCNB Class A Common Shares to fund redemptions by shareholders of the Company in connection with the Business Combination in an amount of up to $300,000,000 (clauses “(a)” and “(b),” collectively, the “NBOKS Side Letter”), which NBOKS Side Letter provides for the assignment of the Company’s obligations under the Forward Purchase Agreement and the Backstop Agreement to New CCNB to facilitate the Business Combination. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The condensed consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 1, 2022. 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. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Going Concern As of March 31, 2022, the Company had approximately $220,000 in its operating bank account and negative working capital of approximately $202,000. 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). 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 5). 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	3 Months Ended
	Mar. 31, 2022
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2-Summary of Significant Accounting Policies Use of Estimates The preparation of these 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 and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, 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. Investment Securities 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 condensed 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 unrealized gain on investments held in Trust Account in the accompanying unaudited condensed 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 Corporation coverage of $250,000, and investments held in Trust Account. As of March 31, 2022 and 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 condensed consolidated balance sheets, except for derivative liabilities (see Note 10). Fair Value Measurements 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. Working Capital Loan The Company has elected the fair value option to account for its working capital loan with its Sponsor as defined and more fully described in Note 5. As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in the fair value of the conversion feature are recorded as change in value of working capital loan reflected in change in fair value of derivative liabilities on the condensed consolidated balance sheets and unaudited condensed consolidated statements of operations. The fair value of the conversion feature is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability. The working capital loan is convertible into warrants upon a successful business combination. In the event of an unsuccessful business combination, the working capital loan is forgiven and expires worthless 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 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 March 31, 2022 and December 31, 2021, 82,800,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets. 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. 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 March 31, 2022 and 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 March 31, 2022 and December 31, 2021. 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 unaudited condensed 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. Net Income (Loss) 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 Three Months Ended ​ For the Three Months Ended ​ ​ March 31, 2022 ​ March 31, 2021 ​ Class A Class B Class A Class B Basic and diluted net income per common share: ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income ​ $ 12,988,434 ​ $ 4,031,434 ​ $ 20,895,929 ​ $ 6,485,814 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Basic and diluted weighted average common shares outstanding ​ 82,800,000 ​ 25,700,000 ​ 82,800,000 ​ 25,700,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per common share ​ $ 0.16 ​ $ 0.16 ​ $ 0.25 ​ $ 0.25 ​ Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2022
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. The deferred underwriting commissions 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. Each Unit consists of one one-fourth

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2022
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	3 Months Ended
	Mar. 31, 2022
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 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. As of March 31, 2022, $800,000 was drawn on the Working Capital Loan, presented at its fair value of approximately $1.8 million on the accompanying unaudited condensed consolidated balance sheet. The Company received proceeds of $240,000 and the remaining $560,000 was used for business combination related expenses, paid by the Sponsor on behalf of the Company. As of December 31, 2021, there were no amounts outstanding on the Working Capital Loan. 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 $60,000 and $0 in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021, and $400,000 and $340,000 is included in accrued expenses – related party in the accompanying condensed consolidated balance sheets, at March 31, 2022 and December 31, 2021, 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

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies
Commitments and Contingencies	Note 6-Commitments and 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 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 March 31, 2022 and December 31, 2021, the Company recorded an aggregate of $5.0 million and $3.9 million, respectively, in connection with such arrangement non-current accounts payable and accrued expenses in the accompanying condensed consolidated balance sheets.

Class A Ordinary Shares Subject

Class A Ordinary Shares Subject to Possible Redemption	3 Months Ended
	Mar. 31, 2022
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 March 31, 2022 and December 31, 2021, 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 accompanying condensed 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 (Deficit)

Shareholders' Equity (Deficit)	3 Months Ended
	Mar. 31, 2022
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit)	Note 8-Shareholders’ Equity (Deficit) 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	3 Months Ended
	Mar. 31, 2022
Derivative Liabilities
Derivative Liabilities	Note 9-Derivative Liabilities Warrants: As of March 31, 2022 and December 31, 2021, the Company had 20,700,000 Public Warrants and 18,560,000 Private Placement Warrants outstanding. 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 60 th 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 market value” of the Class A ordinary shares shall mean the average last reported sale price of the Class A ordinary shares for the 10 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	3 Months Ended
	Mar. 31, 2022
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 March 31, 2022 and December 31, 2021, respectively, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: March 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Significant Other Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account - U.S. Treasury Securities (1) $ 411,428,015 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative warrant liabilities – Public Warrants ​ $ 20,700,000 ​ $ — ​ $ — Derivative warrant liabilities - Private Placement Warrants ​ $ — ​ $ — ​ $ 42,688,000 Derivative liabilities - Forward Purchase Agreement ​ $ — ​ $ — ​ $ 2,365,000 Working capital loan ​ $ — ​ $ — ​ $ 1,836,000 ​ December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Significant Other Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account - U.S. Treasury Securities (1) $ 778,445,880 $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative warrant liabilities – Public Warrants $ 28,152,000 $ — $ — Derivative warrant liabilities - Private Placement Warrants $ — $ — $ 54,380,800 Derivative liabilities - Forward Purchase Agreement $ — $ — $ 3,343,000 Working capital loan ​ $ — ​ $ — ​ $ — (1) - Excludes $417,395,220 and $50,150,712 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value at March 31, 2022 and December 31, 2021, respectively. In addition, it excludes $0 and $19,960 in cash at March 31, 2022 and December 31, 2021, 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 Levels 1 2 3 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 working capital loan is valued using a Monte Carlo simulation analysis on the convertible feature and a present value of the host contract. 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 three months ended March 31, 2022 and 2021, the Company recognized a benefit to the statements of operations resulting from a change in the fair value of derivative liabilities of approximately $19.1 million and $27.5 million, respectively, presented as change in fair value of derivative liabilities in the accompanying unaudited condensed consolidated statements of operations. A reconciliation of the Level 3 derivative liabilities is summarized below: ​ ​ ​ ​ ​ Warrant liabilities at December 31, 2021 - Level 3 measurements $ 57,723,800 Change in fair value of warrant liabilities ​ ​ (11,692,800) Change in fair value of forward purchase agreement ​ ​ (978,000) Warrant liabilities at March 31, 2022 - Level 3 measurements ​ $ 45,053,000 ​ ​ ​ ​ Warrant liabilities at December 31, 2020 - Level 3 measurements ​ $ 51,338,600 Change in fair value of warrant liabilities ​ (3,155,200) Change in fair value of forward purchase agreement ​ (11,132,000) Warrant liabilities at March 31, 2021 - Level 3 measurements ​ $ 37,051,400 ​ The change in the fair value of the working capital loan measured with Level 3 inputs for the three months ended March 31, 2022 is summarized as follows: ​ ​ ​ ​ ​ Fair value at December 31, 2021 $ — Initial proceeds from working capital loan ​ 800,000 Change in fair value of working capital loan ​ 1,036,000 Fair value of working capital loan at March 31, 2022 ​ $ 1,836,000 ​ The valuation methodologies for the Private Placement Warrants, Working Capital Loan 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 was increased to 90% as of December 31, 2021 and March 31, 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. Prior to the announcement of a proposed business combination, the Company assumed 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, the valuation estimate assumes an equal weighting of volatility based on (a) the volatility of the target company's peer group and (b) the implied volatility of the Public Warrants issued by the Company. The following tables provide quantitative information regarding Level 3 fair value measurement inputs at the measurement dates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, ​ As of December 31, Private Warrants 2022 2021 Stock price ​ $ 9.92 ​ $ 9.90 ​ Volatility ​ 30.00 % 40.0 % Expected life of the options to convert ​ 5.1 ​ 5.3 ​ Risk-free rate ​ 2.40 % 1.30 % Dividend yield ​ 0.0 % 0.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, ​ As of December 31, Forward Purchase Agreements 2022 2021 Stock price ​ $ 9.92 ​ $ 9.90 ​ Probability of closing ​ 90.00 % 90.0 % Discount term ​ ​ 0.1 ​ ​ 0.3 ​ Risk-free rate ​ 0.26 % 0.08 % Dividend yield ​ 0.0 % 0.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, As of December 31, Working Capital Loan 2022 2021 Stock price ​ $ 9.92 ​ $ — ​ Annual equity volatility ​ 30.00 % — ​ Expected life of the options to convert ​ 5.0 ​ — ​ Risk-free rate ​ 2.40 % — ​ Dividend yield ​ 0.0 % — ​ Probability of merger closing ​ 90.00 % — ​ ​

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events
Subsequent Events	Note 11-Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed consolidated financial statements were issued, require potential adjustment to or disclosure in the unaudited condensed 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)	3 Months Ended
	Mar. 31, 2022
Summary of Significant Accounting Policies
Use of Estimates	Use of Estimates The preparation of these 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 and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, 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.
Investment Securities Held in Trust Account	Investment Securities 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 condensed 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 unrealized gain on investments held in Trust Account in the accompanying unaudited condensed 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 Corporation coverage of $250,000, and investments held in Trust Account. As of March 31, 2022 and 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 condensed consolidated balance sheets, except for derivative liabilities (see Note 10).
Fair Value Measurements	Fair Value Measurements 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.
Working Capital Loan	Working Capital Loan The Company has elected the fair value option to account for its working capital loan with its Sponsor as defined and more fully described in Note 5. As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in the fair value of the conversion feature are recorded as change in value of working capital loan reflected in change in fair value of derivative liabilities on the condensed consolidated balance sheets and unaudited condensed consolidated statements of operations. The fair value of the conversion feature is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability. The working capital loan is convertible into warrants upon a successful business combination. In the event of an unsuccessful business combination, the working capital loan is forgiven and expires worthless
Non-current Accounts Payable and Accrued Expenses	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 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 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	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 March 31, 2022 and December 31, 2021, 82,800,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets. 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.
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 March 31, 2022 and 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 March 31, 2022 and December 31, 2021. 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 unaudited condensed 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.
Net Income (Loss) Per Ordinary Share	Net Income (Loss) 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 Three Months Ended ​ For the Three Months Ended ​ ​ March 31, 2022 ​ March 31, 2021 ​ Class A Class B Class A Class B Basic and diluted net income per common share: ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income ​ $ 12,988,434 ​ $ 4,031,434 ​ $ 20,895,929 ​ $ 6,485,814 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Basic and diluted weighted average common shares outstanding ​ 82,800,000 ​ 25,700,000 ​ 82,800,000 ​ 25,700,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per common share ​ $ 0.16 ​ $ 0.16 ​ $ 0.25 ​ $ 0.25
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (as restated) (Tables)	3 Months Ended
	Mar. 31, 2022
Summary of Significant Accounting Policies
Schedule of Net Income (Loss) Per Ordinary Share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Three Months Ended ​ ​ March 31, 2022 ​ March 31, 2021 ​ Class A Class B Class A Class B Basic and diluted net income per common share: ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income ​ $ 12,988,434 ​ $ 4,031,434 ​ $ 20,895,929 ​ $ 6,485,814 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Basic and diluted weighted average common shares outstanding ​ 82,800,000 ​ 25,700,000 ​ 82,800,000 ​ 25,700,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per common share ​ $ 0.16 ​ $ 0.16 ​ $ 0.25 ​ $ 0.25

Class A Ordinary Shares Subje_2

Class A Ordinary Shares Subject to Possible Redemption (Tables)	3 Months Ended
	Mar. 31, 2022
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)	3 Months Ended
	Mar. 31, 2022
Fair Value Measurements
Summary of assets measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Significant Other Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account - U.S. Treasury Securities (1) $ 411,428,015 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative warrant liabilities – Public Warrants ​ $ 20,700,000 ​ $ — ​ $ — Derivative warrant liabilities - Private Placement Warrants ​ $ — ​ $ — ​ $ 42,688,000 Derivative liabilities - Forward Purchase Agreement ​ $ — ​ $ — ​ $ 2,365,000 Working capital loan ​ $ — ​ $ — ​ $ 1,836,000 ​ December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Significant Other Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account - U.S. Treasury Securities (1) $ 778,445,880 $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative warrant liabilities – Public Warrants $ 28,152,000 $ — $ — Derivative warrant liabilities - Private Placement Warrants $ — $ — $ 54,380,800 Derivative liabilities - Forward Purchase Agreement $ — $ — $ 3,343,000 Working capital loan ​ $ — ​ $ — ​ $ — (1) - Excludes $417,395,220 and $50,150,712 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value at March 31, 2022 and December 31, 2021, respectively. In addition, it excludes $0 and $19,960 in cash at March 31, 2022 and December 31, 2021, respectively.
Summary of quantitative information regarding Level 3 fair value measurement	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, ​ As of December 31, Private Warrants 2022 2021 Stock price ​ $ 9.92 ​ $ 9.90 ​ Volatility ​ 30.00 % 40.0 % Expected life of the options to convert ​ 5.1 ​ 5.3 ​ Risk-free rate ​ 2.40 % 1.30 % Dividend yield ​ 0.0 % 0.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, ​ As of December 31, Forward Purchase Agreements 2022 2021 Stock price ​ $ 9.92 ​ $ 9.90 ​ Probability of closing ​ 90.00 % 90.0 % Discount term ​ ​ 0.1 ​ ​ 0.3 ​ Risk-free rate ​ 0.26 % 0.08 % Dividend yield ​ 0.0 % 0.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, As of December 31, Working Capital Loan 2022 2021 Stock price ​ $ 9.92 ​ $ — ​ Annual equity volatility ​ 30.00 % — ​ Expected life of the options to convert ​ 5.0 ​ — ​ Risk-free rate ​ 2.40 % — ​ Dividend yield ​ 0.0 % — ​ Probability of merger closing ​ 90.00 % — ​
Schedule of reconciliation of the beginning and ending balances of the derivative assets and liabilities	​ ​ ​ ​ ​ Warrant liabilities at December 31, 2021 - Level 3 measurements $ 57,723,800 Change in fair value of warrant liabilities ​ ​ (11,692,800) Change in fair value of forward purchase agreement ​ ​ (978,000) Warrant liabilities at March 31, 2022 - Level 3 measurements ​ $ 45,053,000 ​ ​ ​ ​ Warrant liabilities at December 31, 2020 - Level 3 measurements ​ $ 51,338,600 Change in fair value of warrant liabilities ​ (3,155,200) Change in fair value of forward purchase agreement ​ (11,132,000) Warrant liabilities at March 31, 2021 - Level 3 measurements ​ $ 37,051,400
Schedule of change in the fair value of the working capital loan	​ ​ ​ ​ ​ Fair value at December 31, 2021 $ — Initial proceeds from working capital loan ​ 800,000 Change in fair value of working capital loan ​ 1,036,000 Fair value of working capital loan at March 31, 2022 ​ $ 1,836,000

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation - Financing (Details) - USD ($)	Aug. 04, 2020	Mar. 31, 2022	Dec. 09, 2021
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering, gross (in shares)	82,800,000
Share price (in US$ per share)	$ 10
Proceeds from issuance of shares	$ 828,000,000
Offering cost	46,300,000
Underwriting commissions	29,000,000
Principal deposited in Trust Account	$ 828,000,000
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
New CCNB Class A Common Shares
Subsidiary, Sale of Stock [Line Items]
Share price (in US$ per share)			$ 0.0001
New CCNB | New CCNB Class A Common Shares
Subsidiary, Sale of Stock [Line Items]
Share price (in US$ per share)			$ 0.0001
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering, gross (in shares)	10,800,000
Share price (in US$ per share)	$ 10
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

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 units sold in initial public offering		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	$ 2,900,000,000
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 units sold in initial public offering	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 equity holders of Griffey Global	65,000,000
Forward Purchase Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued (in shares)	3,750,000

Description of Organization, _4

Description of Organization, Business Operations and Basis of Presentation - Liquidity (Details) - USD ($)	Jan. 07, 2022	Mar. 31, 2022	Aug. 04, 2020
Related Party Transaction [Line Items]
Cash		$ 220,000
Working capital		202,000
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
Proceeds from unsecured promissory note	$ 800,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details)	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares	Dec. 31, 2021USD ($)shares	Aug. 04, 2020shares
NAV on investments | $ / shares	$ 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
Exercise price of warrants (in dollars per share) | $ / shares	$ 11.50
Unrecognized tax benefits | $	$ 0	$ 0
Accrued interest and penalties | $	$ 0	$ 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
Shares subject to possible redemption	82,800,000	82,800,000
Private Placement to purchase	39,260,000
Class A | Private Placement Warrants
Exercise price of warrants (in dollars per share) | $ / shares	$ 11.50
Forward Purchase Agreement
Number of Class A ordinary share in each unit	1
Warrant in each unit	0.1875
Number of shares called by each warrants (in shares)	1
Exercise price of warrants (in dollars per share) | $ / shares	$ 11.50
Forward Purchase Agreement | Private Placement Warrants
Exercise price of warrants (in dollars per share) | $ / shares	$ 10
Maximum | Forward Purchase Agreement
Private Placement to purchase	200,000,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Impact on Balance Sheet (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total assets	$ 829,245,365	$ 829,149,891
Total liabilities	102,197,544	119,121,938
Class A ordinary shares subject to possible redemption	828,000,000	828,000,000
Preference shares
Additional paid-in capital
Accumulated deficit	(100,954,749)	(117,974,617)
Total shareholders' Deficit	(100,952,179)	(117,972,047)	$ (87,886,410)	$ (115,268,153)
Total Liabilities and Shareholders' Deficit	829,245,365	829,149,891
Class A
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares subject to possible redemption	828,000,000
Class B
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Ordinary Shares	$ 2,570	$ 2,570

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Impact on Weighted Average Shares and Earnings Per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ 17,019,868	$ 27,381,743
Class A
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic weighted average shares outstanding of ordinary shares	82,800,000	82,800,000
Diluted weighted average shares outstanding of ordinary shares	82,800,000	82,800,000
Basic net income per ordinary share	$ 0.16	$ 0.25
Diluted net income per ordinary share	$ 0.16	$ 0.25
Class B
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic weighted average shares outstanding of ordinary shares	25,700,000	25,700,000
Diluted weighted average shares outstanding of ordinary shares	25,700,000	25,700,000
Basic net income per ordinary share	$ 0.16	$ 0.25
Diluted net income per ordinary share	$ 0.16	$ 0.25

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Net Income (Loss) Per Ordinary Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Class A
Numerator:
Allocation of net income	$ 12,988,434	$ 20,895,929
Basic weighted average shares outstanding of ordinary shares	82,800,000	82,800,000
Diluted weighted average shares outstanding of ordinary shares	82,800,000	82,800,000
Basic net income per ordinary share	$ 0.16	$ 0.25
Diluted net income per ordinary share	$ 0.16	$ 0.25
Class B
Numerator:
Allocation of net income	$ 4,031,434	$ 6,485,814
Basic weighted average shares outstanding of ordinary shares	25,700,000	25,700,000
Diluted weighted average shares outstanding of ordinary shares	25,700,000	25,700,000
Basic net income per ordinary share	$ 0.16	$ 0.25
Diluted net income per ordinary share	$ 0.16	$ 0.25

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions	Aug. 04, 2020	Mar. 31, 2022
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
Exercise price of warrants (in dollars per share)		$ 11.50
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)	0.25%	0.187%
IPO
Subsidiary, Sale of Stock [Line Items]
Number of units sold in initial public offering	82,800,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of units sold in initial public offering	10,800,000
Price per unit	$ 10

Private Placement (Details)

Private Placement (Details) - USD ($) $ / shares in Units, $ in Millions	Aug. 04, 2020	Mar. 31, 2022
Private Placement, Disclosure [Line Items]
Exercise price of warrants (in dollars per share)		$ 11.50
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]
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]
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, 2020USD ($)item$ / shares	Jul. 30, 2020shares	Jul. 15, 2020shares	Jul. 31, 2020shares	Mar. 31, 2022shares	Dec. 31, 2021shares	May 19, 2020shares
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
Number of shares held (in shares)			25,700,000
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 | item		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			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 (in shares)				22,250,000
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 ($)	May 19, 2020	Mar. 31, 2022	Mar. 31, 2021	Aug. 04, 2020
Related Party Transaction [Line Items]
Borrowed loan amount				$ 267,000
Price of warrants (in dollars per share)				$ 1
Loans convertible into warrants		$ 2,500,000
Proceeds from working capital loan		240,000	$ 0
Proceeds from issuance of debt		240,000
Working capital loan		1,836,000
Working capital loan outstanding		0
Business combination related expenses
Related Party Transaction [Line Items]
Business combination related expenses		560,000
Working Capital Loans
Related Party Transaction [Line Items]
Proceeds received from note payable to related party	$ 0
Proceeds from working capital loan		$ 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 ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
General and administrative expenses	$ 2,273,615	$ 293,360
Neuberger Berman Opportunistic Capital Solutions Master Fund LP [Member]
Related Party Transaction [Line Items]
Purchase price	$ 11.50
Private Placement | Neuberger Berman Opportunistic Capital Solutions Master Fund LP [Member]
Related Party Transaction [Line Items]
Purchase price	$ 10
Administrative Support Agreement With Member Of Sponsor
Related Party Transaction [Line Items]
Office space, secretarial and administrative services	$ 20,000
General and administrative expenses	60,000	$ 0
Accrued expenses - related party	400,000		$ 340,000
Administrative Support Agreement With Member Of Sponsor | Neuberger Berman Opportunistic Capital Solutions Master Fund LP [Member]
Related Party Transaction [Line Items]
Purchase of Class A ordinary shares	$ 200,000,000

Related Party Transactions - _2

Related Party Transactions - Forward Purchase Agreement (Details) - $ / shares	3 Months Ended
	Mar. 31, 2022	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)	0.187%	0.25%
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]
Number of Forward Purchase Shares that each unit consists (in shares)	1

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Millions	Aug. 04, 2020	Mar. 31, 2022	Dec. 31, 2021
Other Commitments [Line Items]
Underwriting discount (in dollars per unit)	$ 0.20
Payments of underwriting discount	$ 16.6
Deferred underwriting commission (in dollars per unit)	$ 0.35
Deferred underwriting commissions in connection with the initial public offering	$ 29
Deferred legal fees		$ 5	$ 3.9
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 ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Redeemable Noncontrolling Interest [Line Items]
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
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
Common Stock, Voting Rights	one

Shareholders' Equity (Deficit)

Shareholders' Equity (Deficit) - Common Stock (Details)	Jun. 08, 2021shares	Jul. 30, 2020shares	Jul. 15, 2020shares	Jul. 31, 2020shares	Mar. 31, 2022Vote$ / sharesshares	Dec. 31, 2021$ / 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	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 [Member]
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 (Deficit_2

Shareholders' Equity (Deficit) - Preferred Stock (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Shareholders' Equity (Deficit)
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, par value	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

Derivative Liabilities - Warran

Derivative Liabilities - Warrants (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
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]
Public warrants issued or outstanding	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)	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares	Aug. 04, 2020$ / sharesshares
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) | $ / shares	$ 11.50
Share Price | $ / shares		$ 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
Warrant in each unit	0.1875
Exercise price of warrants (in dollars per share) | $ / shares	$ 11.50
Number of warrants in a unit	0.1875
Maximum | Forward Purchase Agreement
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued (in shares)	200,000,000
Proceeds received from initial public offering, gross | $	$ 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]
Exercise price of warrants (in dollars per share) | $ / shares	$ 10
Share Price | $ / shares	$ 10

Fair Value Measurements - Fair

Fair Value Measurements - Fair value hierarchy (Details) - Recurring - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	$ 411,428,015
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
Public Warrants | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities.	20,700,000	28,152,000
Private Placement Warrants | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities.	42,688,000	54,380,800
Forward Purchase Agreement | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities.	2,365,000	$ 3,343,000
Working capital loan | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liabilities.	$ 1,836,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 828,823,235	$ 828,616,552
Marketable Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	0	19,960
Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 417,395,220	$ 50,150,712

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
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
(Loss) Benefit due to changes in fair value of derivative liabilities	$ 19,100,000	$ 27,500,000
Percentage of probability of successful business combination	90.00%		90.00%	80.00%

Fair Value Measurements - Deriv

Fair Value Measurements - Derivative Liability (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Fair Value Measurements
Beginning Balance of Warrant liabilities	$ 57,723,800	$ 51,338,600
Change in fair value of warrant liabilities	(11,692,800)	(3,155,200)
Change in fair value of forward purchase agreement	(978,000)	(11,132,000)
Ending Balance of Warrant liabilities	$ 45,053,000	$ 37,051,400

Fair Value Measurements - Level

Fair Value Measurements - Level 3 fair value measurement inputs (Details)	Mar. 31, 2022Y$ / shares	Dec. 31, 2021$ / sharesY
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Working capital loan | $ / shares	9.92
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Working capital loan	30
Expected life of the options to convert
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Working capital loan | Y	5
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Working capital loan	2.40
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Working capital loan	0
Probability of merger closing
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Working capital loan	90
Private Warrant [Member] | Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input | $ / shares	9.92	9.90
Private Warrant [Member] | Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	30	40
Private Warrant [Member] | 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	5.1	5.3
Private Warrant [Member] | Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	2.40	1.30
Private Warrant [Member] | 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	9.92	9.90
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	0.26	0.08
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	90
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
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	0.1	0.3

Fair Value Measurements - Worki

Fair Value Measurements - Working Capital Loan (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning Balance of Warrant liabilities	$ 57,723,800	$ 51,338,600
Change in fair value of working capital loan	(11,692,800)	(3,155,200)
Ending Balance of Warrant liabilities	45,053,000	$ 37,051,400
Working capital loan
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Initial proceeds from working capital loan	800,000
Change in fair value of working capital loan	1,036,000
Ending Balance of Warrant liabilities	$ 1,836,000