Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 18, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Interactive Data Current | Yes | ||
Document Transition Report | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | RedBall Acquisition Corp. | ||
Entity Central Index Key | 0001815184 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-39440 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Address, Address Line One | 667 Madison Avenue, 16th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 561,775,000 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Postal Zip Code | 10065 | ||
City Area Code | 212 | ||
Local Phone Number | 235-1000 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Firm ID | 100 | ||
Auditor Location | New York | ||
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one redeemable warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one redeemable warrant | ||
Trading Symbol | RBAC.U | ||
Security Exchange Name | NYSE | ||
Ordinary Class A [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Trading Symbol | RBAC | ||
Security Exchange Name | NYSE | ||
Entity Ordinary Shares Outstanding | 57,500,000 | ||
Ordinary Class B [Member] | |||
Document Information [Line Items] | |||
Entity Ordinary Shares Outstanding | 14,375,000 | ||
Redeemable warrants, each warrant exercisable for one-third of one whole Class A ordinary share at an exercise price of $11.50 per share [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one-third of one whole Class A ordinary share at an exercise price of $11.50 per share | ||
Trading Symbol | RBAC WS | ||
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 458,388 | $ 1,601,324 |
Prepaid expenses | 111,642 | 308,554 |
Total current assets | 570,030 | 1,909,878 |
Cash and Investments held in Trust Account | 575,487,805 | 575,282,641 |
Total Assets | 576,057,835 | 577,192,519 |
Current liabilities: | ||
Accrued expenses | 4,570,260 | 105,454 |
Accounts payable | 1,225,309 | 726,316 |
Due to related party | 447,271 | 284,646 |
Total current liabilities | 6,242,840 | 1,116,416 |
Derivative warrant liabilities | 52,473,450 | 65,511,660 |
Deferred underwriting commissions | 20,125,000 | 20,125,000 |
Total liabilities | 78,841,290 | 86,753,076 |
Commitments and Contingencies | ||
Class A ordinary shares; 57,500,000 shares subject to possible redemption at $10.00 per share redemption value as of December 31, 2021 and December 31, 2020 | 575,000,000 | 575,000,000 |
Shareholders' (Deficit) | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2021 and December 31, 2020 | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (77,784,893) | (84,561,995) |
Total shareholders' deficit | (77,783,455) | (84,560,557) |
Total Liabilities, Class A Ordinary shares Subject to Possible Redemption and Shareholders' Deficit | 576,057,835 | 577,192,519 |
Ordinary Class A [Member] | ||
Current liabilities: | ||
Class A ordinary shares; 57,500,000 shares subject to possible redemption at $10.00 per share redemption value as of December 31, 2021 and December 31, 2020 | 575,000,000 | |
Shareholders' (Deficit) | ||
Ordinary share, value | 0 | 0 |
Ordinary Class B [Member] | ||
Shareholders' (Deficit) | ||
Ordinary share, value | $ 1,438 | $ 1,438 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred shares par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred shares authorised | 1,000,000 | 1,000,000 |
Preferred shares issued | 0 | 0 |
Preferred shares outstanding | 0 | 0 |
Temporary equity redemption price | $ 10 | |
Ordinary Class A [Member] | ||
Preferred shares issued | 0 | |
Preferred shares outstanding | 0 | |
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 |
Ordinary shares authorised | 400,000,000 | 400,000,000 |
Ordinary shares issued | 0 | 0 |
Ordinary shares outstanding | 0 | 0 |
Temporary shares outstanding | 57,500,000 | 57,500,000 |
Temporary equity redemption price | $ 10 | $ 10 |
Ordinary Class B [Member] | ||
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 |
Ordinary shares authorised | 40,000,000 | 40,000,000 |
Ordinary shares issued | 14,375,000 | 14,375,000 |
Ordinary shares outstanding | 14,375,000 | 14,375,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Operating expenses | ||
General and administrative expenses | $ 1,218,472 | $ 6,166,272 |
Administrative expenses - related party | 111,291 | 300,000 |
Loss from operations | (1,329,763) | (6,466,272) |
Other income (expense): | ||
Change in fair value of derivative warrant liabilities | (22,411,660) | 13,038,210 |
Transaction costs - derivative warrant liabilities | (1,636,200) | 0 |
Net gain (loss) from investments held in Trust Account | 282,641 | 205,164 |
Total other income (expense) | (23,765,219) | 13,243,374 |
Net income (loss) | $ (25,094,982) | $ 6,777,102 |
Ordinary Class A [Member] | ||
Other income (expense): | ||
Basic and diluted weighted average shares outstanding | 38,426,829 | 57,500,000 |
Basic and diluted net income (loss) per ordinary share | $ (0.48) | $ 0.09 |
Ordinary Class B [Member] | ||
Other income (expense): | ||
Basic and diluted weighted average shares outstanding | 13,753,049 | 14,375,000 |
Basic and diluted net income (loss) per ordinary share | $ (0.48) | $ 0.09 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Deficit - USD ($) | Total | Ordinary Class A [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Stock [Member]Ordinary Class A [Member] | Common Stock [Member]Ordinary Class B [Member] |
Beginning Balance at Jun. 09, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning Balance (in shares) at Jun. 09, 2020 | 0 | 0 | ||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | 23,562 | $ 1,438 | |||
Issuance of Class B ordinary shares to Sponsor (in shares) | 14,375,000 | |||||
Accretion of Class A ordinary shares subject to possible redemption amount | (59,490,575) | (23,562) | (59,467,013) | |||
Net income (loss) | (25,094,982) | (25,094,982) | ||||
Ending Balance at Dec. 31, 2020 | (84,560,557) | 0 | (84,561,995) | $ 0 | $ 1,438 | |
Ending Balance (in shares) at Dec. 31, 2020 | 0 | 14,375,000 | ||||
Accretion of Class A ordinary shares subject to possible redemption amount | $ (59,490,575) | |||||
Net income (loss) | 6,777,102 | 6,777,102 | ||||
Ending Balance at Dec. 31, 2021 | $ (77,783,455) | $ 0 | $ (77,784,893) | $ 0 | $ 1,438 | |
Ending Balance (in shares) at Dec. 31, 2021 | 0 | 14,375,000 |
Consolidated Statements of Cas
Consolidated Statements of Cash Flows - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (25,094,982) | $ 6,777,102 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
General and administrative expenses paid by related party | 37,791 | 0 |
Change in fair value of derivative warrant liabilities | 22,411,660 | (13,038,210) |
Transaction costs - derivative warrant liabilities | 1,636,200 | 0 |
Net gain from investments held in Trust Account | (282,641) | (205,164) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (308,554) | 196,912 |
Accounts payable | 726,316 | 498,993 |
Accrued expenses | 20,454 | 4,464,806 |
Due to related party | 284,646 | 162,625 |
Net cash used in operating activities | (569,110) | (1,142,936) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (575,000,000) | 0 |
Net cash used in investing activities | (575,000,000) | 0 |
Cash Flows from Financing Activities: | ||
Repayment of note payable to related party | (235,986) | 0 |
Proceeds received from initial public offering, gross | 575,000,000 | 0 |
Proceeds received from private placement | 14,350,000 | 0 |
Offering costs paid | (11,943,580) | 0 |
Net cash provided by financing activities | 577,170,434 | 0 |
Net increase (decrease) in cash | 1,601,324 | (1,142,936) |
Cash - beginning of the period | 0 | 1,601,324 |
Cash - ending of the period | 1,601,324 | 458,388 |
Supplemental disclosure of noncash investing and financing activities: | ||
Offering costs included in accrued expenses | 85,000 | 0 |
Offering costs paid through note payable | 198,195 | 0 |
Deferred offering costs paid in exchange for issuance of Class B ordinary shares to Sponsor | 25,000 | 0 |
Deferred underwriting commissions | $ 20,125,000 | $ 20,125,000 |
Description of Organization, Bu
Description of Organization, Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS RedBall Acquisition Corp. (the “Company”, or “RedBall”) is a blank check company incorporated in the Cayman Islands on June 10, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“business combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a business combination, the Company intends to focus on businesses in the sports, media and data analytics sectors, with a focus on professional sports franchises. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). At December 31, 2021, the Company had not yet commenced operations. All activity for the period from June 10, 2020 (inception) through December 31, 2021, relates to the Company’s formation and its preparation for the initial public offering (“Initial Public Offering”), which is described below, and since the Initial Public Offering, the search for a prospective initial business combination. The Company will not generate any operating revenue until after the completion of its initial business combination, at the earliest. The Company will generate non-operating The Company’s sponsor is RedBall SponsorCo LP, a Cayman Islands exempted limited partnership (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 12, 2020. On August 17, 2020, the Company consummated its Initial Public Offering of 57,500,000 units (“Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including the 7,500,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $575.0 million, and incurring offering costs of approximately $32.4 million, inclusive of approximately $20.1 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 9,566,667 warrants at a price of $1.50 per warrant (“Private Placement Warrants”) to the Sponsor, generating gross proceeds of approximately $14.4 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $575.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 b c 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 % of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to the Company’s management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time the Company signs a definitive agreement in connection with the initial b c b c % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act , as amended, or the Investment Company Act. The Company will provide its holders of its ordinary shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a b c b c b c pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share Upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a b c 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 law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which will be adopted by the Company upon the consummation of the Initial Public Offering (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 law, or the Company decides to obtain shareholder approval for business or legal 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. If the Company seeks shareholder approval in connection with a business combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) have agreed to vote their Founder Shares (as defined in Note 4) 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 20% 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, directors and director nominees 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 b c b c If the Company is unable to complete a b c ten per-share 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, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). 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 5) 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 $ per 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) $ 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 $ 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. 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 or 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 October 13, 2021, the Company entered into a Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”) with Showstop Merger Sub I Inc. a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub One”), Showstop Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub Two”), and SeatGeek, Inc., a Delaware corporation (“SeatGeek”), as fully disclosed in a Current Report on Form 8-K The Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Business Combination Agreement, the “Business Combination”): (i) On the business day immediately prior to the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), subject to the approval of RedBall’s shareholders, and in accordance with the General Corporation Law of the State of Delaware, as amended (“DGCL”), the Cayman Islands Companies Act (as amended) (the “CICL”) and the Company’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”), RedBall will effect a deregistration under the CICL by way of continuation and domestication under Section 388 of the DGCL (such deregistration by way of continuation and domestication, the “Domestication” and RedBall, immediately after the Domestication, “New SeatGeek”), by filing an application to de-register one-for-one one-for-one redeemable warrant to acquire one share of New SeatGeek common stock (“New SeatGeek Warrant”), (e) each then issued and outstanding unit of RedBall (the “RedBall Units”) will be separated and converted automatically into one share of New SeatGeek common stock and one-third (ii) Immediately prior to the First Effective Time (as defined below), (a) each share of the Series A Preferred Stock, Series A-1 A-2 D-1 (iii) At the Closing (which shall be one business day immediately following the Domestication), upon the terms and subject to the conditions of the Business Combination Agreement, (x) in accordance with the DGCL, Merger Sub One will merge with and into SeatGeek, the separate corporate existence of Merger Sub One will cease and SeatGeek will be the surviving corporation and a wholly-owned subsidiary of RedBall (the “First Merger”); (iv) Upon the effective time of the First Merger (the “First Effective Time”) as a result of the First Merger, among other things, all outstanding shares of SeatGeek common stock (after giving effect to the SeatGeek Preferred Conversion) as of immediately prior to the First Effective Time, will be cancelled in exchange for the right to receive the applicable pro rata portion of (x) a contingent right to receive shares of New SeatGeek common stock issued pursuant to an earnout, (y) up to $50 million of cash, subject to certain adjustments (the “Aggregate Cash Consideration”) and (z) a number of shares of New SeatGeek common stock (as defined below) equal to $1.281 billion minus (v) Upon the First Effective Time, among other things, all warrants for, options to purchase and restricted stock units for shares of SeatGeek common stock outstanding as of immediately prior to the First Merger will be converted into warrants for, options to purchase and restricted stock units for shares of New SeatGeek common stock; (vi) Immediately following the First Effective Time, SeatGeek, as the surviving corporation of the First Merger, will merge with and into Merger Sub Two (the “Second Merger” and together with the First Merger, the “Mergers”) with Merger Sub Two continuing as the surviving entity as a wholly owned subsidiary of New SeatGeek; and (vii) Upon the effective time of the Second Merger (the “Second Effective Time”), (i) all outstanding shares of SeatGeek, as the surviving corporation of the First Merger, as of immediately prior to the Second Effective Time, will no longer be outstanding and will automatically be cancelled and the outstanding membership interests of Merger Sub Two, as of immediately prior to the Second Effective Time will remain outstanding as membership interest of the surviving entity and will not be affected by the Second Merger and (ii) the operating agreement of Merger Sub Two will be amended and restated in its entirety to read as set forth in the surviving entity operating agreement attached to the Business Combination Agreement as an exhibit. The Board of Directors of RedBall has unanimously (i) approved and declared advisable the Business Combination Agreement, the Business Combination and the other transactions contemplated thereby, including the Domestication, and (ii) resolved to recommend approval of the Business Combination Agreement and related matters by the shareholders of RedBall. The obligations of the parties to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of RedBall and SeatGeek, (ii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, (iii) the absence of any injunctions or laws prohibiting the transactions, (iii) effectiveness of the proxy / registration statement on Form S-4 Concurrently with the execution of the Business Combination Agreement, RedBall entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 9,050,000 shares of the New SeatGeek Common Stock for an aggregate purchase price equal to $90.5 million (the “PIPE Investment”). In addition, for each subscribed share of the New SeatGeek Common Stock purchased by the PIPE Investors, the PIPE Investors will receive from New SeatGeek one-third In addition, concurrently with the execution of the Merger Agreement, Sponsor entered into a backstop subscription agreement (the “Backstop Subscription Agreement”) with RedBall, pursuant to which, on the terms and subject to the conditions set forth therein, the Sponsor has committed to purchase, following the Domestication and prior to the Closing, shares of New SeatGeek Common Stock, in a private placement for a purchase price of $10.00 per share, up to an aggregate of $65 million, to backstop certain redemptions by RedBall shareholders. In addition, the Sponsor has also agreed to forfeit 1,000,000 shares of New SeatGeek common stock upon the Closing, and to subject 7,187,500 shares issued and outstanding of New SeatGeek Common Stock, which are comprised of two separate tranches of 3,593,750 shares per tranche, to potential forfeiture to New SeatGeek for no consideration until the occurrence of the certain earnout vesting conditions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. The accompanying consolidated financial statements of the Company include its wholly owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. Liquidity and Going Concern The Company incurred and expects to incur additional significant costs in pursuit of its financing and acquisition plans, including the proposed Business Combination with SeatGeek. As of December 31, 2021, the Company had a working capital deficit of $5.7 million. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging consolidated Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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. There were no cash equivalents as of December 31, 2021 and 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Investments Held in the Trust Account The Company’s portfolio of investments is comprised 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 and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain/(loss) from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments 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. 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 (unadjusted) 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. As of December 31, 2021 and 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and due to related party approximate their fair values primarily due to the short-term nature of the instruments. Offering costs associated with Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were 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 warrant liabilities were expensed as incurred and presented as non-operating non-current Derivative Warrant 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 The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement 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. Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of 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, shares of Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021 and December 31, 2020, an aggregate of 57,500,000 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting paid-in Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as 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 calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The Company did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 28,733,334 shares of ordinary shares in the calculation of diluted income (loss) per share because their exercise is contingent upon future events. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per shares as the redemption value approximates fair value. The following tables reflects present a reconciliation of the numerator and denominator used to compute basic and diluted net income ( loss) per share for each class of ordinary shares: For the Year Ended December 31, 2021 For the Period from June 10, 2020 (inception) through December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 5,421,682 $ 1,355,420 $ (18,480,698 ) $ (6,614,284 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 57,500,000 14,375,000 38,426,829 13,753,049 Basic and diluted net income (loss) per ordinary share $ 0.09 $ 0.09 $ (0.48 ) $ (0.48 ) 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 There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING On August 17, 2020, the Company consummated its Initial Public Offering of 57,500,000 Units, including the 7,500,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $575.0 million, and incurring offering costs of approximately $32.4 million, inclusive of approximately $20.1 million in deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one-third |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On June 10, 2020, the Company issued 14,375,000 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for a payment of $25,000 by the Sponsor to cover for certain offering costs on behalf of the Company. The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,875,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units is not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters fully exercised the over-allotment option on August 17, 2020; thus, these Founder Shares were no longer subject to forfeiture. The Initial Shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial b c b c 30-trading b c lock-up. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 9,566,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately $14.4 million. Each whole Private Placement Warrant is exercisable for one whole ordinary share at a price of $11.50 per share. A portion of the 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 b c non-redeemable The Sponsor and the Company’s officers and directors 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 b c Related Party Loans On June 10, 2020, the Sponsor agreed to loan the Company up to 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 and payable on the earlier of December 31, 2020 or the completion of the Initial Public Offering. The Company borrowed approximately under the Note, and then fully repaid the Note on August 19, 2020. On February 23, 2022, the Sponsor funded an additional loan to the Company in the principal amount of $400,000 (see Note 10). A portion of the proceeds, together with cash on hand, was used to repay amounts owing to an affiliate of the Sponsor for advances made by the affiliate on the Company’s behalf in respect of operating expenses. 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 additional funds as may be required (“Working Capital Loans”). If the Company complete a business combination, it would repay the Working Capital Loans out of the proceeds of the trust account released to it. Otherwise, the Working Capital Loans would 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, if any, 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 $1.5 million of such Working Capital Loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant. The warrants would be identical to the private placement warrants. The currently outstanding $400,000 Sponsor loan does not provide the Sponsor with this option. 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. Due to Related Party During the year ended December 31, 2021, the Company’s Sponsor paid approximately $929,000 of expenses on behalf of the Company. During the period from June 10, 2020 (inception) through December 31, 2020, the Sponsor paid approximately $285,000 on behalf of the Company. As of December 31, 2021 and 2020, outstanding balance for such expenses were approximately $447,000 and $285,000 , respectively, included in due to related party in current liabilities, on the accompanying consolidated Executive Compensation None of the Company’s officers or directors receive cash compensation for services rendered. However, under the terms of the Company’s agreement with Richard Scudamore for his service as a director, our successful consummation of a Business Combination would result in the Company becoming obliged to pay $ to him. This amount has not been reflected on accompanying consolidated Administrative Support Agreement The Company agreed to pay the Sponsor a total of $25,000 per month, commencing on the date that the Company’s securities were first listed on the New York Stock Exchange, for office space, utilities, secretarial and administrative support services provided to members of the management team. Upon completion of a Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $300,000 and $111,000 consolidated for such fees, respectively, included in due to related party on the accompanying consolidated Backstop Subscription Agreement On October 13, 2021, concurrently with the execution of the Merger Agreement the Sponsor entered into a backstop subscription agreement (the “Backstop Subscription Agreement”) with the Company, pursuant to which, on the terms and subject to the conditions set forth therein, the Sponsor has committed to purchase, following the Domestication and prior to the Closing, shares of New SeatGeek Common Stock, in a private placement for a purchase price of $ per share, up to an aggregate of $ million, to backstop certain redemptions by our shareholders. Advisory Services The Company has engaged RedBird BD, LLC (“RedBird BD”), an affiliate of Sponsor and RedBird Capital Partners LLC, to act as the Company’s financial advisor in connection with the Business Combination. Pursuant to the engagement, RedBird BD arranged the Backstop Subscription and provided financial advisory, structuring and other services to the Company. The Company will pay RedBird BD $6.0 million for these services, which shall be earned and paid upon the consummation of the Business Combination. Therefore, RedBird Capital Partners LLC, Sponsor and RedBird BD have financial interests in the consummation of the Business Combination in addition to the financial interest of Sponsor (with whom RedBird Capital Partners LLC and RedBird BD are affiliated). RedBird BD’s engagement was not contemplated at the time of the Company’s initial public offering and therefore was not among the anticipated related party transactions disclosed in the prospectus for the Company’s initial public offering. The RedBird BD engagement and the related payment has been approved by the Company’s audit committee and the Company’s board of directors in accordance with the Company’s related persons transaction policy. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | NOTE 5. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants, Forward Purchase Securities and warrants that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per unit, or $11.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred underwriting commission of $0.35 per unit, or approximately $20.1 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 b c Forward Purchase Agreements The Company has entered into forward purchase agreements (the “Forward Purchase Agreements”), pursuant to which RedBird Series 2019, LP and RedBird Series 2019 GP Co-Invest, b c Units sold in the Initial Public Offering, except the Forward Purchase Shares will be subject to transfer restrictions and certain registration rights. The funds from the sale of the Forward Purchase Shares may be used for expenses in connection with the initial b c b c b c Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Contingent Fee Arrangements The Company has entered into certain fee arrangements with various service providers and advisors in connection with its search for a prospective initial business combination. A portion of the fees in connection with the services rendered as of December 31, 2021, have been deferred and were contingent upon the closing of a business combination and therefore not included as liabilities on the accompanying consolidated balance sheets. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | NOTE 6. DERIVATIVE WARRANT LIABILITIES As of December 31, 2021, the Company had 19,166,667 and 9,566,667 Public Warrants and Private Placement Warrants, respectively, 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 b c b c b c The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that 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 b c non-redeemable The warrant has an exercise price of $11.50 per share and will expire five years after the completion of a b c b c b c b c b c Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to 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 sales price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading 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. 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 b c |
Class A Ordinary Share Subject
Class A Ordinary Share Subject To Possible Redemption | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Class A Ordinary Share 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 400,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, and 2020, there were 57,500,000 shares of Class A ordinary shares outstanding, which were all subject to possible redemption and classified outside of permanent equity in the consolidated The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds $ 575,000,000 Less: Fair value of Public Warrants at issuance 28,750,000 Offering costs allocated to Class A ordinary shares subject to possible redemption 30,740,575 Plus: Accretion of carrying value to redemption value (59,490,575 ) Class A ordinary shares subject to possible redemption $ 575,000,000 |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Shareholders Equity [Abstract] | |
Shareholders' Deficit | NOTE 8. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares - Class B Ordinary Shares - 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 on the first business day following the consummation of the initial business combination, or earlier at the option of the holder thereof, on a one-for-one one-for-one |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020, by level within the fair value hierarchy: Fair Value Measured as of December 31, 2021 Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account Money Market Funds (1) $ 575,487,805 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 23,812,670 $ — $ — Derivative warrant liabilities - Private warrants $ — $ — $ 28,660,780 Fair Value Measured as of December 31, 2020 Description Quoted Prices in Significant Other Significant Other Assets: U.S. Treasury bills (2) $ 575,282,641 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 43,508,330 $ — $ — Derivative warrant liabilities - Private warrants $ — $ — $ 22,003,330 (1) Includes $654 in cash (2) Includes $667 in cash Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in October 2020, as the Public Warrants were separately listed and traded in October 2020. There were no transfers between levels in the year ended December 31, 2021. Level 1 assets include investments in money market funds that invest solely in U.S. government securities and U.S. Treasury Bills. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The Company utilizes a Black-Scholes model to estimate the fair value of the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. Inherent in a Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon For the year ended December 31, 2021, the Company recognized income from the change in the fair value of derivative warrant liabilities of approximately $13.0 million, resulting from a decrease in the fair value of the derivative warrant liabilities, as presented on the accompanying consolidated For the period from June 10, 2020 (inception) through December 31, 2020, the Company recognized a charge to the consolidated million presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The change in the fair value of the derivative warrant liabilities, measured using level 3 inputs, for the year ended December 31, 2021, and the period from June 10, 2020 (inception) through December 31, 2020, is summarized as follows: Derivative warrant liabilities at June 10, 2020 (inception) $ — Issuance of Public and Private Warrants - Level 3 43,100,000 Change in fair value of derivative warrant liabilities 7,270,000 Transfers of Public Warrants to Level 1 measurement (28,366,670 ) Derivative warrant liabilities - Level 3, at December 31, 2020 $ 22,003,330 Derivative warrant liabilities - Level 3, at December 31, 2020 $ 22,003,330 Change in fair value of derivative warrant liabilities 6,657,450 Derivative warrant liabilities - Level 3, at December 31, 2021 $ 28,660,780 The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s Private Placement Warrants at their measurement dates: As of December 31, 2021 As of December 31, 2020 Volatility 17.6% 10% -25.5% Stock price $ 9.92 $ 10.89 Time to M&A 0.25 1 Risk-free rate 1.28% 0.48% Dividend yield 0.0% 0.0% The primary significant unobservable input used in the fair value measurement of the Company’s private warrants is the expected volatility of the ordinary shares. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. In determining the expected volatility, the Company derived the expected volatility from observable public warrant pricing on comparable ‘blank-check’ companies. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS As described in Note 4, above, on February 23, 2022, the Sponsor funded a loan to the Company in principal amount of $400,000 and the Company issued a promissory note (the “Promissory Note”) in like principal amount to the Sponsor. The Promissory Note bears no interest and is due upon the earlier of (i) the date on which the Company consummates its initial business combination and (ii) August 17, 2022. The Sponsor agreed to waive any right, title, interest or claim of any kind in or to any distribution from the trust account with respect to the Promissory Note. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements were issued. Other than as described herein, including in Note 4, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. The accompanying consolidated financial statements of the Company include its wholly owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. |
Liquidity and Going Concern | Liquidity and Going Concern The Company incurred and expects to incur additional significant costs in pursuit of its financing and acquisition plans, including the proposed Business Combination with SeatGeek. As of December 31, 2021, the Company had a working capital deficit of $5.7 million. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, |
Emerging growth company | Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging consolidated |
Use of estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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. There were no cash equivalents as of December 31, 2021 and 2020. |
Concentration of credit risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments is comprised 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 and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain/(loss) from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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. 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 (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Offering costs associated with Initial Public Offering | Offering costs associated with Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were 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 warrant liabilities were expensed as incurred and presented as non-operating non-current |
Derivative Warrant Liabilities | Derivative Warrant 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 The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement |
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. Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of 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, shares of Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021 and December 31, 2020, an aggregate of 57,500,000 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting paid-in |
Net income (loss) per ordinary share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as 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 calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The Company did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 28,733,334 shares of ordinary shares in the calculation of diluted income (loss) per share because their exercise is contingent upon future events. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per shares as the redemption value approximates fair value. The following tables reflects present a reconciliation of the numerator and denominator used to compute basic and diluted net income ( loss) per share for each class of ordinary shares: For the Year Ended December 31, 2021 For the Period from June 10, 2020 (inception) through December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 5,421,682 $ 1,355,420 $ (18,480,698 ) $ (6,614,284 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 57,500,000 14,375,000 38,426,829 13,753,049 Basic and diluted net income (loss) per ordinary share $ 0.09 $ 0.09 $ (0.48 ) $ (0.48 ) |
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 There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent accounting pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share | The following tables reflects present a reconciliation of the numerator and denominator used to compute basic and diluted net income ( loss) per share for each class of ordinary shares: For the Year Ended December 31, 2021 For the Period from June 10, 2020 (inception) through December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 5,421,682 $ 1,355,420 $ (18,480,698 ) $ (6,614,284 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 57,500,000 14,375,000 38,426,829 13,753,049 Basic and diluted net income (loss) per ordinary share $ 0.09 $ 0.09 $ (0.48 ) $ (0.48 ) |
Class A Ordinary Share Subjec_2
Class A Ordinary Share Subject To Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Summary Of Reconciliation Of Class A Ordinary Shares Subject to Possible Redemption Reflected on The Condensed Balance Sheet | The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds $ 575,000,000 Less: Fair value of Public Warrants at issuance 28,750,000 Offering costs allocated to Class A ordinary shares subject to possible redemption 30,740,575 Plus: Accretion of carrying value to redemption value (59,490,575 ) Class A ordinary shares subject to possible redemption $ 575,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020, by level within the fair value hierarchy: Fair Value Measured as of December 31, 2021 Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account Money Market Funds (1) $ 575,487,805 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 23,812,670 $ — $ — Derivative warrant liabilities - Private warrants $ — $ — $ 28,660,780 Fair Value Measured as of December 31, 2020 Description Quoted Prices in Significant Other Significant Other Assets: U.S. Treasury bills (2) $ 575,282,641 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 43,508,330 $ — $ — Derivative warrant liabilities - Private warrants $ — $ — $ 22,003,330 |
Summary of fair value of the derivative warrant liabilities | The change in the fair value of the derivative warrant liabilities, measured using level 3 inputs, for the year ended December 31, 2021, and the period from June 10, 2020 (inception) through December 31, 2020, is summarized as follows: Derivative warrant liabilities at June 10, 2020 (inception) $ — Issuance of Public and Private Warrants - Level 3 43,100,000 Change in fair value of derivative warrant liabilities 7,270,000 Transfers of Public Warrants to Level 1 measurement (28,366,670 ) Derivative warrant liabilities - Level 3, at December 31, 2020 $ 22,003,330 Derivative warrant liabilities - Level 3, at December 31, 2020 $ 22,003,330 Change in fair value of derivative warrant liabilities 6,657,450 Derivative warrant liabilities - Level 3, at December 31, 2021 $ 28,660,780 |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s Private Placement Warrants at their measurement dates: As of December 31, 2021 As of December 31, 2020 Volatility 17.6% 10% -25.5% Stock price $ 9.92 $ 10.89 Time to M&A 0.25 1 Risk-free rate 1.28% 0.48% Dividend yield 0.0% 0.0% |
Description of Organization, _2
Description of Organization, Business Operations - Additional Information (Detail) - USD ($) | Oct. 13, 2021 | Aug. 17, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Jun. 10, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Proceeds from initial public offer gross | $ 575,000,000 | $ 0 | |||
Proceeds from issuance of private placement | $ 14,350,000 | $ 0 | |||
Term of restricted investments | 185 days | ||||
Percentage of amount of trust assets of target company excluding working capital underwriting commission and tax | 80.00% | ||||
Equity method investment ownership percentage | 50.00% | ||||
Temporary equity redemption price per share | $ 10 | ||||
Percentage of public shareholding to be redeemed in case of non occurrence of business combination | 100.00% | ||||
Number of business days after the last date for effecting business combination within which the public shares shall be redeemed | 10 days | ||||
Estimated amount of expenses payable on dissolution | $ 100,000 | ||||
Per share amount to be maintained in the trust account for redemption | $ 10 | ||||
Percentage of the public shares redeemable in case business combination is not consummated | 100.00% | ||||
Common Stock, Shares Subscribed but Unissued | 9,050,000 | ||||
Stock Issued During Period, Value, New Issues | $ 90,500,000 | ||||
First Effective Time [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||
Aggregate cash consideration | $ 50,000,000 | ||||
Number of shares issued or issuable,value | 1,281,000,000 | ||||
Post Business Combination Net Worth Requirement to Effect Business Combination [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Networth needed post business combination | $ 5,000,001 | $ 5,000,001 | |||
Ordinary Class A [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Shares issued during the period new issues shares | 57,500,000 | 57,500,000 | |||
Proceeds from initial public offer gross | $ 575,000,000 | ||||
Temporary equity redemption price per share | $ 10 | $ 10 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | 0.0001 | |||
Exercise price | $ 11.50 | ||||
Share Price | $ 12 | ||||
IPO [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Shares issued during the period new issues shares | 57,500,000 | ||||
Sale of stock issue price per share | $ 10 | $ 10 | |||
Proceeds from initial public offer gross | $ 575,000,000 | $ 575,000,000 | |||
Stock issuance costs | 32,400,000 | ||||
Deferred underwriting commissions payable current | $ 20,100,000 | ||||
IPO [Member] | Ordinary Class A [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Percentage of the public shareholding eligible for transfer without restriction | 20.00% | ||||
Over-Allotment Option [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Shares issued during the period new issues shares | 7,500,000 | ||||
Private Placement [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Sale of stock issue price per share | $ 10 | ||||
Proceeds from issuance of private placement | $ 575,000,000 | ||||
Class of warrants or rights number of warrants issued during the period | 9,566,667 | ||||
Class of warrants or rights issue price per warrant | $ 1.50 | ||||
Proceeds from issue of warrants | $ 14,400,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 10 | ||||
Exercise price | $ 11.50 | ||||
Redball ClassA Ordinary Shares [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Common Stock, Conversion Basis | one-for-one basis | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Redball classs B Ordinary Shares [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
New SeatGeek Common Stock [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Common Stock, Conversion Basis | one-for-one basis | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
New SeatGeek Common Stock [Member] | Backstop Subscription Agreement [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Number of shares issued during period subject to forfeiture | 7,187,500 | ||||
Number Of Shares Issued During Period As A Tranches Subject to Forfeiture | 3,593,750 | ||||
New SeatGeek Common Stock [Member] | Rbac Sponsor [Member] | Backstop Subscription Agreement [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock Issued During Period, Value, New Issues | $ 65,000,000 | ||||
Number of shares agreed to forfeit | 1,000,000 | ||||
Exercise price | $ 11.50 | ||||
Share Price | $ 10 | ||||
New SeatGeek Warrant [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Class Of Warrant Or Rights Conversion Basis | one |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail) - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ (18,480,698) | $ 5,421,682 |
Denominator: | ||
Basic and diluted weighted average ordinary shares outstanding | 38,426,829 | 57,500,000 |
Basic and diluted net income (loss) per ordinary share | $ (0.48) | $ 0.09 |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ (6,614,284) | $ 1,355,420 |
Denominator: | ||
Basic and diluted weighted average ordinary shares outstanding | 13,753,049 | 14,375,000 |
Basic and diluted net income (loss) per ordinary share | $ (0.48) | $ 0.09 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 7 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Cash insured with federal insurance corporation | $ 250,000 | |
Ordinary Class A [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Ordinary shares subject to possible redemption | 57,500,000 | 57,500,000 |
Antidilutive securities excluded from the computation of earnings per share | 28,733,334 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Aug. 17, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from initial public offer gross | $ 575,000,000 | $ 0 | |
Ordinary Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued during the period new issues shares | 57,500,000 | 57,500,000 | |
Proceeds from initial public offer gross | $ 575,000,000 | ||
Class of warrants or rights number of securities called by each warrant or right | 1 | ||
Class of warrants or rights exercise price of warrants or rights | $ 11.50 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued during the period new issues shares | 57,500,000 | ||
Sale of stock issue price per share | $ 10 | $ 10 | |
Proceeds from initial public offer gross | $ 575,000,000 | $ 575,000,000 | |
Stock issuance costs | 32,400,000 | ||
Deferred underwriting commissions payable current | $ 20,100,000 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued during the period new issues shares | 7,500,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jun. 10, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Feb. 23, 2022 | Oct. 13, 2021 | Aug. 19, 2020 | Aug. 17, 2020 |
Related Party Transaction [Line Items] | |||||||
Due to Related Party | $ 300,000 | $ 50,000 | $ 125,000 | $ 236,000 | |||
Related party transaction service fee per month | 25,000 | ||||||
Due to related parties | 284,646 | 447,271 | |||||
Business Combination, Contingent Consideration, Liability | 100,000 | ||||||
Advisory Services | 6,000,000 | ||||||
Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to Related Party | $ 400,000 | ||||||
Due to related parties | 929,000 | 285,000 | |||||
Debt Instrument, Face Amount | $ 400,000 | ||||||
Accounts Payable [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accrued business combination monthly fees | 111,000 | 300,000 | |||||
Other Current Liabilities [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related parties | 285,000 | $ 447,000 | |||||
Private Placement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants issue value | $ 1,500,000 | ||||||
Warrants issue price per warrant | $ 1.50 | ||||||
Number of warrants issued | 9,566,667 | ||||||
Proceeds from issue of warrants | $ 14,400,000 | ||||||
Warrant exercise price | $ 11.50 | ||||||
Ordinary shares par or stated value per share | $ 10 | ||||||
Common Stock, purchase | $ 65,000,000 | ||||||
Ordinary Class A [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares issued during the period new issues shares | 57,500,000 | 57,500,000 | |||||
Percent of convertible share to outstanding shares | 20.00% | ||||||
Share Price | $ 12 | ||||||
Warrant exercise price | $ 11.50 | ||||||
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 | |||||
Ordinary Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares issued during the period new issues shares | 14,375,000 | ||||||
Proceeds from issuance of ordinary share | $ 25,000 | ||||||
Shares subject to forfeiture | 1,875,000 | ||||||
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Aug. 17, 2020 | Dec. 31, 2021 |
Private Placement [Member] | ||
Sale of Stock, Price Per Share | $ 10 | |
Underwriting Agreement [Member] | ||
Option to Purchase Additional Units | 7,500,000 | |
Underwriting Discount Per Unit | $ 0.20 | |
Underwriting Discount Value | $ 11.5 | |
Underwriting Commission Per Unit | $ 0.35 | |
Underwriting Commission | $ 20.1 | |
Forward Purchase Agreements [Member] | Private Placement [Member] | ||
Sale of Stock, Consideration Received on Transaction | $ 100 | |
Sale of Stock, Price Per Share | $ 10 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Shares Issued, Price Per Share | $ 18 |
Percent of gross proceeds to equity proceeds | 60.00% |
Warrant redemption price | $ 0.01 |
Share Issue Price One [Member] | |
Shares Issued, Price Per Share | $ 9.20 |
Percent of redemption trigger price to market value and issue price | 115.00% |
Share Issue Price Two [Member] | |
Percent of redemption trigger price to market value and issue price | 180.00% |
Share redemption trigger price | $ 18 |
Private Placement [Member] | |
Class of warrant or right outstanding | shares | 9,566,667 |
Warrant exercise price | $ 11.50 |
Warrant term | 5 years |
Public Warrants [Member] | |
Class of warrant or right outstanding | shares | 19,166,667 |
Class A Ordinary Share Subjec_3
Class A Ordinary Share Subject To Possible Redemption - Summary Of Reconciliation Of Class A Ordinary Shares Subject to Possible Redemption Reflected on The Condensed Balance Sheet (Detail) - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||
Gross proceeds | $ 575,000,000 | $ 0 |
Accretion of carrying value to redemption value | (59,490,575) | |
Class A ordinary shares subject to possible redemption | $ 575,000,000 | 575,000,000 |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Gross proceeds | 575,000,000 | |
Fair Value Of Public Warrants At Issuance | 28,750,000 | |
Offering Costs Allocated To Common Stock Subject To Possible Redemption | 30,740,575 | |
Accretion of carrying value to redemption value | (59,490,575) | |
Class A ordinary shares subject to possible redemption | $ 575,000,000 |
Class A Ordinary Share Subjec_4
Class A Ordinary Share Subject To Possible Redemption - Additional Information (Detail) - Common Class A [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Temporary Equity [Line Items] | ||
Temporary Equity shares authorized | 400,000,000 | |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | |
Temporary equity voting rights | one | |
Temporary Equity, Shares Outstanding | 57,500,000 | 57,500,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - $ / shares | Jun. 10, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Preferred shares authorised | 1,000,000 | 1,000,000 | |
Preferred shares issued | 0 | 0 | |
Preferred shares outstanding | 0 | 0 | |
Preferred Stock [Member] | |||
Preferred shares authorised | 1,000,000 | 1,000,000 | |
Preferred shares issued | 0 | ||
Preferred shares outstanding | 0 | ||
Common Class A [Member] | |||
Ordinary shares authorised | 400,000,000 | 400,000,000 | |
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 | |
Ordinary shares issued | 0 | 0 | |
Shares issued during the period new issues shares | 57,500,000 | 57,500,000 | |
Ordinary shares outstanding | 0 | 0 | |
Temporary Equity, Shares Outstanding | 57,500,000 | 57,500,000 | |
Preferred shares issued | 0 | ||
Preferred shares outstanding | 0 | ||
Common Class B [Member] | |||
Ordinary shares authorised | 40,000,000 | 40,000,000 | |
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 | |
Ordinary shares issued | 14,375,000 | 14,375,000 | |
Shares issued during the period new issues shares | 14,375,000 | ||
Ordinary shares outstanding | 14,375,000 | 14,375,000 |
Fair Value Measurements - Summ
Fair Value Measurements - Summary of Financial Assets that are Measured at Fair Value on a Recurring Basis (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 [Member] | Derivative Warrant Liabilities [Member] | Public Warrants Member [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative warrant liabilities | $ 23,812,670 | $ 43,508,330 |
Level 1 [Member] | Money Market Funds [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Investments held in Trust Account | 575,487,805 | |
Level 1 [Member] | US Treasury Securities [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative warrant liabilities | 575,282,641 | |
Level 3 [Member] | Derivative Warrant Liabilities [Member] | Private Warrants Member [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative warrant liabilities | $ 28,660,780 | $ 22,003,330 |
Fair Value Measurements - Su_2
Fair Value Measurements - Summary of Financial Assets that are Measured at Fair Value on a Recurring Basis (Parenthetical) (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
US Treasury Securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash | $ 654 | $ 667 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of The Derivative Warrant Liabilities (Detail) - Warrants [Member] - Level 3 [Member] - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 0 | $ 22,003,330 |
Issuance of Public and Private Warrants - Level 3 | 43,100,000 | |
Change in fair value of derivative warrant liabilities | 7,270,000 | 6,657,450 |
Transfers of Public Warrants to Level 1 measurement | (28,366,670) | |
Ending balance | $ 22,003,330 | $ 28,660,780 |
Fair Value Measurements - Su_3
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Level 3 [Member] | Dec. 31, 2021yr | Dec. 31, 2020yr |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 17.6 | |
Volatility | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 25.5 | |
Volatility | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 10 | |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.92 | 10.89 |
Time to M&A | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.25 | 1 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.28 | 0.48 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value Level Transfer Amount | $ 0 | |
Change in fair value of derivative warrant liabilities | $ 22,411,660 | (13,038,210) |
Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liabilities | $ 13 | |
Change in fair value of derivative warrant liabilities | $ 22,400,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Feb. 23, 2022USD ($) |
Sponsor [Member] | |
Subsequent Event [Line Items] | |
Debt Instrument, Face Amount | $ 400,000 |