Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Entity Interactive Data Current | Yes | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
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 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Postal Zip Code | 10065 | |
City Area Code | 212 | |
Local Phone Number | 235-1000 | |
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-third of one redeemable warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, par value $0.0001, and one-third of 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 Class A ordinary share, each 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 Class A ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | RBAC WS | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 238,140 | $ 458,388 |
Prepaid expenses | 77,268 | 111,642 |
Total current assets | 315,408 | 570,030 |
Cash and Investments held in Trust Account | 575,535,954 | 575,487,805 |
Total Assets | 575,851,362 | 576,057,835 |
Current liabilities: | ||
Accrued expenses | 6,712,199 | 4,570,260 |
Accounts payable | 1,207,940 | 1,225,309 |
Due to related party | 124,215 | 447,271 |
Note payable - related party | 400,000 | 0 |
Total current liabilities | 8,444,354 | 6,242,840 |
Derivative warrant liabilities | 44,341,140 | 52,473,450 |
Deferred underwriting commissions | 20,125,000 | 20,125,000 |
Total liabilities | 72,910,494 | 78,841,290 |
Commitments and Contingencies | ||
Class A ordinary shares, par value $0.0001; 57,500,000 shares subject to possible redemption at $10.00 value as of March 31, 2022 and December 31, 2021 | 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 | (72,060,570) | (77,784,893) |
Total shareholders' deficit | (72,059,132) | (77,783,455) |
Total Liabilities, Class A Ordinary shares Subject to Possible Redemption and Shareholders' Deficit | 575,851,362 | 576,057,835 |
Ordinary Class A [Member] | ||
Current liabilities: | ||
Class A ordinary shares, par value $0.0001; 57,500,000 shares subject to possible redemption at $10.00 value as of March 31, 2022 and December 31, 2021 | 575,000,000 | |
Shareholders' (Deficit) | ||
Ordinary share, value | 0 | 0 |
Ordinary Class B [Member] | ||
Shareholders' (Deficit) | ||
Ordinary share, value | $ 1,438 | $ 1,438 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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] | ||
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 equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
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 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses | ||
General and administrative expenses | $ 2,381,136 | $ 497,751 |
Administrative expenses - related party | 75,000 | 75,000 |
Loss from operations | (2,456,136) | (572,751) |
Other income: | ||
Change in fair value of derivative warrant liabilities | 8,132,310 | 25,955,990 |
Net gain from investments held in Trust Account | 48,149 | 83,961 |
Total other income | 8,180,459 | 26,039,951 |
Net income | $ 5,724,323 | $ 25,467,200 |
Ordinary Class A [Member] | ||
Other income: | ||
Basic and diluted weighted average shares outstanding | 57,500,000 | 57,500,000 |
Basic and diluted net income per ordinary share | $ 0.08 | $ 0.35 |
Ordinary Class B [Member] | ||
Other income: | ||
Basic and diluted weighted average shares outstanding | 14,375,000 | 14,375,000 |
Basic and diluted net income per ordinary share | $ 0.08 | $ 0.35 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Stock [Member]Ordinary Class B [Member] |
Beginning Balance at Dec. 31, 2020 | $ (84,560,557) | $ 0 | $ (84,561,995) | $ 1,438 |
Beginning Balance (in shares) at Dec. 31, 2020 | 14,375,000 | |||
Net income | 25,467,200 | 25,467,200 | ||
Ending Balance at Mar. 31, 2021 | (59,093,357) | 0 | (59,094,795) | $ 1,438 |
Ending Balance (in shares) at Mar. 31, 2021 | 14,375,000 | |||
Beginning Balance at Dec. 31, 2021 | (77,783,455) | 0 | (77,784,893) | $ 1,438 |
Beginning Balance (in shares) at Dec. 31, 2021 | 14,375,000 | |||
Net income | 5,724,323 | 5,724,323 | ||
Ending Balance at Mar. 31, 2022 | $ (72,059,132) | $ 0 | $ (72,060,570) | $ 1,438 |
Ending Balance (in shares) at Mar. 31, 2022 | 14,375,000 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 5,724,323 | $ 25,467,200 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of derivative warrant liabilities | (8,132,310) | (25,955,990) |
Net gain from investments held in Trust Account | (48,149) | (83,961) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 34,374 | 42,953 |
Accounts payable | (17,369) | (3,028) |
Accrued expenses | 2,141,939 | 295,354 |
Due to related party | (323,056) | (92,666) |
Net cash used in operating activities | (620,248) | (330,138) |
Cash Flows from Financing Activities: | ||
Proceeds from note payable to related parties | 400,000 | 0 |
Net cash provided by financing activities | 400,000 | 0 |
Net decrease in cash | (220,248) | (330,138) |
Cash - beginning of the period | 458,388 | 1,601,324 |
Cash - end of the period | $ 238,140 | $ 1,271,186 |
Description of Organization, an
Description of Organization, and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, and 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 had 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 March 31, 2022, the Company had not yet commenced operations. All activity for the period from June 10, 2020 (inception) through March 31, 2022, 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 generates 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 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. The Company’s initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to 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 business combination. However, the Company will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, 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 business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a business combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per share, plus any 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 In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination and a majority of the shares voted are voted in favor of the business combination. If a shareholder vote is not required by 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”) 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 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 agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a business combination or to redeem 100% of its Public Shares if the Company does not complete a business combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a business combination by August 17, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days 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 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 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 $10.00 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) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. 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”), which was later amended on March 28, 2022, 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-Ks The obligations of the parties to consummate the transactions contemplated by the Business Combination Agreement (together with the other agreements and transactions contemplated by the Business Combination Agreement, the “Business Combination”) are subject to the satisfaction or waiver of certain customary closing conditions. On May 10 1 1 Going Concern Consideration 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 March 31, 2022, the Company had approximately $238,000 in cash held outside Trust Account and a working capital deficit of $ 8.1 In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, 1 Specific dates are current estimates and are subject to update to reflect actual timing of the effective date. Management intends to complete the proposed Business Combination with SeatGeek prior to August 17, 2022. The Sponsor continues to have cash on hand that could be available for loans to the Company. The Sponsor has no obligation to provide further funding to the Company. Management believes it could obtain additional funding from the Sponsor. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 17, 2022 Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K 10-K”). 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 Use of Estimates The preparation of unaudited condensed 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 unaudited condensed 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 unaudited condensed 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 March 31, 2022 and December 31, 2021. 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 Deposit Insurance Corporation 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 condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain/(loss) from investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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 March 31, 2022 and December 31, 2021, 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. See Note 9 for the fair value of the warrant liabilities. 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 March 31, 2022 and December 31, 2021, 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 condensed 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 period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Net Income 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. This presentation assumes a business combination as the most likely outcome. Net income per ordinary share is calculated by dividing the net income 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 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 per share for each class of ordinary shares: For the Three Months Ended March 31, 2022 For the Three Months Ended March 31, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 4,579,458 $ 1,144,865 $ 20,373,760 $ 5,093,440 Denominator: Basic and diluted weighted average ordinary shares outstanding 57,500,000 14,375,000 57,500,000 14,375,000 Basic and diluted net income per ordinary share $ 0.08 $ 0.08 $ 0.35 $ 0.35 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 unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
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 | 3 Months Ended |
Mar. 31, 2022 | |
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 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 business combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial business combination that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any Founder Shares. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading 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 business combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be 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 business combination. Related Party Loans On June 10, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “First Note”). The First Note was non-interest On February 23, 2022, the Sponsor funded a loan to the Company in the principal amount of $400,000 and the Company issued a promissory note (the “Second Note”) in like principal amount to the Sponsor. The Second 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 Second Note. 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 completes 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. As of March 31, 2022 and December 31, 2021, there is no outstanding Working Capital Loan. Due to Related Party In addition to providing funds to the Company, the Sponsor also paid for expenses on behalf of the Company. As of March 31, 2022 and December 31, 2021, outstanding balance for such advances were approximately $124,000 and $447,000, respectively, included in due to related party in current liabilities, on the accompanying condensed consolidated balance sheets. 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, the Company will pay $100,000 to Mr. Scudamore upon the completion of the business combination. This amount has not been reflected in the accompanying condensed consolidated balance sheets as it is contingent upon the success of a business combination. Administrative Support Agreement On August 12, 2020, the Company entered into an agreement with the Sponsor, pursuant to which the Company agreed to pay the Sponsor a total of $25,000 per month 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 $75,000 of such fees in the three months ended March 31, 2022 and 2021, included as administrative fees-related party on the accompanying unaudited condensed consolidated statements of operations. As of March 31, 2022 and December 31, 2021, the Company had an outstanding unpaid balance of $50,000 and $125,000 in connection with such fees, respectively, included within the due to related party on the accompanying condensed consolidated balance sheets included as Item 1 to this Quarterly Report on Form 10-Q. |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
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 Business Combination, subject to the terms of the underwriting agreement. 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, 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 March 31, 2022 and 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 condensed consolidated balance sheets. There can be no assurances that the Company will complete a business combination. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | NOTE 6. DERIVATIVE WARRANT LIABILITIES As of March 31, 2022 and 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 business combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial business combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The 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 business combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable The warrant has an exercise price of $11.50 per share and will expire five years after the completion of a business combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. 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 business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Class A Ordinary Share Subject
Class A Ordinary Share Subject To Possible Redemption | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021, 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 condensed consolidated balance sheets. 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 | 3 Months Ended |
Mar. 31, 2022 | |
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 | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021, by level within the fair value hierarchy: Fair Value Measured as of March 31, 2022 Description Quoted Prices Significant Significant Assets: Investments held in Trust Account Money Market Funds (1) $ 575,535,954 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 16,291,670 $ — $ — Derivative warrant liabilities - Private warrants $ — $ — $ 28,049,470 Fair Value Measured as of December 31, 2021 Description Quoted Prices Significant Significant 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 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 three months ended March 31, 2022. 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 three months ended March 31, 2022 and 2021, the Company recognized income from the change in the fair value of derivative warrant liabilities of approximately $8.1 million and $26.0 million, respectively, resulting from a decrease in the fair value of the derivative warrant liabilities, as presented on the accompanying condensed consolidated statements of operations. The change in the fair value of the derivative warrant liabilities, measured using level 3 inputs March 31, 2022 and 2021 is summarized as follows: Derivative warrant liabilities - Level 3, at December 31, 2021 $ 28,660,780 Change in fair value of derivative warrant liabilities (611,310 ) Derivative warrant liabilities - Level 3, at March 31, 2022 $ 28,049,470 Derivative warrant liabilities - Level 3, at December 31, 2020 $ 22,003,330 Change in fair value of derivative warrant liabilities (8,514,330 ) Derivative warrant liabilities - Level 3, at March 31, 2021 $ 13,489,000 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 March 31, 2022 As of December 31, 2021 Exercise price $ 11.50 $ 11.50 Volatility 10.60 % 17.6 % Stock price $ 9.93 $ 9.92 Time to M&A 0.17 0.25 Risk-free rate 2.42 % 1.28 % 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 | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the unaudited condensed consolidated balance sheet date up to the date the unaudited condensed consolidated financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements that have not previously been disclosed within the unaudited condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K 10-K”). |
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 |
Use of estimates | Use of Estimates The preparation of unaudited condensed 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 unaudited condensed 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 unaudited condensed 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 March 31, 2022 and December 31, 2021. |
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 Deposit Insurance Corporation 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 condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain/(loss) from investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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. As of March 31, 2022 and December 31, 2021, 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. See Note 9 for the fair value of the warrant liabilities. |
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 March 31, 2022 and December 31, 2021, 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 condensed consolidated balance sheets. paid-in |
Net income per ordinary share | Net Income 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. This presentation assumes a business combination as the most likely outcome. Net income per ordinary share is calculated by dividing the net income 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 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 per share for each class of ordinary shares: For the Three Months Ended March 31, 2022 For the Three Months Ended March 31, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 4,579,458 $ 1,144,865 $ 20,373,760 $ 5,093,440 Denominator: Basic and diluted weighted average ordinary shares outstanding 57,500,000 14,375,000 57,500,000 14,375,000 Basic and diluted net income per ordinary share $ 0.08 $ 0.08 $ 0.35 $ 0.35 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 |
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 unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent accounting pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements. |
Going Concern Consideration | Going Concern Consideration 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 March 31, 2022, the Company had approximately $238,000 in cash held outside Trust Account and a working capital deficit of $ 8.1 In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, 1 Specific dates are current estimates and are subject to update to reflect actual timing of the effective date. Management intends to complete the proposed Business Combination with SeatGeek prior to August 17, 2022. The Sponsor continues to have cash on hand that could be available for loans to the Company. The Sponsor has no obligation to provide further funding to the Company. Management believes it could obtain additional funding from the Sponsor. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 17, 2022 |
Risks And Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 per share for each class of ordinary shares: For the Three Months Ended March 31, 2022 For the Three Months Ended March 31, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 4,579,458 $ 1,144,865 $ 20,373,760 $ 5,093,440 Denominator: Basic and diluted weighted average ordinary shares outstanding 57,500,000 14,375,000 57,500,000 14,375,000 Basic and diluted net income per ordinary share $ 0.08 $ 0.08 $ 0.35 $ 0.35 |
Class A Ordinary Share Subjec_2
Class A Ordinary Share Subject To Possible Redemption (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021, by level within the fair value hierarchy: Fair Value Measured as of March 31, 2022 Description Quoted Prices Significant Significant Assets: Investments held in Trust Account Money Market Funds (1) $ 575,535,954 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 16,291,670 $ — $ — Derivative warrant liabilities - Private warrants $ — $ — $ 28,049,470 Fair Value Measured as of December 31, 2021 Description Quoted Prices Significant Significant 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 |
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 March 31, 2022 and 2021 is summarized as follows: Derivative warrant liabilities - Level 3, at December 31, 2021 $ 28,660,780 Change in fair value of derivative warrant liabilities (611,310 ) Derivative warrant liabilities - Level 3, at March 31, 2022 $ 28,049,470 Derivative warrant liabilities - Level 3, at December 31, 2020 $ 22,003,330 Change in fair value of derivative warrant liabilities (8,514,330 ) Derivative warrant liabilities - Level 3, at March 31, 2021 $ 13,489,000 |
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 March 31, 2022 As of December 31, 2021 Exercise price $ 11.50 $ 11.50 Volatility 10.60 % 17.6 % Stock price $ 9.93 $ 9.92 Time to M&A 0.17 0.25 Risk-free rate 2.42 % 1.28 % Dividend yield 0.0 % 0.0 % |
Description of Organization, Bu
Description of Organization, Business Operations - Additional Information (Detail) - USD ($) | Aug. 17, 2020 | Mar. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
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 | |||
Cash in operating bank account | $ 238,000 | |||
Net working capital | $ 8,100,000 | |||
Percentage of the public shares redeemable in case business combination is not consummated | 100.00% | |||
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 | |||
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 | ||
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 | |||
Proceeds from initial public offer gross | $ 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 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income | $ 4,579,458 | $ 20,373,760 |
Denominator: | ||
Basic and diluted weighted average ordinary shares outstanding | 57,500,000 | 57,500,000 |
Basic and diluted net income per ordinary share | $ 0.08 | $ 0.35 |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income | $ 1,144,865 | $ 5,093,440 |
Denominator: | ||
Basic and diluted weighted average ordinary shares outstanding | 14,375,000 | 14,375,000 |
Basic and diluted net income per ordinary share | $ 0.08 | $ 0.35 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 7 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Cash insured with federal insurance corporation | $ 250,000 | ||
Cash equivalents | $ 0 | $ 0 | |
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 | Mar. 31, 2022 | Dec. 31, 2021 |
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 | ||
Proceeds from initial public offer gross | $ 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 ($) | Aug. 12, 2020 | Jun. 10, 2020 | Mar. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | Feb. 23, 2022 | 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 | 124,215 | 447,271 | ||||||
Business Combination, Contingent Consideration, Liability | 100,000 | |||||||
Working Capital Facility [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to Related Party | 0 | 0 | ||||||
Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to Related Party | $ 400,000 | |||||||
Debt Instrument, Face Amount | $ 400,000 | |||||||
Accounts Payable [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accrued business combination monthly fees | 75,000 | |||||||
Other Current Liabilities [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to related parties | $ 124,000 | $ 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 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 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 |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Aug. 17, 2020 | Mar. 31, 2022 |
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) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
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 | 9,566,667 | |
Warrant exercise price | $ 11.50 | |
Warrant term | 5 years | |
Public Warrants [Member] | ||
Class of warrant or right outstanding | 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 ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||
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 Class A ordinary shares 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 | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||
Temporary Equity shares authorized | 400,000,000 | |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 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 | Mar. 31, 2022 | 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 | 0 | |
Preferred shares outstanding | 0 | 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 | |
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 ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Level 1 [Member] | Derivative Warrant Liabilities [Member] | Public Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative warrant liabilities | $ 16,291,670 | $ 23,812,670 |
Level 1 [Member] | Money Market Funds [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Investments held in Trust Account Money Market Funds | 575,535,954 | 575,487,805 |
Level 3 [Member] | Derivative Warrant Liabilities [Member] | Private Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative warrant liabilities | $ 28,049,470 | $ 28,660,780 |
Fair Value Measurements - Su_2
Fair Value Measurements - Summary of Financial Assets that are Measured at Fair Value on a Recurring Basis (Parenthetical) (Detail) | Mar. 31, 2022USD ($) |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Cash | $ 238,000 |
US Treasury Securities | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Cash | $ 654 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of The Derivative Warrant Liabilities (Detail) - Warrants [Member] - Level 3 [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 28,660,780 | $ 22,003,330 |
Change in fair value of derivative warrant liabilities | (611,310) | (8,514,330) |
Ending balance | $ 28,049,470 | $ 13,489,000 |
Fair Value Measurements - Su_3
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Level 3 [Member] | Mar. 31, 2022 | Dec. 31, 2021 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 10.60 | 17.6 |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.93 | 9.92 |
Time to M&A | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.17 | 0.25 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 2.42 | 1.28 |
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 ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value Level Transfer Amount | $ 0 | |
Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liabilities | $ 8,100,000 | $ 26,000,000 |