Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2022 | |
Document and Entity Information | |
Document Type | S-4/A |
Entity Central Index Key | 0001820872 |
Entity Registrant Name | Global Business Travel Group, Inc. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Flag | false |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||||||
Cash | $ 446,000,000 | $ 516,000,000 | ||||
Prepaid expenses | 49,000,000 | 42,000,000 | ||||
Total current assets | 1,284,000,000 | 1,052,000,000 | ||||
Total assets | 3,851,000,000 | 3,771,000,000 | ||||
Current liabilities: | ||||||
Total current liabilities | 777,000,000 | 721,000,000 | ||||
Total liabilities | 2,585,000,000 | 2,277,000,000 | ||||
Commitments and contingencies (Note 7) | ||||||
Shareholders' deficit: | ||||||
Additional paid-in capital | 244,000,000 | 2,560,000,000 | ||||
Accumulated deficit | (128,000,000) | (1,065,000,000) | ||||
Total equity of the Company's stockholders | 86,000,000 | 1,333,000,000 | ||||
Total liabilities, preferred shares, and stockholders' equity | 3,851,000,000 | 3,771,000,000 | ||||
Apollo Strategic Growth Capital | ||||||
Current assets: | ||||||
Cash | $ 80,242 | 161,277 | $ 257,872 | |||
Prepaid expenses | 336,193 | 495,915 | 1,125,255 | |||
Total current assets | 416,435 | 657,192 | 1,383,127 | |||
Investments held in Trust Account | 817,678,426 | 817,356,537 | 816,985,533 | |||
Total assets | 818,094,861 | 818,013,729 | 818,368,660 | |||
Current liabilities: | ||||||
Accounts payable and accrued offering costs | 5,594,897 | 6,560,426 | 383,164 | |||
Advances from related party | 4,258,589 | 2,040,211 | 373,517 | $ 0 | ||
Note payable - Sponsor | 5,800,000 | 5,800,000 | 1,500,000 | |||
Total current liabilities | 15,653,486 | 14,400,637 | 2,256,681 | |||
Derivative warrant liabilities | 60,098,285 | 55,943,533 | 74,642,310 | |||
Deferred underwriting compensation | 28,588,350 | 28,588,350 | 28,588,350 | |||
Total liabilities | 104,340,121 | 98,932,520 | 105,487,341 | |||
Commitments and contingencies (Note 7) | ||||||
Temporary Equity: | ||||||
Class A ordinary shares subject to possible redemption; 81,681,000 shares (at $10.00 per share) as of March 31, 2022 and December 31, 2021 | 816,810,000 | 816,810,000 | 816,810,000 | |||
Shareholders' deficit: | ||||||
Preferred shares, $0.00005 par value; 1,000,000 shares authorized; none issued and outstanding | ||||||
Accumulated deficit | (103,056,281) | (97,729,812) | (103,929,702) | |||
Total equity of the Company's stockholders | (103,055,260) | (97,728,791) | $ (83,645,535) | (103,928,681) | $ 1,854 | |
Total liabilities, preferred shares, and stockholders' equity | 818,094,861 | 818,013,729 | 818,368,660 | |||
Class A common stock | ||||||
Shareholders' deficit: | ||||||
Ordinary shares | ||||||
Class A common stock | Apollo Strategic Growth Capital | ||||||
Temporary Equity: | ||||||
Class A ordinary shares subject to possible redemption; 81,681,000 shares (at $10.00 per share) as of March 31, 2022 and December 31, 2021 | 816,810,000 | 816,810,000 | 816,810,000 | |||
Shareholders' deficit: | ||||||
Ordinary shares | ||||||
Class B common stock | ||||||
Shareholders' deficit: | ||||||
Ordinary shares | ||||||
Class B common stock | Apollo Strategic Growth Capital | ||||||
Shareholders' deficit: | ||||||
Ordinary shares | $ 1,021 | $ 1,021 | $ 1,021 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class A common stock subject to possible redemption, issued (in shares) | 1,500,000 | ||||
Temporary Equity, Shares Outstanding | 1,500,000 | ||||
Apollo Strategic Growth Capital | |||||
Preferred stock, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | |
Class A common stock | |||||
Common shares, par value, (per share) | $ 0.0001 | ||||
Common shares, shares authorized | 3,000,000,000 | ||||
Common shares, shares issued | 56,945,033 | ||||
Shares outstanding | 56,945,033 | ||||
Class A common stock | Apollo Strategic Growth Capital | |||||
Class A common stock subject to possible redemption, issued (in shares) | 81,681,000 | 81,681,000 | |||
Shares subject to possible redemption, redemption value per share | $ 10 | $ 10 | |||
Common shares, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 | ||
Common shares, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||
Common shares, shares issued | 0 | 0 | 0 | ||
Shares outstanding | 0 | 0 | 0 | ||
Class B common stock | |||||
Common shares, par value, (per share) | $ 0.0001 | ||||
Common shares, shares authorized | 3,000,000,000 | ||||
Common shares, shares issued | 394,448,481 | ||||
Shares outstanding | 394,448,481 | ||||
Class B common stock | Apollo Strategic Growth Capital | |||||
Common shares, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 | ||
Common shares, shares authorized | 60,000,000 | 60,000,000 | 60,000,000 | ||
Common shares, shares issued | 20,420,250 | 20,420,250 | 20,420,250 | 20,420,250 | |
Shares outstanding | 20,420,250 | 20,420,250 | 20,420,250 | 20,420,250 | |
Class A Ordinary Shares Subject to Redemption | Apollo Strategic Growth Capital | |||||
Shares subject to possible redemption, redemption value per share | $ 10 | $ 10 | |||
Temporary Equity, Shares Outstanding | 81,681,000 | 81,681,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenue | $ 486,000,000 | $ 153,000,000 | $ 836,000,000 | $ 279,000,000 | |||||
EXPENSES | |||||||||
General and administrative | 89,000,000 | 41,000,000 | 154,000,000 | 80,000,000 | |||||
Total operating expenses | 505,000,000 | 267,000,000 | 951,000,000 | 522,000,000 | |||||
OTHER INCOME (EXPENSES) | |||||||||
Interest expense | (24,000,000) | $ (13,000,000) | (43,000,000) | (24,000,000) | |||||
Change in fair value of derivative warrant liabilities | (13,000,000) | (13,000,000) | |||||||
TOTAL OTHER INCOME (EXPENSES) | $ 2,000,000 | $ 2,000,000 | $ 5,000,000 | ||||||
Weighted Average Number of Shares Outstanding, Basic | 48,867,969 | 48,867,969 | |||||||
Weighted Average Number of Shares Outstanding, Diluted | 444,320,221 | 444,320,221 | |||||||
Earnings Per Share, Basic | $ 0.44 | $ 0.44 | |||||||
Earnings Per Share, Diluted | $ (0.21) | ||||||||
Apollo Strategic Growth Capital | |||||||||
Total revenue | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
EXPENSES | |||||||||
Administrative fee - related party | 50,001 | 50,647 | 200,650 | 46,669 | |||||
General and administrative | 1,441,567 | 4,592,167 | 12,663,776 | 536,614 | 1,853 | ||||
Total operating expenses | 1,491,568 | 4,642,814 | 12,864,426 | 583,283 | 1,853 | ||||
OTHER INCOME (EXPENSES) | |||||||||
Investment income from Trust Account | 321,889 | 141,517 | 371,004 | 175,533 | |||||
Interest expense | (2,038) | (615) | (5,465) | (414) | |||||
Transaction costs allocable to warrant liability | (2,344,508) | 0 | (2,344,508) | 0 | |||||
Change in fair value of derivative warrant liabilities | (4,154,752) | 24,785,058 | 18,698,777 | (16,889,088) | |||||
TOTAL OTHER INCOME (EXPENSES) | (3,834,901) | 24,925,960 | 19,064,316 | (19,058,477) | |||||
Net (loss) income | $ (5,326,469) | $ 20,283,146 | $ 6,199,890 | $ (19,641,760) | $ (1,853) | ||||
Class A common stock | Apollo Strategic Growth Capital | |||||||||
OTHER INCOME (EXPENSES) | |||||||||
Weighted Average Number of Shares Outstanding, Basic | 81,681,000 | 81,681,000 | 81,681,000 | 18,828,526 | |||||
Weighted Average Number of Shares Outstanding, Diluted | 81,681,000 | 81,681,000 | 81,681,000 | 18,828,526 | |||||
Earnings Per Share, Basic | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | |||||
Earnings Per Share, Diluted | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | |||||
Class B common stock | Apollo Strategic Growth Capital | |||||||||
OTHER INCOME (EXPENSES) | |||||||||
Weighted Average Number of Shares Outstanding, Basic | 20,420,250 | 20,420,250 | 20,420,250 | 18,983,377 | 18,750,000 | ||||
Weighted Average Number of Shares Outstanding, Diluted | 20,420,250 | 20,420,250 | 20,420,250 | 18,983,377 | 18,750,000 | ||||
Earnings Per Share, Basic | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | $ 0 | ||||
Earnings Per Share, Diluted | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | $ 0 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Class A common stock Common Stock | Class B common stock Common Stock Apollo Strategic Growth Capital | Class B common stock Common Stock | Additional paid-in capital Apollo Strategic Growth Capital | Accumulated deficit Apollo Strategic Growth Capital | Apollo Strategic Growth Capital | Total |
Balance at the beginning at Dec. 31, 2018 | $ 1,078 | $ 27,117 | $ (28,195) | ||||
Beginning balance (in shares) at Dec. 31, 2018 | 21,562,500 | ||||||
Capital contributions | 3,707 | $ 3,707 | |||||
Net income | (1,853) | (1,853) | |||||
Balance at the end at Dec. 31, 2019 | $ 1,078 | 30,824 | (30,048) | 1,854 | |||
Ending balance (in shares) at Dec. 31, 2019 | 21,562,500 | ||||||
Excess of proceeds received over fair value of private warrant liabilities | 328,959 | 328,959 | |||||
Forfeiture of Class B ordinary shares by Sponsor | $ (57) | 57 | |||||
Forfeiture of Class B ordinary shares by Sponsor (in shares) | (1,142,250) | ||||||
Accretion of Class A ordinary shares subject to possible redemption amount | (359,840) | (84,257,894) | (84,617,734) | ||||
Net income | $ 0 | 0 | (19,641,760) | (19,641,760) | |||
Balance at the end at Dec. 31, 2020 | $ 1,021 | 0 | (103,929,702) | (103,928,681) | |||
Ending balance (in shares) at Dec. 31, 2020 | 20,420,250 | ||||||
Net income | 20,283,146 | 20,283,146 | |||||
Balance at the end at Mar. 31, 2021 | $ 1,021 | (83,646,556) | (83,645,535) | ||||
Ending balance (in shares) at Mar. 31, 2021 | 20,420,250 | ||||||
Balance at the beginning at Dec. 31, 2020 | $ 1,021 | 0 | (103,929,702) | (103,928,681) | |||
Beginning balance (in shares) at Dec. 31, 2020 | 20,420,250 | ||||||
Balance at the beginning at Dec. 31, 2020 | $ 1,021 | 0 | (103,929,702) | (103,928,681) | |||
Beginning balance (in shares) at Dec. 31, 2020 | 20,420,250 | ||||||
Net income | $ 0 | 0 | 6,199,890 | 6,199,890 | |||
Balance at the end at Dec. 31, 2021 | $ 1,021 | 0 | (97,729,812) | (97,728,791) | $ 1,333,000,000 | ||
Ending balance (in shares) at Dec. 31, 2021 | 20,420,250 | ||||||
Balance at the beginning at Mar. 31, 2021 | $ 1,021 | (83,646,556) | (83,645,535) | ||||
Beginning balance (in shares) at Mar. 31, 2021 | 20,420,250 | ||||||
Balance at the beginning at Dec. 31, 2021 | $ 1,021 | 0 | (97,729,812) | (97,728,791) | 1,333,000,000 | ||
Beginning balance (in shares) at Dec. 31, 2021 | 20,420,250 | ||||||
Net income | (5,326,469) | (5,326,469) | |||||
Balance at the end at Mar. 31, 2022 | $ 1,021 | (103,056,281) | (103,055,260) | ||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | 20,420,250 | 0 | ||||
Balance at the beginning at Dec. 31, 2021 | $ 1,021 | $ 0 | (97,729,812) | (97,728,791) | 1,333,000,000 | ||
Beginning balance (in shares) at Dec. 31, 2021 | 20,420,250 | ||||||
Balance at the end at Jun. 30, 2022 | 86,000,000 | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 56,945,033 | 394,448,481 | |||||
Balance at the beginning at Mar. 31, 2022 | $ 1,021 | $ (103,056,281) | $ (103,055,260) | ||||
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 20,420,250 | 0 | ||||
Balance at the end at Jun. 30, 2022 | $ 86,000,000 | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 56,945,033 | 394,448,481 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities: | |||||||||
Net (loss) income | $ (2,000,000) | $ (91,000,000) | $ (55,000,000) | $ (114,000,000) | $ (93,000,000) | $ (169,000,000) | |||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||||||||
Change in fair value of derivative warrant liabilities | 13,000,000 | 13,000,000 | |||||||
Changes in operating assets and liabilities: | |||||||||
Accounts payable and accrued expenses | 114,000,000 | (53,000,000) | |||||||
Net cash used in operating activities | (309,000,000) | (236,000,000) | |||||||
Cash Flows From Investing Activities: | |||||||||
Net cash used in investing activities | (42,000,000) | (71,000,000) | |||||||
Cash Flows From Financing Activities: | |||||||||
Net cash from financing activities | 298,000,000 | 187,000,000 | |||||||
Net decrease in cash, cash equivalents and restricted cash | (69,000,000) | (121,000,000) | |||||||
Cash, cash equivalents and restricted cash, beginning of period | 525,000,000 | 593,000,000 | 525,000,000 | 593,000,000 | $ 593,000,000 | ||||
Cash, cash equivalents and restricted cash, end of period | 456,000,000 | 472,000,000 | 456,000,000 | 472,000,000 | 525,000,000 | $ 593,000,000 | |||
Apollo Strategic Growth Capital | |||||||||
Cash Flows From Operating Activities: | |||||||||
Net (loss) income | (5,326,469) | 20,283,146 | 6,199,890 | (19,641,760) | $ (1,853) | ||||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||||||||
Investment income earned on investment held in Trust Account | (321,889) | (141,517) | (371,004) | (175,533) | |||||
Formation and organization costs paid by related parties | 27,607 | 3,707 | |||||||
Costs associated with warrant liabilities | 2,344,508 | ||||||||
Change in fair value of derivative warrant liabilities | 4,154,752 | (24,785,058) | (18,698,777) | 16,889,088 | |||||
Changes in operating assets and liabilities: | |||||||||
Prepaid expenses | 159,722 | 150,174 | 629,340 | (1,123,401) | (1,854) | ||||
Accounts payable and accrued expenses | (965,529) | 4,138,691 | 6,179,734 | (761,757) | |||||
Advances from Related Parties | 2,218,378 | 2,035,989 | |||||||
Net cash used in operating activities | (81,035) | (354,564) | (4,024,828) | (2,441,248) | 0 | ||||
Cash Flows From Investing Activities: | |||||||||
Cash deposited into Trust Account | (816,810,000) | ||||||||
Net cash used in investing activities | 0 | (816,810,000) | 0 | ||||||
Cash Flows From Financing Activities: | |||||||||
Proceeds from sale of Private Placement Warrants | 18,336,200 | ||||||||
Payment of underwriter commissions | (16,336,200) | ||||||||
Proceeds from Sponsor note | 800,000 | 4,300,000 | 1,500,000 | ||||||
Repayment of advances from Sponsor | 371,767 | 371,767 | |||||||
Net cash from financing activities | 428,233 | 3,928,233 | 819,509,120 | 0 | |||||
Net decrease in cash, cash equivalents and restricted cash | (81,035) | 73,669 | (96,595) | 257,872 | |||||
Cash, cash equivalents and restricted cash, beginning of period | $ 80,242 | 161,277 | $ 331,541 | 257,872 | $ 161,277 | $ 257,872 | 257,872 | 0 | 0 |
Cash, cash equivalents and restricted cash, end of period | $ 80,242 | $ 331,541 | $ 161,277 | 257,872 | 0 | ||||
Supplemental disclosure of non-cash financing activities: | |||||||||
Deferred underwriters' commissions charged to temporary equity in connection with the Public Offering | 28,588,350 | ||||||||
Deferred offering costs paid by related party | 345,910 | $ 3,707 | |||||||
Accrued offering costs which were charged to temporary equity | $ 1,144,924 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Apollo Strategic Growth Capital | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Organizational and General Apollo Strategic Growth Capital (formerly known as APH III (Sub I), Ltd.) (the “ Company Initial Business Combination At March 31, 2022, the Company had not commenced any operations. All activity for the period from October 10, 2008 through March 31, 2022 relates to the Company’s formation and the initial public offering (the “Public Offering”) described below and search for a target company. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the net proceeds derived from the Public Offering. Sponsor and Public Offering On October 6, 2020, the Company consummated the Public Offering of 75,000,000 units, $0.00005 par value at a price of $10.00 per unit (the “ Units Sponsor Private Placement Warrants Trust Account Completion Window On November 10, 2020, the Company consummated the closing of the sale of 6,681,000 additional Units at a price of $10 per unit upon receiving notice of the underwriters’ election to partially exercise their overallotment option (“ Overallotment Units The Company intends to finance its Initial Business Combination with proceeds from the Public Offering, the Private Placement, debt or a combination of the foregoing. Trust Account The proceeds held in the Trust Account are invested only in U.S. government securities with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest only in direct U.S. government treasury obligations, as determined by the Company. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. At March 31, 2022, the proceeds of the Public Offering were held in U.S. government securities, as specified above. The Company’s amended and restated memorandum and articles of association provides that, other than the withdrawal of interest to pay its tax obligations (the “ Permitted Withdrawals Public Shares Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. See “Recent Developments” below and “Item 1.Business” of our Annual Report for the year ended December 31, 2021 for more information regarding the pending Initial Business Combination with GBT JerseyCo Limited. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under New York Stock Exchange (“ NYSE If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a shareholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to make Permitted Withdrawals. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to make Permitted Withdrawals (less up to $100,000 of such net interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within the Completion Window. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquire Class A ordinary shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of ordinary share, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Going Concern Considerations, Liquidity and Capital Resources As of March 31, 2022, the Company had investments held in the Trust Account of $817,678,426 principally invested in U.S. government securities. Interest income on the balance in the Trust Account may be used by the Company to pay taxes, and to pay up to $100,000 of any dissolution expenses. As of March 31, 2022, the Company does not have sufficient liquidity to meet its future obligations. As of March 31, 2022, the Company had a working capital deficit of approximately $15.2 million, current liabilities of $15.7 million and had cash of approximately $80,000. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete its Initial Business Combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete the Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. If an Initial Business Combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price or requires the Company to have a minimum amount of cash at closing, the Company will need to reserve a portion of the cash in the Trust Account to meet such requirements or arrange for third-party financing. The Company is required to complete an Initial Business Combination within the Completion Window. If the Company is unable to complete an Initial Business Combination within the Completion Window, 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 thereafter, and subject to having lawfully available funds therefore, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish the public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the Trust Account in the event the Company does not complete an Initial Business Combination within the Completion Window 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 public shares. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these condensed financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ ASU Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern Recent Developments GBT Business Combination On December 2, 2021, the Company entered into a Business Combination Agreement (the “ Business Combination Agreement GBT PubCo Up-C structure Pursuant to, and in accordance with the terms, and subject to the conditions, of the Business Combination Agreement, the Company will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by effecting a deregistration under the Cayman Islands Companies Act (2021 Revision), as amended, and a domestication under Section 388 of the General Corporation Law of the State of Delaware, as amended. Earnout Pursuant to the Business Combination Agreement and on the terms and subject to the conditions thereof, the holders of GBT Ordinary Shares, GBT Preferred Shares, GBT Profit Shares, GBT MIP Shares and certain legacy GBT MIP Options will also receive an aggregate of 15,000,000 “earnout” shares in the form of equity interests of GBT following the Closing. PIPE Subscription Agreements On December 2, 2021, concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “ PIPE Subscription Agreements PIPE Investors PIPE Investment Acquiror Class B Common Stock Subscription Agreement In connection with the Business Combination Agreement, PubCo and GBT will enter into a subscription agreement (the “ Acquiror Class B Common Stock Subscription Agreement GBT Subscription Acquiror Class B Common Stock Purchase Price Acquiror Subscribed Ordinary Shares Subscription Agreement In connection with the Business Combination Agreement, GBT and PubCo will enter into a subscription agreement (the “ Acquiror Subscribed Ordinary Shares Subscription Agreement PubCo will subscribe for and purchase from GBT, OpCo A Ordinary Shares and one OpCo Z Ordinary Share in exchange for the Acquiror Subscribed Ordinary Shares Purchase Price. Acquiror Class B Common Stock Distribution Agreement In connection with the Business Combination Agreement, GBT and the Continuing JerseyCo Owners will enter into a distribution agreement (the “ Acquiror Class B Common Stock Distribution Agreement Sponsor Support Agreement In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, members of our board of directors and management (the “ Insiders Sponsor Support Agreement Sponsor Side Letter In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, APSG and GBT entered into a letter agreement (the “ Sponsor Side Letter In addition, pursuant to the Sponsor Side Letter, the Sponsor has agreed that 13,631,318 of the shares of Domesticated Acquiror Class A Common Stock issued to the Sponsor at the Closing (the “ Sponsor Shares Company Holders Support Agreement In connection with the Business Combination Agreement, on December 2, 2021, the Continuing JerseyCo Owners and GBT entered into a support agreement (the “ Company Holders Support Agreement prevent or nullify, or materially delay or materially impair the ability of GBT to perform its obligations under, any provision of the Business Combination Agreement or the transaction documents, (b) result in any of the conditions to Closing not being satisfied or (c) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Continuing JerseyCo Owners contained in the Company Holders Support Agreement. Each of the Continuing JerseyCo Owners also agreed not to sell any of its GBT Ordinary Shares, GBT Preferred Shares or GBT Profit Shares (other than to certain permitted transferees) during the pre-Closing period. Further, each Continuing JerseyCo Owner has agreed to comply with certain provisions of the Business Combination Agreement, including the provisions regarding non-solicitation and publicity, as if they were GBT with respect to such provisions, and to execute and deliver on the date of Closing, the Shareholders Agreement, the Acquiror Class B Common Stock Distribution Agreement, the Exchange Agreement (as defined below) and the Amended and Restated Registration Rights Agreement (as defined below). Additionally, each Continuing JerseyCo Owner has agreed not to transfer, until the 180th day following the Closing (the “ UW Lock-Up Release Date Amex Holdco and its affiliates have also agreed to use their reasonable best efforts to enter into definitive agreements with GBT in respect of certain commercial arrangements. Amended and Restated Registration Rights Agreement At the Closing, PubCo, the Sponsor, the Insiders and the Continuing JerseyCo Owners (collectively, the “ Holders Amended and Restated Registration Rights Agreement Exchange Agreement At the Closing, PubCo, GBT and the Continuing JerseyCo Owners will enter into an exchange agreement (the “ Exchange Agreement Shareholders Agreement At Closing, PubCo, GBT, American Express Travel Holdings Netherlands Coöperatief U.A., Juweel Investors (SPC) Limited and Expedia will enter into a shareholders agreement (the “ Shareholders Agreement | NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Organizational and General Apollo Strategic Growth Capital (formerly known as APH III (Sub I), Ltd.) (the “ Company Initial Business Combination At December 31, 2021, the Company had not commenced any operations. All activity for the period from October 10, 2008 through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Public Offering”) described below and search for a target company. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the net proceeds derived from the Public Offering. The Company has selected December 31st as its fiscal year end. Sponsor and Public Offering On October 6, 2020, the Company consummated the Public Offering of 75,000,000 units, $0.00005 par value at a price of $10.00 per unit (the “ Units Sponsor Private Placement Warrants Trust Account Completion Window On November 10, 2020, the Company consummated the closing of the sale of 6,681,000 additional Units at a price of $10 per unit upon receiving notice of the underwriters’ election to partially exercise their overallotment option (“ Overallotment Units The Company intends to finance its Initial Business Combination with proceeds from the Public Offering, the Private Placement, debt or a combination of the foregoing. Trust Account The proceeds held in the Trust Account are invested only in U.S. government securities with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest only in direct U.S. government treasury obligations, as determined by the Company. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. At December 31, 2021, the proceeds of the Public Offering were held in U.S. government securities, as specified above. The Company’s amended and restated memorandum and articles of association provides that, other than the withdrawal of interest to pay its tax obligations (the “ Permitted Withdrawals Public Shares Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under New York Stock Exchange (“ NYSE If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a shareholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to make Permitted Withdrawals. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to make Permitted Withdrawals (less up to $100,000 of such net interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within the Completion Window. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquire Class A ordinary shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of ordinary share, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Going Concern Considerations, Liquidity and Capital Resources As of December 31, 2021, we had investments held in the Trust Account of The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ ASU Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern GAAP The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete its Initial Business Combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete the Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. If an Initial Business Combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price or requires the Company to have a minimum amount of cash at closing, the Company will need to reserve a portion of the cash in the Trust Account to meet such requirements or arrange for third-party financing. The Company is required to complete an Initial Business Combination within the Completion Window. If the Company is unable to complete an Initial Business Combination within the Completion Window, 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 thereafter, and subject to having lawfully available funds therefore, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish the public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the Trust Account in the event the Company does not complete an Initial Business Combination within the Completion Window 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 public shares. Recent Developments GBT Business Combination On December 2, 2021, we entered into a Business Combination Agreement (the “ Business Combination Agreement GBT PubCo Up-C structure Pursuant to, and in accordance with the terms, and subject to the conditions, of the Business Combination Agreement, we will change our jurisdiction of incorporation from the Cayman Islands to the State of Delaware by effecting a deregistration under the Cayman Islands Companies Act (2021 Revision), as amended, and a domestication under Section 388 of the General Corporation Law of the State of Delaware, as amended. Earnout Pursuant to the Business Combination Agreement and on the terms and subject to the conditions thereof, the holders of GBT Ordinary Shares, GBT Preferred Shares, GBT Profit Shares, GBT MIP Shares and certain legacy GBT MIP Options will also receive an aggregate of 15,000,000 “earnout” shares in the form of equity interests of GBT following the Closing. PIPE Subscription Agreements On December 2, 2021, concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “ PIPE Subscription Agreements PIPE Investors PIPE Investment Acquiror Class B Common Stock Subscription Agreement In connection with the Business Combination Agreement, PubCo and GBT will enter into a subscription agreement (the “ Acquiror Class B Common Stock Subscription Agreement GBT Subscription Acquiror Class B Common Stock Purchase Price Acquiror Subscribed Ordinary Shares Subscription Agreement In connection with the Business Combination Agreement, GBT and PubCo will enter into a subscription agreement (the “ Acquiror Subscribed Ordinary Shares Subscription Agreement Acquiror Class B Common Stock Distribution Agreement In connection with the Business Combination Agreement, GBT and the Continuing JerseyCo Owners will enter into a distribution agreement (the “ Acquiror Class B Common Stock Distribution Agreement Sponsor Support Agreement In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, members of our board of directors and management (the “ Insiders Sponsor Support Agreement Sponsor Side Letter In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, APSG and GBT entered into a letter agreement (the “ Sponsor Side Letter In addition, pursuant to the Sponsor Side Letter, the Sponsor has agreed that 13,631,318 of the shares of Domesticated Acquiror Class A Common Stock issued to the Sponsor at the Closing (the “ Sponsor Shares Company Holders Support Agreement In connection with the Business Combination Agreement, on December 2, 2021, the Continuing JerseyCo Owners and GBT entered into a support agreement (the “ Company Holders Support Agreement Additionally, each Continuing JerseyCo Owner has agreed not to transfer, until the 180th day following the Closing (the “ UW Lock-Up Release Date Amex HoldCo. and its affiliates have also agreed to use their reasonable best efforts to enter into definitive agreements with GBT in respect of certain commercial arrangements. Amended and Restated Registration Rights Agreement At the Closing, PubCo, the Sponsor, the Insiders and the Continuing JerseyCo Owners (collectively, the “ Holders Amended and Restated Registration Rights Agreement Exchange Agreement At the Closing, PubCo, GBT and the Continuing JerseyCo Owners will enter into an exchange agreement (the “ Exchange Agreement Shareholders Agreement At Closing, PubCo, GBT, American Express Travel Holdings Netherlands Coöperatief U.A., Juweel Investors (SPC) Limited and Expedia will enter into a shareholders agreement (the “ Shareholders Agreement |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (2) Summary of Significant Accounting Policies Warrant Instruments and Earnout Shares Liabilities The Company accounts for its (i) public and privately issued warrants (see note 14 – Warrants Earnout Shares Derivatives and Hedging The fair value of warrants are determined using a market price for the public warrants and Black-Scholes model for the private warrants. The Black-Scholes model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. The balance sheet classification of warrant liability is also subject to re-evaluation at each reporting period. As of June 30, 2022, the public warrants were valued using the publicly available price for such warrants and were categorized as level 1 on the fair value hierarchy. As of June 30, 2022, the Company utilized a Black-Scholes model to value the private warrants and categorized such warrants as level 3 on the fair value hierarchy (see note 20 – Fair Value Measurements The fair value of Earnout Shares was determined using Monte Carlo valuation method and were categorized as level 3 on the fair value hierarchy (see note 20 – Fair Value Measurements Recently Adopted Accounting Pronouncements Income Taxes In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “ Income taxes (Topic 740): Simplifying the Accounting for Income Taxes Freestanding Equity-Classified Written Call Options In May 2021, the FASB issued ASU No. 2021-04, “ Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options Disclosures about Government Assistance In November 2021, the FASB issued ASU No. 2021-10, “ Disclosures by Business Entities about Government Assistance Governments of multiple countries extended several programs to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or deferrals and other financial aid. The Company has participated in several of these government programs. A substantial portion of these government support payments were to ensure that the Company continues to pay and maintain the employees on its payroll and does not make them redundant as the demand for travel services significantly reduced due to the COVID -19 pandemic. During the three months ended June 30, 2022 and 2021, the Company recognized in its consolidated statements of operations government grants and other assistance benefits for salaries and wages (mainly furlough support payments) of $1 million and $17 million, respectively, as a reduction of expenses. During the six months ended June 30, 2022 and 2021, the Company recognized in its consolidated statements of operations government grants and other assistance benefits for salaries and wages (mainly furlough support payments) of $7 million and $43 million, respectively, as a reduction of expenses. As of June 30, 2022 and December 31, 2021, the Company had a receivable of $0 and $6 million, respectively, in relation to such government grants, that is included in the accounts receivable balance in the consolidated balance sheets. These relate to payments that are expected to be received under the government programs where the Company has met the qualifying requirements and it is probable that payments will be received. Accounting Pronouncements — Not Yet Adopted Credit Losses In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Reference rate reforms In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Contracts with Customers Acquired in a Business Combination In October 2021, the FASB issued ASU No. 2021-08, “ Accounting for Contract Assets and Contract Liabilities from Contracts with Customers | ||
Apollo Strategic Growth Capital | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed. As such, the information included in these condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 1, 2022. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2022 and its results of operations and cash flows for the three months ended March 31, 2022. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022. Use of Estimates The preparation of condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of 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 condensed 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. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Offering Costs Associated with the Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering 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, “ Distinguishing Liabilities from Equity Effective with the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital. At March 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants (39,745,978) Class A ordinary shares issuance costs (44,871,756) Plus: Accretion of carrying value to redemption value 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 During the three months ended March 21, 2022, the Company did not make any adjustments to the redemption value of the Class A shares subject to possible redemption. Income Taxes ASC 740, “ Income Taxes There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the three months ended March 31, 2022 and 2021. Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ (4,261,175) $ (1,065,294) $ 16,226,517 $ 4,056,629 Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 81,681,000 20,420,250 Basic and diluted net income (loss) per ordinary share $ (0.05) $ (0.05) $ 0.20 $ 0.20 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging Fair Value Measurement Warrant Instruments The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US 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. As of March 31, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“ SEC Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting 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 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and 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. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs Associated with the Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering 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, “ Distinguishing Liabilities from Equity Effective with the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021 and 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 Income Taxes ASC 740, “ Income Taxes There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share and allocates income/loss on a pro rata basis. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the years ended December 31, 2021 and 2020. The Company did not have any Class A ordinary shares outstanding as of December 31, 2019: Year Ended Year Ended December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 4,959,912 $ 1,239,978 $ (9,780,661) $ (9,861,099) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 18,828,526 18,983,377 Basic and diluted net income (loss) per ordinary share $ 0.06 $ 0.06 $ (0.52) $ (0.52) Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging Fair Value Measurement Warrant Instruments The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US 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. As of December 31, 2021, 2020 and 2019, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt -Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ ASU 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Apollo Strategic Growth Capital | ||
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Public Offering, the Company sold 81,681,000 Units at a purchase price of $10.00 per Unit, including the issuance of 6,681,000 Units as a result of the underwriters’ exercise of their over-allotment option, generating gross proceeds to the Company in the amount of $816,810,000. Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.00005 per share (the “ Class A ordinary shares one Public Warrant | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Public Offering, the Company sold 81,681,000 Units at a purchase price of $10.00 per Unit, including the issuance of 6,681,000 Units as a result of the underwriters’ exercise of their over-allotment option, generating gross proceeds to the Company in the amount of $816,810,000. Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.00005 per share (the “ Class A ordinary shares one one Public Warrant |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Apollo Strategic Growth Capital | ||
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Pursuant to the Public Offering, the Company sold an aggregate of 12,224,134 Private Placement Warrants to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $18,336,200. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Completion Window, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. 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. | NOTE 4 — PRIVATE PLACEMENT Pursuant to the Public Offering, the Company sold an aggregate of 12,224,134 Private Placement Warrants to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $18,336,200. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Completion Window, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. 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 PARTIES
RELATED PARTIES | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
RELATED PARTIES | (21) Related Party Transactions The following summaries relate to certain related party transactions entered into by the Company with certain of its shareholders, its shareholders affiliates and the Company’s affiliates. Advisory Services Agreement Certares Management Corp. (“Certares”), an indirect equity owner of the Company, provides certain advisory services to the Company for which fees of $0.4 million and $0.6 million were incurred for the three months ended June 30, 2022 and 2021, respectively, and fees of $1.0 million and $1.3 million were incurred for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022 and December 31, 2021, the Company had $5.4 million and $4.4 million as amounts payable to Certares under this agreement. This agreement terminated upon the closing of the Business Combination. Commercial Agreements The Company has various commercial agreements with the affiliates of Amex Coop. In respect of such agreement, included in the operating costs are costs of approximately $7 million and $2 million for the three months ended June 30, 2022 and 2021, respectively and costs of $11 million and $4 million in charges from affiliates of Amex Coop for the six months ended June 30, 2022 and 2021, respectively. Revenues also include revenue from affiliates of Amex Coop of approximately $5 million for each of the three months ended June 30, 2022 and 2021, and revenue of $10 million and $9 million for the six months ended June 30, 2022 and 2021, respectively. Amounts payable to affiliates of Amex Coop under these agreements as of June 30, 2022 and December 31, 2021, were $22 million and $16 million, respectively. Amounts receivable from affiliates of Amex Coop under these agreements was $8 million and $15 million as of June 30, 2022 and December 31, 2021, respectively. Effective upon, the closing of the Business Combination, the parties amended the terms of certain of these commercial arrangements. Apart from above, there are certain tax indemnity and other agreements between the Company and affiliates of Amex Coop. Amounts payable to affiliates of Amex Coop in respect of such agreements was $2 million as of both June 30, 2022 and December 31, 2021. Amounts receivable from affiliates of Amex Coop in respect of such agreements were $0.4 million and $0.3 million as of June 30, 2022 and December 31, 2021, respectively. License of American Express Marks GBT US LLC, a wholly owned subsidiary of GBTG, has entered into a royalty-free trademark license agreement with an affiliate of Amex Coop pursuant to which GBT US LLC was granted a license to use, and the right to sublicense to certain subsidiaries of GBTG the right to use, the American Express trademarks used in the American Express Global Business Travel and American Express Meetings & Events brands for business travel, business consulting and meetings and events businesses on a royalty-free, exclusive, non- assignable, non-sublicensable (other than as set out in the agreement), and worldwide basis. Effective upon closing of the Business Combination, the parties amended and restate the foregoing trademark license agreement to grant GBT Travel Services UK Limited (“GBT UK”), an indirect wholly owned subsidiary of GBTG, a long-term, 11-year license (unless earlier terminated or extended) pursuant to which GBT UK, all wholly owned operating subsidiaries of GBTG and other permitted sublicensees will license the American Express trademarks used in the American Express Global Business Travel brand, transition the American Express Meetings & Events brand to the American Express GBT Meetings & Events brand, and license the American Express trademarks used in the American Express GBT Meetings & Events brand for business travel, meetings and events, business consulting and other services related to business travel (“Business Travel Services”). This amended and restated trademark license agreement also provided GBTG the flexibility to operate non-Business Travel Services businesses under brands that do not use any trademarks owned by American Express, subject to certain permissibility and other requirements. Exchange Agreement See note 6 - Reverse Recapitalization New Shareholders Agreement At the closing of the Business Combination, GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into a Shareholders Agreement (the “New Shareholders Agreement”). The New Shareholders Agreement sets forth various restrictions, limitations and other terms concerning the transfer of equity securities of GBTG and GBT JerseyCo by the parties thereto (other than, in most circumstances, the A ordinary shares of GBT JerseyCo). Among other matters, and subject to certain terms, conditions and exceptions, the Shareholders Agreement prohibits each Continuing JerseyCo Owner, severally and not jointly, from effecting transfers of such equity securities to certain specified restricted persons, as well as transfers that would violate applicable securities laws or cause GBT JerseyCo to be treated other than as a pass-through entity for U.S. federal income tax purposes. The New Shareholders Agreement specifies the initial composition of the GBTG Board, effective immediately upon the closing and sets out the composition and appointment of the GBTG Board. The New Shareholders Agreement will also require (subject to certain specified conditions and exceptions including those described below) the approval of each Continuing JerseyCo Owner for GBTG or its subsidiaries to take certain actions, including: (i) the redemption, cancellation or repayment of any equity securities of GBTG or GBT JerseyCo, other than on a pro rata basis from all shareholders (ii) dividends or distributions, other than on a pro rata basis (iii) any share exchanges, splits, combinations and similar actions with respect to one or more, but not all, classes or series of GBTG or GBT JerseyCo shares; (iv) amendments to GBT JerseyCo’s organizational documents that relate specifically and solely to rights, priorities and privileges of the B ordinary shares or the C ordinary shares of GBT JerseyCo, as applicable, or (v) any agreement or commitment to do any of the foregoing. Further, the New Shareholders Agreement also provides for various provisions for shareholder rights, termination of such rights, cash distributions to satisfy tax liabilities of the GBT JerseyCo’s shareholders, etc. subject to certain terms and conditions as set out in the agreement. Commercial and Operating Agreements with Expedia An affiliate of GBTG and an affiliate of Expedia entered into a ten-year term marketing partner agreement to provide the GBTG’s corporate clients with access to Expedia group’s hotel content. As a result of this agreement, the Company recognized revenue of $41 million and $60 million for the three and six months ended June 30, 2022. The Company had $13 million and $4 million receivable from the affiliate of Expedia as of June 30, 2022 and December 31, 2021, respectively. GBT UK has entered into a Transition Services Agreement with Expedia, Inc. (the “Egencia TSA”), pursuant to which Expedia, Inc. (an affiliate of Expedia) and its affiliates provide certain transition services to GBT UK and its affiliates to facilitate an orderly transfer of Egencia from Expedia to GBTG. For the three and six months ended June 30, 2022, the total cost charged to the Company was approximately $9 million and $20 million that was included in the Company’s consolidated statements of operations and as of June 30, 2022 and December 31, 2021 the Company had a payable to Expedia Inc. of $10 million and $8 million, respectively. Further, as of June 30, 2022 and December 31, 2021, Egencia had a net receivable of $6 million and a payable of $16 million to Expedia primarily on account of pre-acquisition transactions between Egencia and Expedia and on account of net cash settled on behalf of Expedia by Egencia during the six months ended June 30, 2022. | ||
Apollo Strategic Growth Capital | |||
RELATED PARTIES | NOTE 5 — RELATED PARTIES Founder Shares In October 2008, the Company was formed by Apollo Principal Holdings III, L.P. (“ Holdings Founder Shares election to partially exercise their overallotment option, in November 2020, the Sponsor forfeited 1,142,250 Class B ordinary shares. All share and per share amounts are retroactively reflected in the accompanying condensed financial statements. The Founder Shares are identical to the Class A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares are Class B ordinary shares which automatically convert into Class A ordinary shares at the time of the Company’s Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Loans On August 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $750,000 to cover expenses related to the Public Offering pursuant to an unsecured promissory note (the “ Note On October 20, 2020, the Sponsor executed an unsecured promissory note (the “ October Note On February 22, 2021, the Sponsor executed an unsecured promissory note (the “ February Note On June 18, 2021, the Sponsor executed an unsecured promissory note (the “ June Note On September 14, 2021, the Sponsor executed an unsecured promissory note (the “ September Note Advances from Related Parties Affiliates of the Sponsor paid certain formation, operating and offering costs on behalf of the Company. These advances are due on demand and are non-interest bearing. For the three months ended March 31, 2022 and 2021, the related parties paid $2,218,378 and $2,472 of offering costs and other expenses on behalf of the Company, respectively. As of March 31, 2022 and December 31, 2021, there was $4,258,589 and $2,040,211 due to the related parties, respectively. Administrative Service Fee Commencing on the date the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $16,667 per month for office space, utilities and secretarial and administrative support for up to 27 months. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred and paid $50,001 and $50,647 for such expenses under the administrative services agreement for the three months ended March 31, 2022 and 2021, respectively. | NOTE 5 — RELATED PARTIES Founder Shares In October 2008, the Company was formed by Apollo Principal Holdings III, L.P. (“ Holdings one Founder Shares three The Founder Shares are identical to the Class A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares are Class B ordinary shares which automatically convert into Class A ordinary shares at the time of the Company’s Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Loans On August 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $750,000 to cover expenses related to the Public Offering pursuant to an unsecured promissory note (the “ Note On October 20, 2020, the Sponsor executed an unsecured promissory note (the “ October Note On February 22, 2021, the Sponsor executed an unsecured promissory note (the “ February Note pursuant to the February Note. As of December 31, 2021, the outstanding balance on the February Note was $800,000. As of December 31, 2021, the outstanding interest on the February Note was $821. On June 18, 2021, the Sponsor executed an unsecured promissory note (the “ June Note pursuant to the June Note. As of December 31, 2021, the outstanding balance on the June Note was $ On September 14, 2021, the Sponsor executed an unsecured promissory note (the “ September Note Advances from Related Parties Affiliates of the Sponsor paid certain formation, operating and offering costs on behalf of the Company. These advances are due on demand and are non-interest bearing. For the years ended December 31, 2021 and December 31, 2020 and for the period from October 10, 2008 (inception) through December 31, 2020, the related parties paid $2,040,211, $373,517 and $0 of offering costs and other expenses on behalf of the Company, respectively. As of December 31, 2021, 2020 and 2019, there was $2,040,211, $373,517 and $0 due to the related parties, respectively. Administrative Service Fee Commencing on the date the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $16,667 per month for office space, utilities and secretarial and administrative support for up to 27 months. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred and paid $200,650, $46,669 and $0 for such expenses under the administrative services agreement for the years ended December 31, 2021, 2020 and 2019, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | (12) Commitments and Contingencies Purchase Commitment In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers, including those related to capital expenditures. As of June 30, 2022, the Company had approximately $202 million of outstanding non-cancellable purchase commitments, primarily relating to service, hosting and licensing contracts for information technology, of which $76 million relates to the twelve months ending June 30, 2023. These purchase commitments extend through 2027. Guarantees The Company has obtained bank guarantees in respect of certain travel suppliers and real estate lease agreements amounting to $20 million. Certain of these bank guarantees require the Company to maintain cash collateral which has been presented as restricted cash within other non-current assets in the Company’s consolidated balance sheet. Legal Contingencies The Company recognizes legal fees as incurred when the legal services are provided. Based on its current knowledge, and taking into consideration its litigation-related liabilities, the Company believes it is not a party to any pending legal proceeding or governmental examination that would have a material adverse effect on the Company’s consolidated financial condition or liquidity. | ||
Apollo Strategic Growth Capital | |||
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Registration Rights The holders of the Founder Shares, Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans, if any, (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to demand that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. 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 30-day option from the date of the final prospectus to purchase up to 9,000,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions. On November 10, 2020, the Company consummated the sale of additional units pursuant to the underwriters’ partial exercise of their over-allotment option. Upon the closing of the Public Offering and the over-allotment, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $16,336,200, after the underwriters’ exercised their over-allotment option, which was paid in the aggregate upon the closing of the Public Offering and the over-allotment. In addition, the underwriters are entitled to an underwriting discount of $0.35 per unit, or $28,588,350 in the aggregate is payable to the underwriters for deferred underwriting commissions. The deferred fee becomes payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. Service Provider Agreement The Company has entered into a fee arrangement with a service provider pursuant to which certain success fees in connection with a potential Business Combination will become payable only if the Company consummates the pending Business Combination with GBT. If the pending Business Combination with GBT does not occur, the Company will not be required to pay these contingent fees. As of March 31, 2022 and December 31, 2021, the amount of these contingent fees with the service provider was approximately $7.0 million. Placement Agent Agreement Separately, the Company has entered into a fee arrangement with placement agents pursuant to which certain placement fees equal to 3.5% of gross proceeds from a securities private placement (net of proceeds invested by related parties or affiliates of the Company) will become payable only if the Company consummates the pending Business Combination with GBT. If the pending Business Combination with GBT does not occur, the Company will not be required to pay these contingent fees. There can be no assurances that the Company will complete the pending Business Combination with GBT. | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the Founder Shares, Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans, if any, (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to demand that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. 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 30-day option from the date of the final prospectus to purchase up to 9,000,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions. On November 10, 2020, the Company consummated the sale of additional units pursuant to the underwriters’ partial exercise of their over-allotment option. Upon the closing of the Public Offering and the over-allotment, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $16,336,200, after the underwriters’ exercised their over-allotment option, which was paid in the aggregate upon the closing of the Public Offering and the over-allotment. In addition, the underwriters are entitled to an underwriting discount of $0.35 per unit, or $28,588,350 in the aggregate is payable to the underwriters for deferred underwriting commissions. The deferred fee becomes payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. Service Provider Agreement The Company has entered into a fee arrangement with a service provider pursuant to which certain success fees in connection with a potential Business Combination will become payable only if the Company consummates the pending Business Combination with GBT. If the pending Business Combination with GBT does not occur, the Company will not be required to pay these contingent fees. As of December 31, 2021, the amount of these contingent fees with the service provider was approximately $7.0 million. Placement Agent Agreement Separately, the Company has entered into a fee arrangement with placement agents pursuant to which certain placement fees equal to 3.5% of gross proceeds from a securities private placement (net of proceeds invested by related parties or affiliates of the Company) will become payable only if the Company consummates the pending Business Combination with GBT. If the pending Business Combination with GBT does not occur, the Company will not be required to pay these contingent fees. There can be no assurances that the Company will complete the pending Business Combination with GBT. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
SHAREHOLDERS' DEFICIT | (17) Stockholders’ Equity Subsequent to the reverse recapitalization as described in note 6, GBTG’s authorized capital stock consists of: (i) 3,000,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of which 56,945,033 shares are issued and outstanding as of June 30, 2022 (ii) 3,000,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of which 394,448,481 shares are issued and outstanding as of June 30, 2022 and (iii) 6,010,000,000 shares of preferred stock, par value of $0.00001 per share, none of which are issued and outstanding as of June 30, 2022. Further (a) 3,000,000,000 shares of Class A-1 preferred stock are designated as Class A-1 preferred stock, none of which are issued and outstanding as of June 30, 2022, (b) 3,000,000,000 shares of Class B-1 preferred stock are designated as Class B-1 preferred stock, none of which are issued and outstanding as of June 30, 2022 and (c) the remaining 10,000,000 shares of preferred stock are undesignated preferred stock, none of which are issued and outstanding as of June 30, 2022. Holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to the stockholders for their vote or approval, except as required by applicable law. In order to preserve the Up-C structure, the Exchange Agreement (see note 6 - Reverse Recapitalization Warrants Class A Common Stock Voting: Dividend: Liquidation: Other rights: Related Party Transactions Reverse Recapitalization Class B Common Stock Voting: Dividend: Liquidation: Other rights: Related Party Transactions Reverse Recapitalization Exchange Agreement: Preferred Stock Voting: Generally, holders of Class A-1 preferred stock are entitled to the same rights and privileges, qualifications and limitations as holders of Class A common stock and holders of Class B-1 preferred stock are entitled to the same rights and privileges, qualifications and limitations as holders of Class B common stock. Further, Class A-1 preferred stock shall be identical in all respects to the Class A common stock and Class B-1 preferred stock shall be identical in all respects to the Class B common stock. Preferred Shares of GBT JerseyCo: There was no issuance of preferred shares during the three and six months ended June 30, 2022; however, GBT JerseyCo accrued a dividend of $3 million and $8 million, for the three and six months ended June 30, 2022, on the outstanding balance of preferred shares. During the three and six months ended June 30, 2021, the Company issued 500,000 preferred shares in equal proportion to Amex Coop and Juweel for a total consideration of $50 million. As the preferred shares of GBT JerseyCo were issued to the ordinary shareholders, although the preferred shares were redeemable at the option of GBT JerseyCo, these were classified as mezzanine equity. Upon closing of the Business Combination on May 27, 2022, GBT JerseyCo redeemed, in full, the outstanding amount of preferred shares, including dividends accrued thereon. Upon redemption, all the preferred shares were cancelled. Distributions The Company paid cash of $1 million for the six months ended June 30, 2021 in relation to accrued capital distribution to cover certain administrative costs of GBT JerseyCo’s then existing shareholders. There were no such distributions during the six months ended June 30, 2022. See the discussion above for dividends on preferred shares accrued during the three and six months ended June 30, 2022 and 2021. Registration Rights Agreement In May 2022, GBTG, APSG Sponsor, L.P., (the “Sponsor”), certain of APSG’s then existing board members (the “Insiders”) and the Continuing JerseyCo Owners entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, GBTG has registered for resale, pursuant to Rule 415 under the Securities Act, certain shares of Class A common stock and other equity securities of GBTG that are held by the holders party to the Registration Rights Agreement from time to time. Sponsor Side Letter In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, GBTG and GBT JerseyCo entered into a side letter (as amended on May 27, 2022, “Sponsor Side Letter”) which, among other things, contain certain restrictions on the transfer by the Sponsor and the Insiders with respect to the Class A common stock issued to each of them at the closing of the Business Combination (such shares issued to the Sponsor, the “Sponsor Shares”). The Sponsor and the Insiders are not permitted to transfer their Class A common stock, subject to certain permitted exceptions, until the earlier to occur of (a) one year following the closing date of the Business Combination and (b) the date which the VWAP of Class A common stock exceeds $12.00 per share for any 20 trading days within a period of 30 consecutive trading days. Further, approximately 8 million of the Sponsor Shares were deemed unvested and were subject to certain triggering events to occur within five years following the closing (the “Sponsor Side Letter Vesting Period”) for these shares to vest. If, within the Sponsor Side Letter Vesting Period, the VWAP of Class A common stock is greater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days, approximately 5 million of the unvested Sponsor Shares will vest. If, within the Sponsor Side Letter Vesting Period, the VWAP of Class A common stock is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days the remaining approximately 3 million of the unvested Sponsor Shares will vest. To the extent that either of the aforementioned triggering events do not occur within the Sponsor Side Letter Vesting Period, such Sponsor Shares will be forfeited to and terminated by GBTG. The registered holder(s) of the unvested Sponsor Shares continue to be entitled to all of the rights of ownership thereof, including the right to vote and receive dividends and other distributions in respect thereof. The number of shares and the price targets listed above will be equitably adjusted for stock splits, reverse stock splits, dividends (cash or stock), reorganizations, recapitalizations, reclassifications, combinations or other like changes or transactions with respect to the Class A common stock. Any Class A common stock purchased by the Sponsor in connection with the PIPE investment will not be subject to the vesting or transfer restrictions described above. These shares are accounted for as part of Earnout Shares discussed in note 15 above. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) represents certain components of revenues, expenses, gains and losses that are included in comprehensive income (loss) but are excluded from net income (loss). Other comprehensive income (loss) amounts are recorded directly as an adjustment to total equity, net of tax. The changes in the accumulated other comprehensive loss, net of tax, were as follows: Unrealized gain on Currency Defined cash flow hedge and Total accumulated translation benefit plan hedge of investments other comprehensive (in $ millions) adjustments related in foreign subsidiary loss Balance as of December 31, 2021 $ (38) $ (128) $ 4 $ (162) Net changes prior to reverse recapitalization, net of tax benefit, $0 (59) — 12 (47) Allocated to non-controlling interest 85 112 (14) 183 Net changes post reverse recapitalization, net of tax benefit, $0 (4) — — (4) Balance as of June 30, 2022 $ (16) $ (16) $ 2 $ (30) Unrealized gain on Currency Defined cash flow hedge and Total accumulated translation benefit plan hedge of investments other comprehensive (in $ millions) adjustments related in foreign subsidiary loss Balance as of December 31, 2020 $ (23) $ (160) $ 4 $ (179) Net changes during the period, net of tax benefit, $0 (2) — — (2) Balance as of June 30, 2021 $ (25) $ (160) $ 4 $ (181) | ||
Apollo Strategic Growth Capital | |||
SHAREHOLDERS' DEFICIT | NOTE 7 — SHAREHOLDERS’ DEFICIT Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.00005 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2022 and December 31, 2021, there were no preferred shares issued or outstanding. Ordinary Shares The authorized ordinary shares of the Company include up to 300,000,000 Class A ordinary shares and 60,000,000 Class B ordinary shares. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of Class A ordinary shares which the Company is authorized to issue at the same time as the Company’s shareholders vote on the Initial Business Combination to the extent the Company seeks shareholder approval in connection with the Initial Business Combination. Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share. As of March 31, 2022 and December 31, 2021, there were 81,681,000 Class A ordinary shares subject to possible conversion that were classified as temporary equity in the condensed accompanying balance sheets. The Class B ordinary shares will automatically convert into our Class A ordinary shares at the time of completion of our Initial Business Combination on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Public Offering and related to the closing of the Initial Business Combination, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination). As of March 31, 2022 and December 31, 2021, there were 20,420,250 Class B ordinary shares issued and outstanding. All shares and associated amounts have been retroactively restated to reflect: (i) the forfeiture of 1,142,250 Class B ordinary shares in November 2020; and (ii) the surrender of 7,187,500 Class B ordinary shares in September 2020. | NOTE 7 — SHAREHOLDERS’ EQUITY Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.00005 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021, 2020 and 2019, there were no preferred shares issued or outstanding. Ordinary Shares The authorized ordinary shares of the Company include up to 300,000,000 Class A ordinary shares and 60,000,000 Class B ordinary shares. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of Class A ordinary shares which the Company is authorized to issue at the same time as the Company’s shareholders vote on the Initial Business Combination to the extent the Company seeks shareholder approval in connection with the Initial Business Combination. Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share. As of December 31, 2021 and 2020, there were 81,681,000 Class A ordinary shares subject to possible conversion that were classified as temporary equity in the accompanying balance sheets. As of December 31, 2019, there were no Class A ordinary shares subject to possible conversion. The Class B ordinary shares will automatically convert into our Class A ordinary shares at the time of completion of our Initial Business Combination on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Public Offering and related to the closing of the Initial Business Combination, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination). As of December 31, 2021, 2020 and 2019, there were 20,420,250 Class B ordinary shares issued and outstanding. All shares and associated amounts have been retroactively restated to reflect: (i) the forfeiture of 1,142,250 Class B ordinary shares in November 2020; and (ii) the surrender of 7,187,500 Class B ordinary shares in September 2020. |
WARRANTS
WARRANTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Apollo Strategic Growth Capital | ||
WARRANTS | NOTE 8 — WARRANTS As of March 31, 2022 and December 31, 2021, there were 39,451,134 warrants outstanding (12,224,134 Private Placement Warrants and 27,227,000 Public Warrants). No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of an Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if the Company’s ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under the Securities Act, the Company, at its option, may require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon the Company’s redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public 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 closing price of the Company’s 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 day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and a current prospectus relating to those ordinary shares is available throughout the 30-day trading period referred to above. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as will be described in the warrant agreement. The exercise price and number of the ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete an Initial Business Combination within the Completion Window 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. The Company accounts for the 39,451,134 warrants issued in connection with the Public Offering (including 27,227,000 Public Warrants and 12,224,134 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Public Offering. Accordingly, the Company classifies each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation up until separation for the Public Warrants (subsequent to separation, the public warrants will be valued using publicly available trading price) and a modified Black-Scholes model for the Private Placement Warrants. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. | NOTE 8 — WARRANTS As of December 31, 2021 and 2020, there were 39,451,134 warrants outstanding (12,224,134 Private Placement Warrants and 27,227,000 Public Warrants). There were no warrants outstanding as of December 31, 2019. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of an Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if the Company’s ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under the Securities Act, the Company, at its option, may require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon the Company’s redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public 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 closing price of the Company’s 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 day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and a current prospectus relating to those ordinary shares is available throughout the 30-day trading period referred to above. If the Company calls the Public Warrants for redemption, 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 the ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete an Initial Business Combination within the Completion Window 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. The Company accounts for the The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Public Offering. Accordingly, the Company classifies each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation up until separation for the Public Warrants (subsequent to separation, the public warrants will be valued using publicly available trading price) and a modified Black-Scholes model for the Private Placement Warrants. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | (20) Fair Value Measurements Financial instruments which are measured at fair value, or for which a fair value is disclosed, are classified in the fair value hierarchy, as outlined below, on the basis of the observability of the inputs used in the fair value measurement: Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 — Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices in non-active markets or for which all significant inputs, other than quoted prices, are observable either directly or indirectly, or for which unobservable inputs are corroborated by market data. Level 3 — Valuations based on inputs that are unobservable and significant to overall fair value measurement. As of June 30, 2022, the Company’s financial assets and liabilities recorded at fair value on a recurring basis consist of its derivative instrument — interest rate swap, warrants and Earnout Shares. The fair value of the Company’s interest rate swap has been calculated using a discounted cash flow analysis by taking the present value of the fixed and floating rate cash flows utilizing the appropriate forward LIBOR and/or SOFR curves and the counterparty’s credit risk, which was determined to be not material. The fair value of warrants are determined using a market price for the public warrants and a Black-Scholes model for the private warrants. The fair value of Earnout Shares is determined using Monte Carlo valuation method. Presented below is a summary of the gross carrying value and fair value of the Company’s assets and liabilities measured at a fair value on a recurring basis: As of Fair Value June 30, December 31, (in $ millions) Hierarchy 2022 2021 Interest rate swaps Level 2 $ 10 $ — Earnout Shares Level 3 77 — Public warrants Level 1 28 — Private warrants Level 3 16 — The fair value of each Earnout Share (both employee and non-employee) was estimated on the closing date of the Business Combination using the Monte Carlo Option Pricing Method. Inherent in the Monte Carlo Option Pricing Method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of the Earnout Shares based on implied volatility from historical volatility of select peer companies’ common stock that matches the expected remaining life of the Earnout Shares. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the Earnout Shares. The expected life of the Earnout Shares was assumed to be equivalent to their remaining contractual term. The Company anticipated the dividend rate will remain at zero. The following table presents the assumptions used for the initial measurement of the Earnout Shares on May 27, 2022 and to remeasure the fair value of outstanding non-employee earnout shares liabilities as of June 30, 2022: As of May 27, June 30, 2022 2022 Stock price ($) $ 7.39 $ 6.31 Risk-free interest rate 2.81 % 3.01 % Volatility 37.5 % 40.0 % Expected term (years) 5.00 4.92 Expected dividends 0.0 % 0.0 % Fair value ($) (per Earnout Share – Tranche 1) $ 4.82 $ 3.72 Fair value ($) (per Earnout Share – Tranche 2) $ 3.98 $ 3.04 The public warrants are valued using quoted market prices on the New York Stock Exchange under the ticker GBTG.WS and are included in Earnouts and warrants derivative liabilities on the consolidated balance sheets. As of May 27, 2022 and June 30, 2022, the price per public warrant was $1.33 and $1.05, respectively. The fair value of private warrants was estimated on the closing date of the Business Combination using the Black-Scholes option pricing method. Inherent in the Black Scholes option pricing method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of the private warrants based on implied volatility from historical volatility of select peer companies’ common stock that matches the expected remaining life of the private warrants. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the private warrants. The expected life of the private warrants was assumed to be equivalent to their remaining contractual term. The Company anticipated the dividend rate will remain at zero. The following table presents the assumptions used for the initial measurement of the private warrants on May 27, 2022 and to remeasure the fair value as of June 30, 2022: As of May 27, June 30, 2022 2022 Stock price ($) $ 7.39 $ 6.31 Exercise price ($) $ 11.50 $ 11.50 Risk-free interest rate 2.70 % 3.00 % Volatility 37.5 % 40.0 % Expected term (years) 5.00 4.92 Expected dividends 0.00 % 0.00 % Fair value ($) (per private warrant) $ 1.68 $ 1.30 The following table presents changes in Level 3 financial liabilities measured at fair value for the period from the date of closing of the Business Combination, May 27, 2022 to June 30, 2022: Earnout Shares to Private stockholders warrants As of date of Business Combination - May 27, 2022 $ 100 $ 21 Change in fair value (23) (5) Balance as of June 30, 2022 $ 77 $ 16 The Company had no transfers between fair value levels during the three and six months ended June 30, 2022. The Company does not measure its debt at fair value in its consolidated balance sheets. Where the fair value of the Company’s long-term debt is determined based on quoted prices for identical or similar debt instruments when traded as assets, it is categorized within Level 2 of the fair value hierarchy. Where quoted prices are not available, fair value is estimated using discounted cash flows and market-based expectation of interest rates, credit risks and contractual term of the debt instruments and is categorized within Level 3 of the fair value hierarchy. The fair values of the Company’s outstanding senior secured term loans are as follows: As of As of Fair June 30, 2022 December 31, 2021 Value Carrying Fair Carrying Fair (in $ millions) Hierarchy amount (1) value amount (1) value Senior secured initial term loans Level 2 $ 235 $ 219 $ 236 $ 233 Senior secured tranche B-3 term loans Level 3 $ 986 $ 1,013 $ 787 $ 800 (1) Outstanding principal amount of the relevant class of senior secured term loans less unamortized debt discount and debt issuance costs with respect to such loans. The carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable, and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities. Certain assets and liabilities, including long-lived assets, goodwill and other intangible assets, are measured at fair value on a non-recurring basis. | ||
Apollo Strategic Growth Capital | |||
FAIR VALUE MEASUREMENTS | NOTE 9 The Company follows the guidance in ASC 820, “ Fair Value Measurement The following table presents information about the Company’s assets and liabilities that are measured at fair value at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. Description Level March 31, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 817,678,426 $ 817,356,537 Liabilities: Warrant Liability – Private Placement Warrants 3 22,797,295 21,092,973 Warrant Liability – Public Warrants 1 37,300,990 34,850,560 Upon consummation of the Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. At the initial measurement date, the Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. As of both March 31, 2022 and December 31, 2021, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. As of both March 31, 2022 and December 31, 2021, the Company used a modified Black-Scholes model to value the Private Placement Warrants. The Company relied upon the implied volatility of the Public Warrants and the closing share price at March 31, 2022 and December 31, 2021 to estimate the volatility for the Private Placement Warrants. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. As of both March 31, 2022 and December 31, 2021, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. There were no transfers into or out of Level III liabilities during the three months ended March 31, 2022 and 2021. The table below provides a summary of the changes in fair value of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2022: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2021 $ 21,092,973 Change in fair value of derivative liabilities 1,704,322 Balance, March 31, 2022 $ 22,797,295 The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2021: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2020 $ 23,455,550 Change in fair value of derivative liabilities (7,904,318) Balance, March 31, 2021 $ 15,551,232 As of March 31, 2022 and December 31, 2021, the fair value of the derivative feature of the Private Placement Warrants was calculated using the following weighted average assumptions: March 31, 2022 December 31, 2021 Risk-free interest rate 2.42 % 1.31 % Expected life of grants 5.25 years 5.5 years Expected volatility of underlying shares 17.0 % 18.0 % Dividends 0.0 % 0.0 % As of March 31, 2022 and December 31, 2021, the derivative warrant liability was $60,098,285 and $55,943,533, respectively. In addition, for the three months ended March 31, 2022 and 2021, the Company recorded a loss of $(4,154,752) and gain of $24,785,058, respectively, on the change in fair value of the derivative warrant liabilities on the condensed statements of operations. | NOTE 9 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820, Fair Value Measurement The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2021, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. Description Level December 31, 2021 December 31, 2020 December 31, 2019 Assets: Marketable securities held in Trust Account 1 $ 817,356,537 $ 816,985,533 $ — Liabilities: Warrant Liability – Private Placement Warrants 3 21,092,973 23,455,550 — Warrant Liability – Public Warrants 1 34,850,560 51,186,760 — Upon consummation of the Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. At the initial measurement date, the Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. As of both December 31, 2021 and 2020, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. As of both December 31, 2021 and 2020, the Company used a modified Black-Scholes model to value the Private Placement Warrants. The Company relied upon the implied volatility of the Public Warrants and the closing share price at December 31, 2020 to estimate the volatility for the Private Placement Warrants. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. As of both December 31, 2021 and 2020, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2021 and 2020: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2019 $ — Derivative liabilities recorded on issuance of derivative warrants 57,753,222 Transfer to Level 1 (39,745,978) Change in fair value of derivative liabilities 5,448,306 Balance, December 31, 2020 23,455,550 Change in fair value of derivative liabilities (2,362,577) Balance, December 31, 2021 $ 21,092,973 As of December 31, 2021 and 2020, the fair value of the derivative feature of the Private Placement Warrants was calculated using the following weighted average assumptions: December 31, 2021 December 31, 2020 Risk-free interest rate 1.31 % 0.49 % Expected life of grants 5.5 years 5.9 years Expected volatility of underlying shares 18.0 % 10.0 - 30.0 % Dividends 0.0 % 0 % As of December 31, 2021 and 2020, the derivative warrant liability was $55,943,533 and $74,642,310, respectively. In addition, for the years ended December 31, 2021 and 2020, the Company recorded a gain of $18,698,777 and loss of $(16,889,088), respectively, on the change in fair value of the derivative warrant liabilities on the statements of operations. During 2020, the Company charged $328,959 to additional paid in capital for the excess of proceeds received over fair value of Private Placement Warrant liabilities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Apollo Strategic Growth Capital | ||
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date through the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events other than discussed below that would have required recognition or disclosure in the condensed financial statements. On April 1, 2022, the Sponsor executed an unsecured promissory note (the “ April Note | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required recognition or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Basis of Presentation | (1) Business Description and Basis of Presentation Global Business Travel Group, Inc. (“GBTG”), and its consolidated subsidiaries, including GBT JerseyCo Limited, (“GBT JerseyCo”, and all together the “Company”) is a leading platform serving travel for business purposes and provides a full suite of differentiated, technology-enabled solutions to business travelers and corporate clients, suppliers of travel content (such as airlines, hotels, ground transportation and aggregators) and third-party travel agencies. The Company manages end-to-end logistics of corporate travel and provides a link between businesses, their employees, travel suppliers and other industry participants. On December 2, 2021, GBT JerseyCo entered into a definitive business combination agreement (“Business Combination Agreement”) with Apollo Strategic Growth Capital (“APSG”), a special purpose acquisition company, listed on the New York Stock Exchange (the “Business Combination”). The Business Combination closed on May 27, 2022 upon satisfaction of the closing conditions provided in the Business Combination Agreement. Upon closing of the Business Combination, APSG was renamed as “Global Business Travel Group, Inc.” and GBT JerseyCo became a direct subsidiary of GBTG. GBTG is a Delaware corporation and tax resident in the United States of America (“U.S.”). GBTG conducts its business through GBT JerseyCo in an umbrella partnership-C corporation structure (“Up-C structure”), which is tax resident in the United Kingdom (“U.K.”). The Business Combination was accounted for as a reverse recapitalization. Accordingly, no assets or liabilities were measured at fair value, and no goodwill or other intangible assets were recognized as a result of the Business Combination (see note 6 - Reverse Recapitalization GBT JerseyCo was incorporated on November 28, 2019 under the Companies (Jersey) Law 1991 and prior to the Business Combination operated as a joint venture with American Express Travel Holdings Netherlands Coöperatief U.A. (“Amex Coop”), a resident of the Netherlands, Juweel Investors (SPC) Limited (a successor entity of Juweel Investors Limited) (“Juweel”), a resident of Cayman Islands and EG Corporate Travel Holdings LLC (“Expedia”) (collectively, with Amex Coop and Juweel the “Continuing JerseyCo Owners”). The Company has one reportable segment. Impact of COVID-19 Since March 2020, the outbreak of the novel strain of the coronavirus, COVID-19 (“COVID-19”) severely restricted the level of economic activity around the world and had an unprecedented effect on the global travel industry. Government measures implemented to contain the spread of COVID-19, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo time outside of their homes, limited business travel significantly below 2019 levels. While many countries have vaccinated a reasonable proportion of their population, the rate and pace of vaccination globally, the severity and duration of resurgence, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. Overall, the ultimate impact and duration of the COVID-19 pandemic remains uncertain and will depend upon future developments, which are difficult to predict. However, with the spread of the virus now being contained to varying degrees in certain countries during different times, travel restrictions have been lifted and clients have become more comfortable traveling, particularly to domestic locations. This has led to a moderation of the more severe declines in business travel bookings experienced at certain points since the pandemic began. Despite the continued negative impact of the COVID-19 pandemic on the Company’s business, the Company has seen improvement in its transaction volume starting the second half of 2021 and continuing into the first half of 2022 as COVID-19 vaccines continued to be administered and some travel restrictions relaxed. The global travel activity has since shown a recovery trend, but remained below 2019 levels. The Company incurred a net loss of $93 million and had cash outflows from operations of $309 million during the six months ended June 30, 2022 compared to a net loss of $169 million and cash outflows from operations of $236 million during the six months ended June 30, 2021. The Company believes its liquidity is important given limited ability to predict its future financial performance due to the uncertainty associated with the COVID-19 pandemic. Since March 2020, the Company has taken several measures to preserve its liquidity, including initiating a business response plan to the COVID-19 pandemic (voluntary and involuntary redundancies, flexible workings, mandatory pay reductions, consolidating facilities, etc.), entered into several financial transactions, including several debt financing / refinancing transactions and the recent consummation of the Business Combination and continues to explore other capital market transactions to improve liquidity and/or expand its business operations. Based on the financial mitigation measures taken and available funding capacity, along with cash from its operations, the Company believes it has adequate liquidity to meet the future operating, investing and financing needs of the business for a minimum period of twelve months. Basis of Presentation The Company’s consolidated financial statements include the accounts of GBTG, GBT JerseyCo’s wholly- owned subsidiaries and entities controlled by GBTG. There are no entities that have been consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The Company reports the non-controlling ownership interests in subsidiaries that are held by third-party owners as equity attributable to non-controlling interests in subsidiaries on the consolidated balance sheets. The portion of income or loss attributable to third-party owners for the reporting periods is reported as net income (loss) attributable to non-controlling interests in subsidiaries on the consolidated statements of operations. The Company has eliminated intercompany transactions and balances in its consolidated financial statements. For the periods prior to the Business Combination, the consolidated financial statements of the Company comprise the accounts of GBT JerseyCo and its wholly-owned subsidiaries. All intercompany accounts and transactions among GBT JerseyCo and its consolidated subsidiaries were eliminated. The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. As such, certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2021, which are included in the Company’s Registration Statement on Form S-1 as originally filed on June 21, 2022, and declared effective on August 5, 2022 (“Registration Statement”). The Company has included all normal recurring items and adjustments necessary for a fair presentation of the results of the interim period. The Company’s interim unaudited consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, supplier revenue, collectability of receivables, depreciable lives of property and equipment, acquisition purchase price allocations including valuation of acquired intangible assets and goodwill, equity-based compensation, valuation of operating lease right-of-use (“ROU”) assets, impairment of goodwill, other intangible assets, long-lived assets and investments in equity method investments, valuation allowances on deferred income taxes, valuation of pensions, interest rate swaps, warrants and Earnout Shares (discussed below) and contingencies. Actual results could differ materially from those estimates. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact the Company’s results of operations. As a result, many of the Company’s estimates and assumptions require increased judgment. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. | ||
Recent Accounting Standards | Recently Adopted Accounting Pronouncements Income Taxes In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “ Income taxes (Topic 740): Simplifying the Accounting for Income Taxes Freestanding Equity-Classified Written Call Options In May 2021, the FASB issued ASU No. 2021-04, “ Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options Disclosures about Government Assistance In November 2021, the FASB issued ASU No. 2021-10, “ Disclosures by Business Entities about Government Assistance Governments of multiple countries extended several programs to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or deferrals and other financial aid. The Company has participated in several of these government programs. A substantial portion of these government support payments were to ensure that the Company continues to pay and maintain the employees on its payroll and does not make them redundant as the demand for travel services significantly reduced due to the COVID -19 pandemic. During the three months ended June 30, 2022 and 2021, the Company recognized in its consolidated statements of operations government grants and other assistance benefits for salaries and wages (mainly furlough support payments) of $1 million and $17 million, respectively, as a reduction of expenses. During the six months ended June 30, 2022 and 2021, the Company recognized in its consolidated statements of operations government grants and other assistance benefits for salaries and wages (mainly furlough support payments) of $7 million and $43 million, respectively, as a reduction of expenses. As of June 30, 2022 and December 31, 2021, the Company had a receivable of $0 and $6 million, respectively, in relation to such government grants, that is included in the accounts receivable balance in the consolidated balance sheets. These relate to payments that are expected to be received under the government programs where the Company has met the qualifying requirements and it is probable that payments will be received. Accounting Pronouncements — Not Yet Adopted Credit Losses In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Reference rate reforms In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Contracts with Customers Acquired in a Business Combination In October 2021, the FASB issued ASU No. 2021-08, “ Accounting for Contract Assets and Contract Liabilities from Contracts with Customers | ||
Apollo Strategic Growth Capital | |||
Basis of Presentation | Basis of Presentation Certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed. As such, the information included in these condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 1, 2022. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2022 and its results of operations and cash flows for the three months ended March 31, 2022. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022. | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“ SEC | |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of 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 condensed 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. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting 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 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and 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. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | ||
Offering Costs Associated with the Public Offering | Offering Costs Associated with the Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering | Offering Costs Associated with the Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering | |
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, “ Distinguishing Liabilities from Equity Effective with the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital. At March 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants (39,745,978) Class A ordinary shares issuance costs (44,871,756) Plus: Accretion of carrying value to redemption value 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 During the three months ended March 21, 2022, the Company did not make any adjustments to the redemption value of the Class A 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, “ Distinguishing Liabilities from Equity Effective with the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021 and 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 | |
Income Taxes | Income Taxes ASC 740, “ Income Taxes There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. | Income Taxes ASC 740, “ Income Taxes There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. | |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the three months ended March 31, 2022 and 2021. Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ (4,261,175) $ (1,065,294) $ 16,226,517 $ 4,056,629 Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 81,681,000 20,420,250 Basic and diluted net income (loss) per ordinary share $ (0.05) $ (0.05) $ 0.20 $ 0.20 | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share and allocates income/loss on a pro rata basis. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the years ended December 31, 2021 and 2020. The Company did not have any Class A ordinary shares outstanding as of December 31, 2019: Year Ended Year Ended December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 4,959,912 $ 1,239,978 $ (9,780,661) $ (9,861,099) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 18,828,526 18,983,377 Basic and diluted net income (loss) per ordinary share $ 0.06 $ 0.06 $ (0.52) $ (0.52) | |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging Fair Value Measurement | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging Fair Value Measurement | |
Warrant Instruments | Warrant Instruments The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging | Warrant Instruments The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US 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. As of March 31, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US 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. As of December 31, 2021, 2020 and 2019, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. | |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt -Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ ASU 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule of calculation of basic and diluted net income (loss) per ordinary share | The following table reconciles the numerators and denominators used in the computation of basic and diluted earnings (loss) per share from continuing operations: Three months ended Six months ended (in $ millions, except share and per share data) June 30, 2022 June 30, 2022 Numerator – Basic and diluted earnings (loss) per share: Net income attributable to the Company’s Class A common stockholders (A) $ 21 $ 21 Add: Net loss attributable to non-controlling interests in subsidiaries (1) (23) (114) Net loss attributable to the Company’s Class A and Class B common stockholders – Diluted (B) $ (2) $ (93) Denominator – Basic and diluted weighted average number of shares outstanding: Weighted average number of Class A common stock outstanding – Basic (C) 48,867,969 48,867,969 Assumed exercise of GBTG MIP Options 1,003,771 1,003,771 Assumed conversion of Class B common stock 394,448,481 394,448,481 Weighted average number of Class A common stock outstanding – Diluted (D) 444,320,221 444,320,221 Basic earnings per share attributable to the Company’s Class A common stockholders: (A) / (C) $ 0.44 $ 0.44 Diluted loss per share attributable to the Company’s Class A and Class B common stockholders: (B) / (D) $ — $ (0.21) (1) Primarily represents net loss attributed to the Continuing JerseyCo Owners for the periods prior to the Business Combination and their proportionate share of income (loss) after the Business Combination . | ||
Apollo Strategic Growth Capital | |||
Summary of reconciliation of Class A common stock reflected on the balance sheet | At March 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants (39,745,978) Class A ordinary shares issuance costs (44,871,756) Plus: Accretion of carrying value to redemption value 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 | Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 | |
Schedule of calculation of basic and diluted net income (loss) per ordinary share | Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ (4,261,175) $ (1,065,294) $ 16,226,517 $ 4,056,629 Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 81,681,000 20,420,250 Basic and diluted net income (loss) per ordinary share $ (0.05) $ (0.05) $ 0.20 $ 0.20 | Year Ended Year Ended December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 4,959,912 $ 1,239,978 $ (9,780,661) $ (9,861,099) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 18,828,526 18,983,377 Basic and diluted net income (loss) per ordinary share $ 0.06 $ 0.06 $ (0.52) $ (0.52) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule of company's liabilities that are measured at fair value on a recurring basis | As of As of Fair June 30, 2022 December 31, 2021 Value Carrying Fair Carrying Fair (in $ millions) Hierarchy amount (1) value amount (1) value Senior secured initial term loans Level 2 $ 235 $ 219 $ 236 $ 233 Senior secured tranche B-3 term loans Level 3 $ 986 $ 1,013 $ 787 $ 800 (1) Outstanding principal amount of the relevant class of senior secured term loans less unamortized debt discount and debt issuance costs with respect to such loans. | ||
Apollo Strategic Growth Capital | |||
Schedule of company's assets that are measured at fair value on a recurring basis | Description Level March 31, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 817,678,426 $ 817,356,537 Liabilities: Warrant Liability – Private Placement Warrants 3 22,797,295 21,092,973 Warrant Liability – Public Warrants 1 37,300,990 34,850,560 | ||
Schedule of company's liabilities that are measured at fair value on a recurring basis | Description Level December 31, 2021 December 31, 2020 December 31, 2019 Assets: Marketable securities held in Trust Account 1 $ 817,356,537 $ 816,985,533 $ — Liabilities: Warrant Liability – Private Placement Warrants 3 21,092,973 23,455,550 — Warrant Liability – Public Warrants 1 34,850,560 51,186,760 — | ||
Schedule of the changes in fair value, including net transfers in all financial assets and liabilities | Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2021 $ 21,092,973 Change in fair value of derivative liabilities 1,704,322 Balance, March 31, 2022 $ 22,797,295 The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2021: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2020 $ 23,455,550 Change in fair value of derivative liabilities (7,904,318) Balance, March 31, 2021 $ 15,551,232 | Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2019 $ — Derivative liabilities recorded on issuance of derivative warrants 57,753,222 Transfer to Level 1 (39,745,978) Change in fair value of derivative liabilities 5,448,306 Balance, December 31, 2020 23,455,550 Change in fair value of derivative liabilities (2,362,577) Balance, December 31, 2021 $ 21,092,973 | |
Schedule of the fair value of the derivative feature of the Private warrants | March 31, 2022 December 31, 2021 Risk-free interest rate 2.42 % 1.31 % Expected life of grants 5.25 years 5.5 years Expected volatility of underlying shares 17.0 % 18.0 % Dividends 0.0 % 0.0 % | December 31, 2021 December 31, 2020 Risk-free interest rate 1.31 % 0.49 % Expected life of grants 5.5 years 5.9 years Expected volatility of underlying shares 18.0 % 10.0 - 30.0 % Dividends 0.0 % 0 % |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details) | 3 Months Ended | 12 Months Ended | ||||||
Dec. 02, 2021 USD ($) $ / shares shares | Nov. 10, 2020 USD ($) $ / shares shares | Oct. 06, 2020 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) D shares | Dec. 31, 2021 USD ($) D shares | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Jun. 30, 2022 USD ($) shares | |
Description of Organization and Business Operations | ||||||||
Maturity term of U.S. government securities | 180 days | |||||||
Sale of Private Placement Warrants (in shares) | shares | 39,000,000 | |||||||
Cash and Cash Equivalents, at Carrying Value | $ 516,000,000 | $ 446,000,000 | ||||||
Current liabilities | $ 721,000,000 | $ 777,000,000 | ||||||
Apollo Strategic Growth Capital | ||||||||
Description of Organization and Business Operations | ||||||||
Number of units issued | shares | 39,451,134 | 39,451,134 | ||||||
Investments held in Trust | $ 750,000,000 | |||||||
Offering cost | $ 800,880 | |||||||
Transaction Costs | 41,389,428 | |||||||
Underwriting fees | 15,000,000 | |||||||
Deferred underwriting fee payable | 26,250,000 | |||||||
Other offering costs | 139,428 | |||||||
Earnout Shares | shares | 15,000,000 | 15,000,000 | ||||||
Transaction costs allocable to warrant liability | $ 2,344,508 | $ 0 | 2,344,508 | $ 0 | ||||
Maturity term of U.S. government securities | 180 days | |||||||
Percentage of aggregate fair market value of assets | 80% | |||||||
Maximum allowed dissolution expenses | $ 100,000 | 100,000 | $ 100,000 | 100,000 | ||||
Proceeds from issuance initial public offering | 816,810,000 | |||||||
Cash and Cash Equivalents, at Carrying Value | 80,242 | 161,277 | $ 257,872 | |||||
Investment of cash into Trust Account | $ 817,678,426 | $ 817,356,537 | ||||||
Condition for future business combination use of proceeds percentage. | 100 | 100 | ||||||
Condition for future business combination threshold percentage ownership | 100 | 100 | ||||||
Condition for future business combination threshold net tangible assets | $ 5,000,001 | $ 5,000,001 | ||||||
Redemption Limit Percentage Without Prior Consent | 80 | |||||||
Threshold number of days to sell their public shares in a tender offer | D | 2 | 2 | ||||||
Threshold Business Days For Redemption Of Public Shares | D | 10 | |||||||
Working Capital Deficit | $ 15,200,000 | $ 13,700,000 | ||||||
Current liabilities | 15,653,486 | 14,400,637 | $ 2,256,681 | |||||
Cash | $ 80,000 | $ 161,000 | ||||||
Term for submitting or filing shelf, covering the issuance and the resale of all registrable securities on a delayed or continuous basis | 30 days | 30 days | ||||||
Term for declaring shelf effective after the filing | 60 days | 60 days | ||||||
Term For Declaring Shelf Effective After The Filing, If The Sec Notifies That It Will "Review" The Shelf | 90 days | 90 days | ||||||
Term For Declaring Shelf Effective After The Date When Entity Is Notified Orally Or In Writing, Whichever Is Earlier By The Sec That The Shelf Will Not Be Reviewed Or Will Not Be Subject To Further Review | 10 days | 10 days | ||||||
IPO | Apollo Strategic Growth Capital | ||||||||
Description of Organization and Business Operations | ||||||||
Number of units issued | shares | 75,000,000 | 81,681,000 | 81,681,000 | |||||
Unit Par Value | $ / shares | $ 0.00005 | |||||||
Unit Price | $ / shares | $ 10 | |||||||
Proceeds from offering | $ 750,000,000 | |||||||
Threshold Business Days For Redemption Of Public Shares | D | 10 | 10 | ||||||
IPO | Class A common stock | Apollo Strategic Growth Capital | ||||||||
Description of Organization and Business Operations | ||||||||
Proceeds from issuance initial public offering | $ 816,810,000 | |||||||
Over-allotment option | Apollo Strategic Growth Capital | ||||||||
Description of Organization and Business Operations | ||||||||
Number of units issued | shares | 6,681,000 | 9,000,000 | 9,000,000 | |||||
Unit Price | $ / shares | $ 10 | |||||||
Proceeds from offering | $ 66,810,000 | |||||||
Offering cost | 3,674,550 | |||||||
Deferred underwriting fee payable | $ 2,338,350 | |||||||
Number of shares to be issued | shares | 6,681,000 | |||||||
Over-allotment option | Founder | Apollo Strategic Growth Capital | ||||||||
Description of Organization and Business Operations | ||||||||
Maximum shares subject to forfeiture | shares | 1,142,250 | |||||||
PIPE Subscription Agreements | Domesticated Acquiror Class A Common Stock | Apollo Strategic Growth Capital | ||||||||
Description of Organization and Business Operations | ||||||||
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination | 5% | |||||||
Fair market value of shares | $ / shares | $ 0.0001 | |||||||
Sponsor | Domesticated Acquiror Class A Common Stock | Apollo Strategic Growth Capital | ||||||||
Description of Organization and Business Operations | ||||||||
Number of shares that will immediately vest without restrictions | shares | 13,631,318 | |||||||
Number of shares that will be deemed unvested | shares | 6,713,932 | |||||||
Term For Triggering Events | 5 years | |||||||
Sponsor | Private Placement. | Apollo Strategic Growth Capital | ||||||||
Description of Organization and Business Operations | ||||||||
Price of warrants (in dollars per share) | $ / shares | $ 1.50 | |||||||
Sponsor | PIPE Subscription Agreements | Domesticated Acquiror Class A Common Stock | Apollo Strategic Growth Capital | ||||||||
Description of Organization and Business Operations | ||||||||
Number of shares to be issued | shares | 2,000,000 | |||||||
Fair market value of shares | $ / shares | $ 10 | |||||||
PIPE Investors | PIPE Subscription Agreements | Domesticated Acquiror Class A Common Stock | Apollo Strategic Growth Capital | ||||||||
Description of Organization and Business Operations | ||||||||
Number of shares to be issued | shares | 33,500,000 | |||||||
Fair market value of shares | $ / shares | $ 10 | |||||||
Aggregate purchase price | $ 335,000,000 | |||||||
Private Placement Warrants. | Apollo Strategic Growth Capital | ||||||||
Description of Organization and Business Operations | ||||||||
Number of units issued | shares | 12,224,134 | 12,224,134 | ||||||
Private Placement Warrants. | Private Placement. | Apollo Strategic Growth Capital | ||||||||
Description of Organization and Business Operations | ||||||||
Proceeds from sale of Private Placement Warrants | $ 18,336,200 | $ 18,336,200 | ||||||
Sale of Private Placement Warrants (in shares) | shares | 12,224,134 | 12,224,134 | ||||||
Private Placement Warrants. | Sponsor | Apollo Strategic Growth Capital | ||||||||
Description of Organization and Business Operations | ||||||||
Price of warrants (in dollars per share) | $ / shares | $ 1.50 | |||||||
Proceeds from sale of Private Placement Warrants | $ 1,336,200 | $ 17,000,000 | ||||||
Sale of Private Placement Warrants (in shares) | shares | 890,800 | 11,333,334 | ||||||
Public warrants | Apollo Strategic Growth Capital | ||||||||
Description of Organization and Business Operations | ||||||||
Number of units issued | shares | 27,227,000 | 27,227,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |||||
Statutory tax rate (as a percent) | 21% | ||||
Apollo Strategic Growth Capital | |||||
Summary of Significant Accounting Policies | |||||
Federal depository insurance coverage | $ 250,000 | $ 250,000 | |||
Public offering costs | 800,877 | $ 800,877 | |||
Underwriter discounts charged to APIC | 44,924,550 | 44,924,550 | |||
Transaction costs allocable to warrant liability | 2,344,508 | 0 | 2,344,508 | $ 0 | |
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | $ 0 | |
Statutory tax rate (as a percent) | 0% | 0% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A ordinary shares reflected in the condensed balance sheets (Details) - Apollo Strategic Growth Capital - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class A ordinary shares subject to possible redemption | $ 816,810,000 | $ 816,810,000 | $ 816,810,000 |
Class A common stock | |||
Gross proceeds | 816,810,000 | 816,810,000 | 816,810,000 |
Proceeds allocated to Public Warrants | (39,745,978) | 39,745,978 | 39,745,978 |
Class A ordinary shares issuance costs | (44,871,756) | 44,871,756 | 44,871,756 |
Accretion of carrying value to redemption value | 84,617,734 | 84,617,734 | 84,617,734 |
Class A ordinary shares subject to possible redemption | $ 816,810,000 | $ 816,810,000 | $ 816,810,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||||||
Allocation of net loss, as adjusted | $ 21,000,000 | $ 21,000,000 | |||||
Denominator: | |||||||
Weighted average number of shares outstanding - Basic | 48,867,969 | 48,867,969 | |||||
Weighted average number of shares outstanding - Diluted | 444,320,221 | 444,320,221 | |||||
Basic earnings per share attributable to the Company's Class A common stockholders: | $ 0.44 | $ 0.44 | |||||
Diluted loss per share attributable to the Company's Class A common stockholders | $ (0.21) | ||||||
Class A common stock | Apollo Strategic Growth Capital | |||||||
Numerator: | |||||||
Allocation of net loss, as adjusted | $ (4,261,175) | $ 16,226,517 | $ 4,959,912 | $ (9,780,661) | |||
Denominator: | |||||||
Weighted average number of shares outstanding - Basic | 81,681,000 | 81,681,000 | 81,681,000 | 18,828,526 | |||
Weighted average number of shares outstanding - Diluted | 81,681,000 | 81,681,000 | 81,681,000 | 18,828,526 | |||
Basic earnings per share attributable to the Company's Class A common stockholders: | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | |||
Diluted loss per share attributable to the Company's Class A common stockholders | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | |||
Class B common stock | Apollo Strategic Growth Capital | |||||||
Numerator: | |||||||
Allocation of net loss, as adjusted | $ (1,065,294) | $ 4,056,629 | $ 1,239,978 | $ (9,861,099) | |||
Denominator: | |||||||
Weighted average number of shares outstanding - Basic | 20,420,250 | 20,420,250 | 20,420,250 | 18,983,377 | 18,750,000 | ||
Weighted average number of shares outstanding - Diluted | 20,420,250 | 20,420,250 | 20,420,250 | 18,983,377 | 18,750,000 | ||
Basic earnings per share attributable to the Company's Class A common stockholders: | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | $ 0 | ||
Diluted loss per share attributable to the Company's Class A common stockholders | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | $ 0 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Nov. 10, 2020 | Oct. 06, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Exercise price of warrants | $ 11.50 | |||||
Apollo Strategic Growth Capital | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | 39,451,134 | 39,451,134 | ||||
Proceeds from sale of Units in Public Offering | $ 816,810,000 | |||||
Public warrants | Apollo Strategic Growth Capital | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | 27,227,000 | 27,227,000 | ||||
Class A common stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common shares, par value, (per share) | $ 0.0001 | |||||
Class A common stock | Apollo Strategic Growth Capital | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common shares, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 | |||
IPO | Apollo Strategic Growth Capital | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | 75,000,000 | 81,681,000 | 81,681,000 | |||
Purchase price, per unit | $ 10 | $ 10 | ||||
Number of shares in a unit | 6,681,000 | 6,681,000 | ||||
IPO | Public warrants | Apollo Strategic Growth Capital | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of warrants in a unit | 0.33 | 1 | ||||
Number of shares issuable per warrant | 1 | 1 | ||||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||||
Number of shares per unit | 1 | 1 | ||||
IPO | Class A common stock | Apollo Strategic Growth Capital | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from sale of Units in Public Offering | $ 816,810,000 | |||||
Common shares, par value, (per share) | $ 0.00005 | |||||
Over-allotment option | Apollo Strategic Growth Capital | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | 6,681,000 | 9,000,000 | 9,000,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Nov. 10, 2020 | Oct. 06, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | 39,000,000 | ||||
Exercise price | $ 11.50 | ||||
Private Placement Warrants. | Sponsor | Apollo Strategic Growth Capital | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | 890,800 | 11,333,334 | |||
Aggregate purchase price | $ 1,336,200 | $ 17,000,000 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | |||
Private Placement. | Private Placement Warrants. | Apollo Strategic Growth Capital | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | 12,224,134 | 12,224,134 | |||
Price of warrants | $ 1.50 | $ 1.50 | |||
Aggregate purchase price | $ 18,336,200 | $ 18,336,200 |
RELATED PARTIES - Founder Share
RELATED PARTIES - Founder Shares (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2020 item $ / shares shares | Sep. 16, 2020 shares | Sep. 30, 2020 D $ / shares shares | Oct. 31, 2008 shares | Jun. 30, 2022 USD ($) $ / shares shares | Mar. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 $ / shares shares | Nov. 30, 2020 shares | Nov. 10, 2020 shares | Oct. 06, 2020 shares | Aug. 06, 2020 shares | Dec. 31, 2019 shares | |
Related Party Transaction [Line Items] | |||||||||||||
Purchase price | $ | $ 6 | ||||||||||||
Sale of Private Placement Warrants (in shares) | 39,000,000 | ||||||||||||
Private Placement Warrants. | Private Placement. | Apollo Strategic Growth Capital | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Price of warrant | $ / shares | $ 1.50 | $ 1.50 | |||||||||||
Sale of Private Placement Warrants (in shares) | 12,224,134 | 12,224,134 | |||||||||||
Class B common stock | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common shares outstanding | 394,448,481 | ||||||||||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | ||||||||||||
Class B common stock | Apollo Strategic Growth Capital | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common shares outstanding | 20,420,250 | 20,420,250 | 20,420,250 | 20,420,250 | |||||||||
Common shares, par value, (per share) | $ / shares | $ 0.00005 | $ 0.00005 | $ 0.00005 | ||||||||||
Sponsor | Private Placement Warrants. | Apollo Strategic Growth Capital | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | |||||||||||
Sale of Private Placement Warrants (in shares) | 890,800 | 11,333,334 | |||||||||||
Founder | Apollo Strategic Growth Capital | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares issued during the period | 1 | ||||||||||||
Founder | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Holding of shares | 25,000 | 25,000 | |||||||||||
Founder | Apollo Strategic Growth Capital | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares issued during the period | 1 | ||||||||||||
Common shares outstanding | 21,562,500 | ||||||||||||
Number of independent directors | 3 | 3 | |||||||||||
Surrendered founder shares | 7,187,500 | ||||||||||||
Holding of shares | 25,000 | 25,000 | |||||||||||
Purchase price, per unit | $ / shares | $ 0.00087 | $ 0.00087 | |||||||||||
Recapitalization ratio | 1.33333 | ||||||||||||
Founder | Over-allotment option | Apollo Strategic Growth Capital | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Maximum shares subject to forfeiture | 1,142,250 | ||||||||||||
Founder | Class B common stock | Apollo Strategic Growth Capital | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common shares outstanding | 75,000 | 75,000 | 28,750,000 | ||||||||||
Purchase price, per unit | $ / shares | $ 65.25 | $ 65.25 | |||||||||||
Founder | Sponsor | Class B common stock | Apollo Strategic Growth Capital | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares subject to forfeiture | 1,142,250 | ||||||||||||
Restrictions on transfer period of time after business combination completion | 1 year | 1 year | |||||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | |||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | 20 days | |||||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | |||||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days |
RELATED PARTIES - Additional In
RELATED PARTIES - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 11, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2022 | Sep. 14, 2021 | Jun. 18, 2021 | Feb. 22, 2021 | Oct. 20, 2020 | |
Related Party Transaction [Line Items] | |||||||||||
Exercise price | $ 11.50 | ||||||||||
Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Repayment of promissory note - related party | $ 371,767 | $ 371,767 | |||||||||
Due to Related Parties | $ 4,258,589 | 2,040,211 | $ 373,517 | $ 0 | |||||||
Advances from Related Parties | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Offering costs and other expenses | 2,218,378 | 2,472 | 2,040,211 | 373,517 | 0 | ||||||
Administrative Services Agreement | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses per month | 16,667 | 16,667 | |||||||||
Expenses incurred | $ 50,001 | $ 50,647 | $ 200,650 | 46,669 | $ 0 | ||||||
Threshold period for which expenses are paid | 27 months | 27 months | |||||||||
Sponsor | Note | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses incurred | $ 750,000 | ||||||||||
Interest rate per annum | 0.17% | ||||||||||
Sponsor | October Note | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loan conversion agreement warrant | $ 1,500,000 | ||||||||||
Exercise price | $ 1.50 | ||||||||||
Debt principal amount | $ 1,500,000 | ||||||||||
Interest rate per annum | 0.14% | ||||||||||
Amount borrowed | $ 1,500,000 | ||||||||||
Outstanding balance | $ 1,500,000 | $ 1,500,000 | |||||||||
Outstanding interest | 3,032 | 2,514 | $ 414 | ||||||||
Sponsor | February Note | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt principal amount | $ 800,000 | ||||||||||
Interest rate per annum | 0.12% | ||||||||||
Amount borrowed | $ 800,000 | ||||||||||
Outstanding balance | 800,000 | 800,000 | |||||||||
Outstanding interest | 1,057 | 821 | |||||||||
Sponsor | June Note | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt principal amount | $ 2,000,000 | ||||||||||
Interest rate per annum | 0.13% | ||||||||||
Amount borrowed | $ 2,000,000 | ||||||||||
Outstanding balance | 2,000,000 | 2,000,000 | |||||||||
Outstanding interest | 2,016 | 1,375 | |||||||||
Sponsor | September Note | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt principal amount | $ 1,500,000 | ||||||||||
Interest rate per annum | 0.17% | ||||||||||
Amount borrowed | $ 1,500,000 | ||||||||||
Outstanding balance | 1,500,000 | 1,500,000 | |||||||||
Outstanding interest | $ 1,395 | $ 755 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - Apollo Strategic Growth Capital - USD ($) | 3 Months Ended | 12 Months Ended | |
Nov. 10, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | |
Underwriting Agreement | |||
Number of units issued | 39,451,134 | 39,451,134 | |
Underwriting cash discount per unit | $ 0.20 | ||
Deferred Fee Per Unit | $ 0.35 | ||
Aggregate deferred underwriting fee payable | $ 28,588,350 | ||
Contingent fees | $ 7,000,000 | $ 7,000,000 | |
Placement Fees | 3.50% | 3.50% | |
Over-allotment option | |||
Underwriting Agreement | |||
Number of units issued | 6,681,000 | 9,000,000 | 9,000,000 |
Threshold Number Of Days Granted For Underwriter For Purchase Of Additional Units | 30 days | 30 days | |
Aggregate underwriter cash discount | $ 16,336,200 |
SHAREHOLDERS' DEFICIT - Preferr
SHAREHOLDERS' DEFICIT - Preferred Shares (Details) - Apollo Strategic Growth Capital - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 | |
Preferred stock, shares issued | 0 | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 |
SHAREHOLDERS' DEFICIT - Ordinar
SHAREHOLDERS' DEFICIT - Ordinary Shares (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Nov. 30, 2020 shares | Sep. 30, 2020 shares | Mar. 31, 2022 Vote shares | Dec. 31, 2021 Vote / shares shares | Dec. 31, 2020 shares | Dec. 31, 2019 shares | Jun. 30, 2022 shares | |
Apollo Strategic Growth Capital | |||||||
Earn-outs | |||||||
Number of vote for each ordinary share | Vote / shares | 1 | ||||||
Number of Class A common stock issued upon conversion of each share (in shares) | 1 | ||||||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares (in shares) | 20% | 20% | |||||
Common shares, votes per share | Vote / shares | 1 | ||||||
Class A common stock | |||||||
Earn-outs | |||||||
Common shares, shares authorized | 3,000,000,000 | ||||||
Common shares, shares issued | 56,945,033 | ||||||
Shares outstanding | 56,945,033 | ||||||
Class A common stock | Apollo Strategic Growth Capital | |||||||
Earn-outs | |||||||
Common shares, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||||
Number of vote for each ordinary share | Vote | 1 | ||||||
Common stock shares outstanding including shares subject to possible conversion | 81,681,000 | 81,681,000 | 81,681,000 | 0 | |||
Common shares, votes per share | Vote | 1 | ||||||
Common shares, shares issued | 0 | 0 | 0 | ||||
Shares outstanding | 0 | 0 | 0 | ||||
Class B common stock | |||||||
Earn-outs | |||||||
Common shares, shares authorized | 3,000,000,000 | ||||||
Common shares, shares issued | 394,448,481 | ||||||
Shares outstanding | 394,448,481 | ||||||
Class B common stock | Apollo Strategic Growth Capital | |||||||
Earn-outs | |||||||
Common shares, shares authorized | 60,000,000 | 60,000,000 | 60,000,000 | ||||
Common shares, shares issued | 20,420,250 | 20,420,250 | 20,420,250 | 20,420,250 | |||
Shares outstanding | 20,420,250 | 20,420,250 | 20,420,250 | 20,420,250 | |||
Common stock, shares subject to forfeiture (in shares) | 1,142,250 | ||||||
Common stock, shares subject to surrender (in shares) | 7,187,500 |
WARRANTS (Details)
WARRANTS (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 USD ($) D item $ / shares shares | Dec. 31, 2021 USD ($) D $ / shares shares | Jun. 30, 2022 shares | Dec. 31, 2020 shares | Dec. 31, 2019 shares | |
Shareholders' Equity | |||||
Warrants outstanding | 39,451,134 | ||||
Apollo Strategic Growth Capital | |||||
Shareholders' Equity | |||||
Warrants outstanding | 39,451,134 | 39,451,134 | 39,451,134 | 0 | |
Number of units issued | 39,451,134 | 39,451,134 | |||
Warrant liabilities | $ | $ 57,753,222 | $ 57,753,222 | |||
Public warrants | |||||
Shareholders' Equity | |||||
Warrants outstanding | 27,227,000 | ||||
Public Warrants expiration term | 5 years | ||||
Public warrants | Apollo Strategic Growth Capital | |||||
Shareholders' Equity | |||||
Warrants outstanding | 27,227,000 | 27,227,000 | |||
Warrants exercisable term after the completion of a business combination | 30 days | 30 days | |||
Warrants exercisable term from the closing of the public offering | 12 months | 12 months | |||
Threshold period for filling registration statement after business combination | 15 days | ||||
Public Warrants expiration term | 5 years | 5 years | |||
Number of units issued | 27,227,000 | 27,227,000 | |||
Public warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | Apollo Strategic Growth Capital | |||||
Shareholders' Equity | |||||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | |||
Stock price trigger for redemption of warrants (in dollars per share) | $ / shares | $ 18 | $ 18 | |||
Threshold trading days for redemption of public warrants | D | 20 | 20 | |||
Threshold consecutive trading days for redemption of public warrants | 30 | 30 | |||
Private Placement Warrants. | Apollo Strategic Growth Capital | |||||
Shareholders' Equity | |||||
Warrants outstanding | 12,224,134 | 12,224,134 | |||
Warrants exercisable term after the completion of a business combination | 30 days | 30 days | |||
Number of units issued | 12,224,134 | 12,224,134 | |||
Private warrants | |||||
Shareholders' Equity | |||||
Warrants outstanding | 12,224,134 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Apollo Strategic Growth Capital - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets, Fair Value Disclosure [Abstract] | |||
Marketable securities held in Trust Account | $ 817,678,426 | $ 817,356,537 | $ 816,985,533 |
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative warrant liabilities | 60,098,285 | 55,943,533 | 74,642,310 |
Level 1 | Recurring | |||
Assets, Fair Value Disclosure [Abstract] | |||
Marketable securities held in Trust Account | 817,678,426 | 817,356,537 | 816,985,533 |
Level 1 | Recurring | Public warrants | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative warrant liabilities | 37,300,990 | 34,850,560 | 51,186,760 |
Level 3 | Recurring | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative warrant liabilities | 57,753,222 | ||
Level 3 | Recurring | Private Placement Warrants. | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative warrant liabilities | $ 22,797,295 | $ 21,092,973 | $ 23,455,550 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Change in fair value of derivative liabilities | $ (13,000,000) | $ (13,000,000) | ||||
Apollo Strategic Growth Capital | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning Balance | 60,098,285 | $ 55,943,533 | $ 74,642,310 | 55,943,533 | $ 74,642,310 | |
Transfer to Level 1 | 0 | 0 | ||||
Change in fair value of derivative liabilities | (4,154,752) | 24,785,058 | 18,698,777 | $ (16,889,088) | ||
Ending Balance | 60,098,285 | 55,943,533 | 74,642,310 | |||
Recurring | Level 3 | Apollo Strategic Growth Capital | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning Balance | $ 22,797,295 | 21,092,973 | 23,455,550 | $ 21,092,973 | 23,455,550 | 0 |
Transfer to Level 1 | (39,745,978) | |||||
Change in fair value of derivative liabilities | 1,704,322 | (7,904,318) | (2,362,577) | 5,448,306 | ||
Ending Balance | $ 22,797,295 | $ 15,551,232 | $ 21,092,973 | $ 23,455,550 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Change in fair value of derivative warrant liabilities | $ (13,000,000) | $ (13,000,000) | ||||
Apollo Strategic Growth Capital | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | $ 60,098,285 | $ 55,943,533 | $ 74,642,310 | |||
Change in fair value of derivative warrant liabilities | (4,154,752) | $ 24,785,058 | 18,698,777 | (16,889,088) | ||
Charge to additional paid in capital | 328,959 | |||||
Transfers into or out of Level III | $ 0 | $ 0 | ||||
Public warrants | Apollo Strategic Growth Capital | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Charge to additional paid in capital | $ 328,959 | |||||
Risk-free interest rate | Level 3 | Apollo Strategic Growth Capital | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 2.42 | 1.31 | 0.49 | |||
Expected term (years) | Level 3 | Apollo Strategic Growth Capital | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 5.25 | 5.5 | 5.9 | |||
Volatility | Level 3 | Apollo Strategic Growth Capital | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 17 | 18 | ||||
Volatility | Level 3 | Minimum | Apollo Strategic Growth Capital | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 10 | |||||
Volatility | Level 3 | Maximum | Apollo Strategic Growth Capital | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 30 | |||||
Expected dividends | Level 3 | Apollo Strategic Growth Capital | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 0 | 0 | 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - April Note - Sponsor - Apollo Strategic Growth Capital | Apr. 01, 2022 USD ($) |
Subsequent Event [Line Items] | |
Aggregate principal amount | $ 1,500,000 |
Interest rate per annum | 0.13% |
CONDENSED BALANCE SHEETS_2
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||||||
Cash | $ 446,000,000 | $ 516,000,000 | ||||
Prepaid expenses | 49,000,000 | 42,000,000 | ||||
Total current assets | 1,284,000,000 | 1,052,000,000 | ||||
Total assets | 3,851,000,000 | 3,771,000,000 | ||||
Current liabilities: | ||||||
Total current liabilities | 777,000,000 | 721,000,000 | ||||
Total liabilities | 2,585,000,000 | 2,277,000,000 | ||||
Commitments and contingencies (Note 7) | ||||||
Shareholders' deficit: | ||||||
Additional paid-in capital | 244,000,000 | 2,560,000,000 | ||||
Accumulated deficit | (128,000,000) | (1,065,000,000) | ||||
Total equity of the Company's stockholders | 86,000,000 | 1,333,000,000 | ||||
Total liabilities, preferred shares, and stockholders' equity | 3,851,000,000 | 3,771,000,000 | ||||
Apollo Strategic Growth Capital | ||||||
Current assets: | ||||||
Cash | $ 80,242 | 161,277 | $ 257,872 | |||
Prepaid expenses | 336,193 | 495,915 | 1,125,255 | |||
Total current assets | 416,435 | 657,192 | 1,383,127 | |||
Investments held in Trust Account | 817,678,426 | 817,356,537 | 816,985,533 | |||
Total assets | 818,094,861 | 818,013,729 | 818,368,660 | |||
Current liabilities: | ||||||
Accounts payable and accrued offering costs | 5,594,897 | 6,560,426 | 383,164 | |||
Advances from related party | 4,258,589 | 2,040,211 | 373,517 | $ 0 | ||
Note payable - Sponsor | 5,800,000 | 5,800,000 | 1,500,000 | |||
Total current liabilities | 15,653,486 | 14,400,637 | 2,256,681 | |||
Derivative warrant liabilities | 60,098,285 | 55,943,533 | 74,642,310 | |||
Deferred underwriting compensation | 28,588,350 | 28,588,350 | 28,588,350 | |||
Total liabilities | 104,340,121 | 98,932,520 | 105,487,341 | |||
Commitments and contingencies (Note 7) | ||||||
Temporary Equity: | ||||||
Class A ordinary shares subject to possible redemption; 81,681,000 shares (at $10.00 per share) as of March 31, 2022 and December 31, 2021 | 816,810,000 | 816,810,000 | 816,810,000 | |||
Shareholders' deficit: | ||||||
Preferred shares, $0.00005 par value; 1,000,000 shares authorized; none issued and outstanding | ||||||
Accumulated deficit | (103,056,281) | (97,729,812) | (103,929,702) | |||
Total equity of the Company's stockholders | (103,055,260) | (97,728,791) | $ (83,645,535) | (103,928,681) | $ 1,854 | |
Total liabilities, preferred shares, and stockholders' equity | 818,094,861 | 818,013,729 | 818,368,660 | |||
Class A common stock | ||||||
Shareholders' deficit: | ||||||
Ordinary shares | ||||||
Class A common stock | Apollo Strategic Growth Capital | ||||||
Temporary Equity: | ||||||
Class A ordinary shares subject to possible redemption; 81,681,000 shares (at $10.00 per share) as of March 31, 2022 and December 31, 2021 | 816,810,000 | 816,810,000 | 816,810,000 | |||
Shareholders' deficit: | ||||||
Ordinary shares | ||||||
Class B common stock | ||||||
Shareholders' deficit: | ||||||
Ordinary shares | ||||||
Class B common stock | Apollo Strategic Growth Capital | ||||||
Shareholders' deficit: | ||||||
Ordinary shares | $ 1,021 | $ 1,021 | $ 1,021 |
CONDENSED BALANCE SHEETS (Par_2
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class A common stock subject to possible redemption, issued (in shares) | 1,500,000 | ||||
Temporary Equity, Shares Outstanding | 1,500,000 | ||||
Apollo Strategic Growth Capital | |||||
Preferred stock, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | |
Class A common stock | |||||
Common shares, par value, (per share) | $ 0.0001 | ||||
Common shares, shares authorized | 3,000,000,000 | ||||
Common shares, shares issued | 56,945,033 | ||||
Shares outstanding | 56,945,033 | ||||
Class A common stock | Apollo Strategic Growth Capital | |||||
Class A common stock subject to possible redemption, issued (in shares) | 81,681,000 | 81,681,000 | |||
Shares subject to possible redemption, redemption value per share | $ 10 | $ 10 | |||
Common shares, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 | ||
Common shares, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||
Common shares, shares issued | 0 | 0 | 0 | ||
Shares outstanding | 0 | 0 | 0 | ||
Class B common stock | |||||
Common shares, par value, (per share) | $ 0.0001 | ||||
Common shares, shares authorized | 3,000,000,000 | ||||
Common shares, shares issued | 394,448,481 | ||||
Shares outstanding | 394,448,481 | ||||
Class B common stock | Apollo Strategic Growth Capital | |||||
Common shares, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 | ||
Common shares, shares authorized | 60,000,000 | 60,000,000 | 60,000,000 | ||
Common shares, shares issued | 20,420,250 | 20,420,250 | 20,420,250 | 20,420,250 | |
Shares outstanding | 20,420,250 | 20,420,250 | 20,420,250 | 20,420,250 | |
Class A Ordinary Shares Subject to Redemption | Apollo Strategic Growth Capital | |||||
Shares subject to possible redemption, redemption value per share | $ 10 | $ 10 | |||
Temporary Equity, Shares Outstanding | 81,681,000 | 81,681,000 |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenue | $ 486,000,000 | $ 153,000,000 | $ 836,000,000 | $ 279,000,000 | |||||
EXPENSES | |||||||||
General and administrative | 89,000,000 | 41,000,000 | 154,000,000 | 80,000,000 | |||||
Total operating expenses | 505,000,000 | 267,000,000 | 951,000,000 | 522,000,000 | |||||
OTHER INCOME (EXPENSES) | |||||||||
Interest expense | (24,000,000) | $ (13,000,000) | (43,000,000) | (24,000,000) | |||||
Change in fair value of derivative warrant liabilities | (13,000,000) | (13,000,000) | |||||||
TOTAL OTHER INCOME (EXPENSES) | $ 2,000,000 | $ 2,000,000 | $ 5,000,000 | ||||||
Weighted Average Number of Shares Outstanding, Basic | 48,867,969 | 48,867,969 | |||||||
Weighted Average Number of Shares Outstanding, Diluted | 444,320,221 | 444,320,221 | |||||||
Earnings Per Share, Basic | $ 0.44 | $ 0.44 | |||||||
Earnings Per Share, Diluted | $ (0.21) | ||||||||
Apollo Strategic Growth Capital | |||||||||
Total revenue | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
EXPENSES | |||||||||
Administrative fee - related party | 50,001 | 50,647 | 200,650 | 46,669 | |||||
General and administrative | 1,441,567 | 4,592,167 | 12,663,776 | 536,614 | 1,853 | ||||
Total operating expenses | 1,491,568 | 4,642,814 | 12,864,426 | 583,283 | 1,853 | ||||
OTHER INCOME (EXPENSES) | |||||||||
Investment income from Trust Account | 321,889 | 141,517 | 371,004 | 175,533 | |||||
Interest expense | (2,038) | (615) | (5,465) | (414) | |||||
Transaction costs allocable to warrant liability | (2,344,508) | 0 | (2,344,508) | 0 | |||||
Change in fair value of derivative warrant liabilities | (4,154,752) | 24,785,058 | 18,698,777 | (16,889,088) | |||||
TOTAL OTHER INCOME (EXPENSES) | (3,834,901) | 24,925,960 | 19,064,316 | (19,058,477) | |||||
Net (loss) income | $ (5,326,469) | $ 20,283,146 | $ 6,199,890 | $ (19,641,760) | $ (1,853) | ||||
Class A common stock | Apollo Strategic Growth Capital | |||||||||
OTHER INCOME (EXPENSES) | |||||||||
Weighted Average Number of Shares Outstanding, Basic | 81,681,000 | 81,681,000 | 81,681,000 | 18,828,526 | |||||
Weighted Average Number of Shares Outstanding, Diluted | 81,681,000 | 81,681,000 | 81,681,000 | 18,828,526 | |||||
Earnings Per Share, Basic | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | |||||
Earnings Per Share, Diluted | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | |||||
Class B common stock | Apollo Strategic Growth Capital | |||||||||
OTHER INCOME (EXPENSES) | |||||||||
Weighted Average Number of Shares Outstanding, Basic | 20,420,250 | 20,420,250 | 20,420,250 | 18,983,377 | 18,750,000 | ||||
Weighted Average Number of Shares Outstanding, Diluted | 20,420,250 | 20,420,250 | 20,420,250 | 18,983,377 | 18,750,000 | ||||
Earnings Per Share, Basic | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | $ 0 | ||||
Earnings Per Share, Diluted | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | $ 0 |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Class A common stock Common Stock | Class B common stock Apollo Strategic Growth Capital Common Stock | Class B common stock Common Stock | Apollo Strategic Growth Capital Additional paid-in capital | Apollo Strategic Growth Capital Accumulated deficit | Apollo Strategic Growth Capital | Total |
Balance at the beginning at Dec. 31, 2018 | $ 1,078 | $ 27,117 | $ (28,195) | ||||
Beginning balance (in shares) at Dec. 31, 2018 | 21,562,500 | ||||||
Capital contributions | 3,707 | $ 3,707 | |||||
Net income | (1,853) | (1,853) | |||||
Balance at the end at Dec. 31, 2019 | $ 1,078 | 30,824 | (30,048) | 1,854 | |||
Ending balance (in shares) at Dec. 31, 2019 | 21,562,500 | ||||||
Excess of proceeds received over fair value of private warrant liabilities | 328,959 | 328,959 | |||||
Forfeiture of Class B ordinary shares by Sponsor | $ (57) | 57 | |||||
Forfeiture of Class B ordinary shares by Sponsor (in shares) | (1,142,250) | ||||||
Accretion of Class A ordinary shares subject to possible redemption amount | (359,840) | (84,257,894) | (84,617,734) | ||||
Net income | $ 0 | 0 | (19,641,760) | (19,641,760) | |||
Balance at the end at Dec. 31, 2020 | $ 1,021 | 0 | (103,929,702) | (103,928,681) | |||
Ending balance (in shares) at Dec. 31, 2020 | 20,420,250 | ||||||
Net income | 20,283,146 | 20,283,146 | |||||
Balance at the end at Mar. 31, 2021 | $ 1,021 | (83,646,556) | (83,645,535) | ||||
Ending balance (in shares) at Mar. 31, 2021 | 20,420,250 | ||||||
Balance at the beginning at Dec. 31, 2020 | $ 1,021 | 0 | (103,929,702) | (103,928,681) | |||
Beginning balance (in shares) at Dec. 31, 2020 | 20,420,250 | ||||||
Balance at the beginning at Dec. 31, 2020 | $ 1,021 | 0 | (103,929,702) | (103,928,681) | |||
Beginning balance (in shares) at Dec. 31, 2020 | 20,420,250 | ||||||
Net income | $ 0 | 0 | 6,199,890 | 6,199,890 | |||
Balance at the end at Dec. 31, 2021 | $ 1,021 | 0 | (97,729,812) | (97,728,791) | $ 1,333,000,000 | ||
Ending balance (in shares) at Dec. 31, 2021 | 20,420,250 | ||||||
Balance at the beginning at Mar. 31, 2021 | $ 1,021 | (83,646,556) | (83,645,535) | ||||
Beginning balance (in shares) at Mar. 31, 2021 | 20,420,250 | ||||||
Balance at the beginning at Dec. 31, 2021 | $ 1,021 | 0 | (97,729,812) | (97,728,791) | 1,333,000,000 | ||
Beginning balance (in shares) at Dec. 31, 2021 | 20,420,250 | ||||||
Net income | (5,326,469) | (5,326,469) | |||||
Balance at the end at Mar. 31, 2022 | $ 1,021 | (103,056,281) | (103,055,260) | ||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | 20,420,250 | 0 | ||||
Balance at the beginning at Dec. 31, 2021 | $ 1,021 | $ 0 | (97,729,812) | (97,728,791) | 1,333,000,000 | ||
Beginning balance (in shares) at Dec. 31, 2021 | 20,420,250 | ||||||
Balance at the end at Jun. 30, 2022 | 86,000,000 | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 56,945,033 | 394,448,481 | |||||
Balance at the beginning at Mar. 31, 2022 | $ 1,021 | $ (103,056,281) | $ (103,055,260) | ||||
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 20,420,250 | 0 | ||||
Balance at the end at Jun. 30, 2022 | $ 86,000,000 | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 56,945,033 | 394,448,481 |
CONDENSED STATEMENTS OF CASH _2
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities: | |||||||||
Net (loss) income | $ (2,000,000) | $ (91,000,000) | $ (55,000,000) | $ (114,000,000) | $ (93,000,000) | $ (169,000,000) | |||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||||||||
Change in fair value of derivative warrant liabilities | 13,000,000 | 13,000,000 | |||||||
Changes in operating assets and liabilities: | |||||||||
Accounts payable and accrued expenses | 114,000,000 | (53,000,000) | |||||||
Net cash used in operating activities | (309,000,000) | (236,000,000) | |||||||
Cash Flows From Investing Activities: | |||||||||
Net cash used in investing activities | (42,000,000) | (71,000,000) | |||||||
Cash Flows From Financing Activities: | |||||||||
Net cash from financing activities | 298,000,000 | 187,000,000 | |||||||
Net decrease in cash, cash equivalents and restricted cash | (69,000,000) | (121,000,000) | |||||||
Cash, cash equivalents and restricted cash, beginning of period | 525,000,000 | 593,000,000 | 525,000,000 | 593,000,000 | $ 593,000,000 | ||||
Cash, cash equivalents and restricted cash, end of period | 456,000,000 | 472,000,000 | 456,000,000 | 472,000,000 | 525,000,000 | $ 593,000,000 | |||
Apollo Strategic Growth Capital | |||||||||
Cash Flows From Operating Activities: | |||||||||
Net (loss) income | (5,326,469) | 20,283,146 | 6,199,890 | (19,641,760) | $ (1,853) | ||||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||||||||
Investment income earned on investment held in Trust Account | (321,889) | (141,517) | (371,004) | (175,533) | |||||
Formation and organization costs paid by related parties | 27,607 | 3,707 | |||||||
Costs associated with warrant liabilities | 2,344,508 | ||||||||
Change in fair value of derivative warrant liabilities | 4,154,752 | (24,785,058) | (18,698,777) | 16,889,088 | |||||
Changes in operating assets and liabilities: | |||||||||
Prepaid expenses | 159,722 | 150,174 | 629,340 | (1,123,401) | (1,854) | ||||
Accounts payable and accrued expenses | (965,529) | 4,138,691 | 6,179,734 | (761,757) | |||||
Advances from Related Parties | 2,218,378 | 2,035,989 | |||||||
Net cash used in operating activities | (81,035) | (354,564) | (4,024,828) | (2,441,248) | 0 | ||||
Cash Flows From Investing Activities: | |||||||||
Cash deposited into Trust Account | (816,810,000) | ||||||||
Net cash used in investing activities | 0 | (816,810,000) | 0 | ||||||
Cash Flows From Financing Activities: | |||||||||
Proceeds from sale of Units in Public Offering | 816,810,000 | ||||||||
Proceeds from sale of Private Placement Warrants | 18,336,200 | ||||||||
Payment of underwriter commissions | (16,336,200) | ||||||||
Payment of offering costs | (800,880) | ||||||||
Proceeds from Sponsor note | 800,000 | 4,300,000 | 1,500,000 | ||||||
Repayment of advances from Sponsor | 371,767 | 371,767 | |||||||
Net cash from financing activities | 428,233 | 3,928,233 | 819,509,120 | 0 | |||||
Net decrease in cash, cash equivalents and restricted cash | (81,035) | 73,669 | (96,595) | 257,872 | |||||
Cash, cash equivalents and restricted cash, beginning of period | $ 80,242 | 161,277 | $ 331,541 | 257,872 | $ 161,277 | $ 257,872 | 257,872 | 0 | 0 |
Cash, cash equivalents and restricted cash, end of period | $ 80,242 | $ 331,541 | $ 161,277 | 257,872 | 0 | ||||
Supplemental disclosure of non-cash financing activities: | |||||||||
Deferred underwriters' commissions charged to temporary equity in connection with the Public Offering | 28,588,350 | ||||||||
Deferred offering costs paid by related party | 345,910 | $ 3,707 | |||||||
Accrued offering costs which were charged to temporary equity | $ 1,144,924 |
DESCRIPTION OF ORGANIZATION, _3
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Apollo Strategic Growth Capital | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Organizational and General Apollo Strategic Growth Capital (formerly known as APH III (Sub I), Ltd.) (the “ Company Initial Business Combination At March 31, 2022, the Company had not commenced any operations. All activity for the period from October 10, 2008 through March 31, 2022 relates to the Company’s formation and the initial public offering (the “Public Offering”) described below and search for a target company. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the net proceeds derived from the Public Offering. Sponsor and Public Offering On October 6, 2020, the Company consummated the Public Offering of 75,000,000 units, $0.00005 par value at a price of $10.00 per unit (the “ Units Sponsor Private Placement Warrants Trust Account Completion Window On November 10, 2020, the Company consummated the closing of the sale of 6,681,000 additional Units at a price of $10 per unit upon receiving notice of the underwriters’ election to partially exercise their overallotment option (“ Overallotment Units The Company intends to finance its Initial Business Combination with proceeds from the Public Offering, the Private Placement, debt or a combination of the foregoing. Trust Account The proceeds held in the Trust Account are invested only in U.S. government securities with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest only in direct U.S. government treasury obligations, as determined by the Company. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. At March 31, 2022, the proceeds of the Public Offering were held in U.S. government securities, as specified above. The Company’s amended and restated memorandum and articles of association provides that, other than the withdrawal of interest to pay its tax obligations (the “ Permitted Withdrawals Public Shares Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. See “Recent Developments” below and “Item 1.Business” of our Annual Report for the year ended December 31, 2021 for more information regarding the pending Initial Business Combination with GBT JerseyCo Limited. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under New York Stock Exchange (“ NYSE If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a shareholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to make Permitted Withdrawals. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to make Permitted Withdrawals (less up to $100,000 of such net interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within the Completion Window. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquire Class A ordinary shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of ordinary share, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Going Concern Considerations, Liquidity and Capital Resources As of March 31, 2022, the Company had investments held in the Trust Account of $817,678,426 principally invested in U.S. government securities. Interest income on the balance in the Trust Account may be used by the Company to pay taxes, and to pay up to $100,000 of any dissolution expenses. As of March 31, 2022, the Company does not have sufficient liquidity to meet its future obligations. As of March 31, 2022, the Company had a working capital deficit of approximately $15.2 million, current liabilities of $15.7 million and had cash of approximately $80,000. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete its Initial Business Combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete the Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. If an Initial Business Combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price or requires the Company to have a minimum amount of cash at closing, the Company will need to reserve a portion of the cash in the Trust Account to meet such requirements or arrange for third-party financing. The Company is required to complete an Initial Business Combination within the Completion Window. If the Company is unable to complete an Initial Business Combination within the Completion Window, 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 thereafter, and subject to having lawfully available funds therefore, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish the public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the Trust Account in the event the Company does not complete an Initial Business Combination within the Completion Window 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 public shares. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these condensed financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ ASU Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern Recent Developments GBT Business Combination On December 2, 2021, the Company entered into a Business Combination Agreement (the “ Business Combination Agreement GBT PubCo Up-C structure Pursuant to, and in accordance with the terms, and subject to the conditions, of the Business Combination Agreement, the Company will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by effecting a deregistration under the Cayman Islands Companies Act (2021 Revision), as amended, and a domestication under Section 388 of the General Corporation Law of the State of Delaware, as amended. Earnout Pursuant to the Business Combination Agreement and on the terms and subject to the conditions thereof, the holders of GBT Ordinary Shares, GBT Preferred Shares, GBT Profit Shares, GBT MIP Shares and certain legacy GBT MIP Options will also receive an aggregate of 15,000,000 “earnout” shares in the form of equity interests of GBT following the Closing. PIPE Subscription Agreements On December 2, 2021, concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “ PIPE Subscription Agreements PIPE Investors PIPE Investment Acquiror Class B Common Stock Subscription Agreement In connection with the Business Combination Agreement, PubCo and GBT will enter into a subscription agreement (the “ Acquiror Class B Common Stock Subscription Agreement GBT Subscription Acquiror Class B Common Stock Purchase Price Acquiror Subscribed Ordinary Shares Subscription Agreement In connection with the Business Combination Agreement, GBT and PubCo will enter into a subscription agreement (the “ Acquiror Subscribed Ordinary Shares Subscription Agreement PubCo will subscribe for and purchase from GBT, OpCo A Ordinary Shares and one OpCo Z Ordinary Share in exchange for the Acquiror Subscribed Ordinary Shares Purchase Price. Acquiror Class B Common Stock Distribution Agreement In connection with the Business Combination Agreement, GBT and the Continuing JerseyCo Owners will enter into a distribution agreement (the “ Acquiror Class B Common Stock Distribution Agreement Sponsor Support Agreement In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, members of our board of directors and management (the “ Insiders Sponsor Support Agreement Sponsor Side Letter In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, APSG and GBT entered into a letter agreement (the “ Sponsor Side Letter In addition, pursuant to the Sponsor Side Letter, the Sponsor has agreed that 13,631,318 of the shares of Domesticated Acquiror Class A Common Stock issued to the Sponsor at the Closing (the “ Sponsor Shares Company Holders Support Agreement In connection with the Business Combination Agreement, on December 2, 2021, the Continuing JerseyCo Owners and GBT entered into a support agreement (the “ Company Holders Support Agreement prevent or nullify, or materially delay or materially impair the ability of GBT to perform its obligations under, any provision of the Business Combination Agreement or the transaction documents, (b) result in any of the conditions to Closing not being satisfied or (c) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Continuing JerseyCo Owners contained in the Company Holders Support Agreement. Each of the Continuing JerseyCo Owners also agreed not to sell any of its GBT Ordinary Shares, GBT Preferred Shares or GBT Profit Shares (other than to certain permitted transferees) during the pre-Closing period. Further, each Continuing JerseyCo Owner has agreed to comply with certain provisions of the Business Combination Agreement, including the provisions regarding non-solicitation and publicity, as if they were GBT with respect to such provisions, and to execute and deliver on the date of Closing, the Shareholders Agreement, the Acquiror Class B Common Stock Distribution Agreement, the Exchange Agreement (as defined below) and the Amended and Restated Registration Rights Agreement (as defined below). Additionally, each Continuing JerseyCo Owner has agreed not to transfer, until the 180th day following the Closing (the “ UW Lock-Up Release Date Amex Holdco and its affiliates have also agreed to use their reasonable best efforts to enter into definitive agreements with GBT in respect of certain commercial arrangements. Amended and Restated Registration Rights Agreement At the Closing, PubCo, the Sponsor, the Insiders and the Continuing JerseyCo Owners (collectively, the “ Holders Amended and Restated Registration Rights Agreement Exchange Agreement At the Closing, PubCo, GBT and the Continuing JerseyCo Owners will enter into an exchange agreement (the “ Exchange Agreement Shareholders Agreement At Closing, PubCo, GBT, American Express Travel Holdings Netherlands Coöperatief U.A., Juweel Investors (SPC) Limited and Expedia will enter into a shareholders agreement (the “ Shareholders Agreement | NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Organizational and General Apollo Strategic Growth Capital (formerly known as APH III (Sub I), Ltd.) (the “ Company Initial Business Combination At December 31, 2021, the Company had not commenced any operations. All activity for the period from October 10, 2008 through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Public Offering”) described below and search for a target company. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the net proceeds derived from the Public Offering. The Company has selected December 31st as its fiscal year end. Sponsor and Public Offering On October 6, 2020, the Company consummated the Public Offering of 75,000,000 units, $0.00005 par value at a price of $10.00 per unit (the “ Units Sponsor Private Placement Warrants Trust Account Completion Window On November 10, 2020, the Company consummated the closing of the sale of 6,681,000 additional Units at a price of $10 per unit upon receiving notice of the underwriters’ election to partially exercise their overallotment option (“ Overallotment Units The Company intends to finance its Initial Business Combination with proceeds from the Public Offering, the Private Placement, debt or a combination of the foregoing. Trust Account The proceeds held in the Trust Account are invested only in U.S. government securities with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest only in direct U.S. government treasury obligations, as determined by the Company. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. At December 31, 2021, the proceeds of the Public Offering were held in U.S. government securities, as specified above. The Company’s amended and restated memorandum and articles of association provides that, other than the withdrawal of interest to pay its tax obligations (the “ Permitted Withdrawals Public Shares Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under New York Stock Exchange (“ NYSE If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a shareholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to make Permitted Withdrawals. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to make Permitted Withdrawals (less up to $100,000 of such net interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within the Completion Window. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquire Class A ordinary shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of ordinary share, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Going Concern Considerations, Liquidity and Capital Resources As of December 31, 2021, we had investments held in the Trust Account of The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ ASU Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern GAAP The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete its Initial Business Combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete the Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. If an Initial Business Combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price or requires the Company to have a minimum amount of cash at closing, the Company will need to reserve a portion of the cash in the Trust Account to meet such requirements or arrange for third-party financing. The Company is required to complete an Initial Business Combination within the Completion Window. If the Company is unable to complete an Initial Business Combination within the Completion Window, 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 thereafter, and subject to having lawfully available funds therefore, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish the public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the Trust Account in the event the Company does not complete an Initial Business Combination within the Completion Window 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 public shares. Recent Developments GBT Business Combination On December 2, 2021, we entered into a Business Combination Agreement (the “ Business Combination Agreement GBT PubCo Up-C structure Pursuant to, and in accordance with the terms, and subject to the conditions, of the Business Combination Agreement, we will change our jurisdiction of incorporation from the Cayman Islands to the State of Delaware by effecting a deregistration under the Cayman Islands Companies Act (2021 Revision), as amended, and a domestication under Section 388 of the General Corporation Law of the State of Delaware, as amended. Earnout Pursuant to the Business Combination Agreement and on the terms and subject to the conditions thereof, the holders of GBT Ordinary Shares, GBT Preferred Shares, GBT Profit Shares, GBT MIP Shares and certain legacy GBT MIP Options will also receive an aggregate of 15,000,000 “earnout” shares in the form of equity interests of GBT following the Closing. PIPE Subscription Agreements On December 2, 2021, concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “ PIPE Subscription Agreements PIPE Investors PIPE Investment Acquiror Class B Common Stock Subscription Agreement In connection with the Business Combination Agreement, PubCo and GBT will enter into a subscription agreement (the “ Acquiror Class B Common Stock Subscription Agreement GBT Subscription Acquiror Class B Common Stock Purchase Price Acquiror Subscribed Ordinary Shares Subscription Agreement In connection with the Business Combination Agreement, GBT and PubCo will enter into a subscription agreement (the “ Acquiror Subscribed Ordinary Shares Subscription Agreement Acquiror Class B Common Stock Distribution Agreement In connection with the Business Combination Agreement, GBT and the Continuing JerseyCo Owners will enter into a distribution agreement (the “ Acquiror Class B Common Stock Distribution Agreement Sponsor Support Agreement In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, members of our board of directors and management (the “ Insiders Sponsor Support Agreement Sponsor Side Letter In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, APSG and GBT entered into a letter agreement (the “ Sponsor Side Letter In addition, pursuant to the Sponsor Side Letter, the Sponsor has agreed that 13,631,318 of the shares of Domesticated Acquiror Class A Common Stock issued to the Sponsor at the Closing (the “ Sponsor Shares Company Holders Support Agreement In connection with the Business Combination Agreement, on December 2, 2021, the Continuing JerseyCo Owners and GBT entered into a support agreement (the “ Company Holders Support Agreement Additionally, each Continuing JerseyCo Owner has agreed not to transfer, until the 180th day following the Closing (the “ UW Lock-Up Release Date Amex HoldCo. and its affiliates have also agreed to use their reasonable best efforts to enter into definitive agreements with GBT in respect of certain commercial arrangements. Amended and Restated Registration Rights Agreement At the Closing, PubCo, the Sponsor, the Insiders and the Continuing JerseyCo Owners (collectively, the “ Holders Amended and Restated Registration Rights Agreement Exchange Agreement At the Closing, PubCo, GBT and the Continuing JerseyCo Owners will enter into an exchange agreement (the “ Exchange Agreement Shareholders Agreement At Closing, PubCo, GBT, American Express Travel Holdings Netherlands Coöperatief U.A., Juweel Investors (SPC) Limited and Expedia will enter into a shareholders agreement (the “ Shareholders Agreement |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (2) Summary of Significant Accounting Policies Warrant Instruments and Earnout Shares Liabilities The Company accounts for its (i) public and privately issued warrants (see note 14 – Warrants Earnout Shares Derivatives and Hedging The fair value of warrants are determined using a market price for the public warrants and Black-Scholes model for the private warrants. The Black-Scholes model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. The balance sheet classification of warrant liability is also subject to re-evaluation at each reporting period. As of June 30, 2022, the public warrants were valued using the publicly available price for such warrants and were categorized as level 1 on the fair value hierarchy. As of June 30, 2022, the Company utilized a Black-Scholes model to value the private warrants and categorized such warrants as level 3 on the fair value hierarchy (see note 20 – Fair Value Measurements The fair value of Earnout Shares was determined using Monte Carlo valuation method and were categorized as level 3 on the fair value hierarchy (see note 20 – Fair Value Measurements Recently Adopted Accounting Pronouncements Income Taxes In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “ Income taxes (Topic 740): Simplifying the Accounting for Income Taxes Freestanding Equity-Classified Written Call Options In May 2021, the FASB issued ASU No. 2021-04, “ Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options Disclosures about Government Assistance In November 2021, the FASB issued ASU No. 2021-10, “ Disclosures by Business Entities about Government Assistance Governments of multiple countries extended several programs to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or deferrals and other financial aid. The Company has participated in several of these government programs. A substantial portion of these government support payments were to ensure that the Company continues to pay and maintain the employees on its payroll and does not make them redundant as the demand for travel services significantly reduced due to the COVID -19 pandemic. During the three months ended June 30, 2022 and 2021, the Company recognized in its consolidated statements of operations government grants and other assistance benefits for salaries and wages (mainly furlough support payments) of $1 million and $17 million, respectively, as a reduction of expenses. During the six months ended June 30, 2022 and 2021, the Company recognized in its consolidated statements of operations government grants and other assistance benefits for salaries and wages (mainly furlough support payments) of $7 million and $43 million, respectively, as a reduction of expenses. As of June 30, 2022 and December 31, 2021, the Company had a receivable of $0 and $6 million, respectively, in relation to such government grants, that is included in the accounts receivable balance in the consolidated balance sheets. These relate to payments that are expected to be received under the government programs where the Company has met the qualifying requirements and it is probable that payments will be received. Accounting Pronouncements — Not Yet Adopted Credit Losses In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Reference rate reforms In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Contracts with Customers Acquired in a Business Combination In October 2021, the FASB issued ASU No. 2021-08, “ Accounting for Contract Assets and Contract Liabilities from Contracts with Customers | ||
Apollo Strategic Growth Capital | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed. As such, the information included in these condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 1, 2022. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2022 and its results of operations and cash flows for the three months ended March 31, 2022. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022. Use of Estimates The preparation of condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of 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 condensed 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. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Offering Costs Associated with the Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering 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, “ Distinguishing Liabilities from Equity Effective with the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital. At March 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants (39,745,978) Class A ordinary shares issuance costs (44,871,756) Plus: Accretion of carrying value to redemption value 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 During the three months ended March 21, 2022, the Company did not make any adjustments to the redemption value of the Class A shares subject to possible redemption. Income Taxes ASC 740, “ Income Taxes There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the three months ended March 31, 2022 and 2021. Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ (4,261,175) $ (1,065,294) $ 16,226,517 $ 4,056,629 Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 81,681,000 20,420,250 Basic and diluted net income (loss) per ordinary share $ (0.05) $ (0.05) $ 0.20 $ 0.20 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging Fair Value Measurement Warrant Instruments The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US 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. As of March 31, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“ SEC Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting 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 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and 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. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs Associated with the Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering 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, “ Distinguishing Liabilities from Equity Effective with the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021 and 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 Income Taxes ASC 740, “ Income Taxes There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share and allocates income/loss on a pro rata basis. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the years ended December 31, 2021 and 2020. The Company did not have any Class A ordinary shares outstanding as of December 31, 2019: Year Ended Year Ended December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 4,959,912 $ 1,239,978 $ (9,780,661) $ (9,861,099) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 18,828,526 18,983,377 Basic and diluted net income (loss) per ordinary share $ 0.06 $ 0.06 $ (0.52) $ (0.52) Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging Fair Value Measurement Warrant Instruments The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US 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. As of December 31, 2021, 2020 and 2019, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt -Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ ASU 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING_2
INITIAL PUBLIC OFFERING | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Apollo Strategic Growth Capital | ||
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Public Offering, the Company sold 81,681,000 Units at a purchase price of $10.00 per Unit, including the issuance of 6,681,000 Units as a result of the underwriters’ exercise of their over-allotment option, generating gross proceeds to the Company in the amount of $816,810,000. Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.00005 per share (the “ Class A ordinary shares one Public Warrant | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Public Offering, the Company sold 81,681,000 Units at a purchase price of $10.00 per Unit, including the issuance of 6,681,000 Units as a result of the underwriters’ exercise of their over-allotment option, generating gross proceeds to the Company in the amount of $816,810,000. Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.00005 per share (the “ Class A ordinary shares one one Public Warrant |
PRIVATE PLACEMENT_2
PRIVATE PLACEMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Apollo Strategic Growth Capital | ||
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Pursuant to the Public Offering, the Company sold an aggregate of 12,224,134 Private Placement Warrants to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $18,336,200. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Completion Window, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. 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. | NOTE 4 — PRIVATE PLACEMENT Pursuant to the Public Offering, the Company sold an aggregate of 12,224,134 Private Placement Warrants to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $18,336,200. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Completion Window, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. 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 PARTIES_2
RELATED PARTIES | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
RELATED PARTIES | (21) Related Party Transactions The following summaries relate to certain related party transactions entered into by the Company with certain of its shareholders, its shareholders affiliates and the Company’s affiliates. Advisory Services Agreement Certares Management Corp. (“Certares”), an indirect equity owner of the Company, provides certain advisory services to the Company for which fees of $0.4 million and $0.6 million were incurred for the three months ended June 30, 2022 and 2021, respectively, and fees of $1.0 million and $1.3 million were incurred for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022 and December 31, 2021, the Company had $5.4 million and $4.4 million as amounts payable to Certares under this agreement. This agreement terminated upon the closing of the Business Combination. Commercial Agreements The Company has various commercial agreements with the affiliates of Amex Coop. In respect of such agreement, included in the operating costs are costs of approximately $7 million and $2 million for the three months ended June 30, 2022 and 2021, respectively and costs of $11 million and $4 million in charges from affiliates of Amex Coop for the six months ended June 30, 2022 and 2021, respectively. Revenues also include revenue from affiliates of Amex Coop of approximately $5 million for each of the three months ended June 30, 2022 and 2021, and revenue of $10 million and $9 million for the six months ended June 30, 2022 and 2021, respectively. Amounts payable to affiliates of Amex Coop under these agreements as of June 30, 2022 and December 31, 2021, were $22 million and $16 million, respectively. Amounts receivable from affiliates of Amex Coop under these agreements was $8 million and $15 million as of June 30, 2022 and December 31, 2021, respectively. Effective upon, the closing of the Business Combination, the parties amended the terms of certain of these commercial arrangements. Apart from above, there are certain tax indemnity and other agreements between the Company and affiliates of Amex Coop. Amounts payable to affiliates of Amex Coop in respect of such agreements was $2 million as of both June 30, 2022 and December 31, 2021. Amounts receivable from affiliates of Amex Coop in respect of such agreements were $0.4 million and $0.3 million as of June 30, 2022 and December 31, 2021, respectively. License of American Express Marks GBT US LLC, a wholly owned subsidiary of GBTG, has entered into a royalty-free trademark license agreement with an affiliate of Amex Coop pursuant to which GBT US LLC was granted a license to use, and the right to sublicense to certain subsidiaries of GBTG the right to use, the American Express trademarks used in the American Express Global Business Travel and American Express Meetings & Events brands for business travel, business consulting and meetings and events businesses on a royalty-free, exclusive, non- assignable, non-sublicensable (other than as set out in the agreement), and worldwide basis. Effective upon closing of the Business Combination, the parties amended and restate the foregoing trademark license agreement to grant GBT Travel Services UK Limited (“GBT UK”), an indirect wholly owned subsidiary of GBTG, a long-term, 11-year license (unless earlier terminated or extended) pursuant to which GBT UK, all wholly owned operating subsidiaries of GBTG and other permitted sublicensees will license the American Express trademarks used in the American Express Global Business Travel brand, transition the American Express Meetings & Events brand to the American Express GBT Meetings & Events brand, and license the American Express trademarks used in the American Express GBT Meetings & Events brand for business travel, meetings and events, business consulting and other services related to business travel (“Business Travel Services”). This amended and restated trademark license agreement also provided GBTG the flexibility to operate non-Business Travel Services businesses under brands that do not use any trademarks owned by American Express, subject to certain permissibility and other requirements. Exchange Agreement See note 6 - Reverse Recapitalization New Shareholders Agreement At the closing of the Business Combination, GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into a Shareholders Agreement (the “New Shareholders Agreement”). The New Shareholders Agreement sets forth various restrictions, limitations and other terms concerning the transfer of equity securities of GBTG and GBT JerseyCo by the parties thereto (other than, in most circumstances, the A ordinary shares of GBT JerseyCo). Among other matters, and subject to certain terms, conditions and exceptions, the Shareholders Agreement prohibits each Continuing JerseyCo Owner, severally and not jointly, from effecting transfers of such equity securities to certain specified restricted persons, as well as transfers that would violate applicable securities laws or cause GBT JerseyCo to be treated other than as a pass-through entity for U.S. federal income tax purposes. The New Shareholders Agreement specifies the initial composition of the GBTG Board, effective immediately upon the closing and sets out the composition and appointment of the GBTG Board. The New Shareholders Agreement will also require (subject to certain specified conditions and exceptions including those described below) the approval of each Continuing JerseyCo Owner for GBTG or its subsidiaries to take certain actions, including: (i) the redemption, cancellation or repayment of any equity securities of GBTG or GBT JerseyCo, other than on a pro rata basis from all shareholders (ii) dividends or distributions, other than on a pro rata basis (iii) any share exchanges, splits, combinations and similar actions with respect to one or more, but not all, classes or series of GBTG or GBT JerseyCo shares; (iv) amendments to GBT JerseyCo’s organizational documents that relate specifically and solely to rights, priorities and privileges of the B ordinary shares or the C ordinary shares of GBT JerseyCo, as applicable, or (v) any agreement or commitment to do any of the foregoing. Further, the New Shareholders Agreement also provides for various provisions for shareholder rights, termination of such rights, cash distributions to satisfy tax liabilities of the GBT JerseyCo’s shareholders, etc. subject to certain terms and conditions as set out in the agreement. Commercial and Operating Agreements with Expedia An affiliate of GBTG and an affiliate of Expedia entered into a ten-year term marketing partner agreement to provide the GBTG’s corporate clients with access to Expedia group’s hotel content. As a result of this agreement, the Company recognized revenue of $41 million and $60 million for the three and six months ended June 30, 2022. The Company had $13 million and $4 million receivable from the affiliate of Expedia as of June 30, 2022 and December 31, 2021, respectively. GBT UK has entered into a Transition Services Agreement with Expedia, Inc. (the “Egencia TSA”), pursuant to which Expedia, Inc. (an affiliate of Expedia) and its affiliates provide certain transition services to GBT UK and its affiliates to facilitate an orderly transfer of Egencia from Expedia to GBTG. For the three and six months ended June 30, 2022, the total cost charged to the Company was approximately $9 million and $20 million that was included in the Company’s consolidated statements of operations and as of June 30, 2022 and December 31, 2021 the Company had a payable to Expedia Inc. of $10 million and $8 million, respectively. Further, as of June 30, 2022 and December 31, 2021, Egencia had a net receivable of $6 million and a payable of $16 million to Expedia primarily on account of pre-acquisition transactions between Egencia and Expedia and on account of net cash settled on behalf of Expedia by Egencia during the six months ended June 30, 2022. | ||
Apollo Strategic Growth Capital | |||
RELATED PARTIES | NOTE 5 — RELATED PARTIES Founder Shares In October 2008, the Company was formed by Apollo Principal Holdings III, L.P. (“ Holdings Founder Shares election to partially exercise their overallotment option, in November 2020, the Sponsor forfeited 1,142,250 Class B ordinary shares. All share and per share amounts are retroactively reflected in the accompanying condensed financial statements. The Founder Shares are identical to the Class A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares are Class B ordinary shares which automatically convert into Class A ordinary shares at the time of the Company’s Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Loans On August 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $750,000 to cover expenses related to the Public Offering pursuant to an unsecured promissory note (the “ Note On October 20, 2020, the Sponsor executed an unsecured promissory note (the “ October Note On February 22, 2021, the Sponsor executed an unsecured promissory note (the “ February Note On June 18, 2021, the Sponsor executed an unsecured promissory note (the “ June Note On September 14, 2021, the Sponsor executed an unsecured promissory note (the “ September Note Advances from Related Parties Affiliates of the Sponsor paid certain formation, operating and offering costs on behalf of the Company. These advances are due on demand and are non-interest bearing. For the three months ended March 31, 2022 and 2021, the related parties paid $2,218,378 and $2,472 of offering costs and other expenses on behalf of the Company, respectively. As of March 31, 2022 and December 31, 2021, there was $4,258,589 and $2,040,211 due to the related parties, respectively. Administrative Service Fee Commencing on the date the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $16,667 per month for office space, utilities and secretarial and administrative support for up to 27 months. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred and paid $50,001 and $50,647 for such expenses under the administrative services agreement for the three months ended March 31, 2022 and 2021, respectively. | NOTE 5 — RELATED PARTIES Founder Shares In October 2008, the Company was formed by Apollo Principal Holdings III, L.P. (“ Holdings one Founder Shares three The Founder Shares are identical to the Class A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares are Class B ordinary shares which automatically convert into Class A ordinary shares at the time of the Company’s Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Loans On August 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $750,000 to cover expenses related to the Public Offering pursuant to an unsecured promissory note (the “ Note On October 20, 2020, the Sponsor executed an unsecured promissory note (the “ October Note On February 22, 2021, the Sponsor executed an unsecured promissory note (the “ February Note pursuant to the February Note. As of December 31, 2021, the outstanding balance on the February Note was $800,000. As of December 31, 2021, the outstanding interest on the February Note was $821. On June 18, 2021, the Sponsor executed an unsecured promissory note (the “ June Note pursuant to the June Note. As of December 31, 2021, the outstanding balance on the June Note was $ On September 14, 2021, the Sponsor executed an unsecured promissory note (the “ September Note Advances from Related Parties Affiliates of the Sponsor paid certain formation, operating and offering costs on behalf of the Company. These advances are due on demand and are non-interest bearing. For the years ended December 31, 2021 and December 31, 2020 and for the period from October 10, 2008 (inception) through December 31, 2020, the related parties paid $2,040,211, $373,517 and $0 of offering costs and other expenses on behalf of the Company, respectively. As of December 31, 2021, 2020 and 2019, there was $2,040,211, $373,517 and $0 due to the related parties, respectively. Administrative Service Fee Commencing on the date the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $16,667 per month for office space, utilities and secretarial and administrative support for up to 27 months. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred and paid $200,650, $46,669 and $0 for such expenses under the administrative services agreement for the years ended December 31, 2021, 2020 and 2019, respectively. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | (12) Commitments and Contingencies Purchase Commitment In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers, including those related to capital expenditures. As of June 30, 2022, the Company had approximately $202 million of outstanding non-cancellable purchase commitments, primarily relating to service, hosting and licensing contracts for information technology, of which $76 million relates to the twelve months ending June 30, 2023. These purchase commitments extend through 2027. Guarantees The Company has obtained bank guarantees in respect of certain travel suppliers and real estate lease agreements amounting to $20 million. Certain of these bank guarantees require the Company to maintain cash collateral which has been presented as restricted cash within other non-current assets in the Company’s consolidated balance sheet. Legal Contingencies The Company recognizes legal fees as incurred when the legal services are provided. Based on its current knowledge, and taking into consideration its litigation-related liabilities, the Company believes it is not a party to any pending legal proceeding or governmental examination that would have a material adverse effect on the Company’s consolidated financial condition or liquidity. | ||
Apollo Strategic Growth Capital | |||
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Registration Rights The holders of the Founder Shares, Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans, if any, (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to demand that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. 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 30-day option from the date of the final prospectus to purchase up to 9,000,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions. On November 10, 2020, the Company consummated the sale of additional units pursuant to the underwriters’ partial exercise of their over-allotment option. Upon the closing of the Public Offering and the over-allotment, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $16,336,200, after the underwriters’ exercised their over-allotment option, which was paid in the aggregate upon the closing of the Public Offering and the over-allotment. In addition, the underwriters are entitled to an underwriting discount of $0.35 per unit, or $28,588,350 in the aggregate is payable to the underwriters for deferred underwriting commissions. The deferred fee becomes payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. Service Provider Agreement The Company has entered into a fee arrangement with a service provider pursuant to which certain success fees in connection with a potential Business Combination will become payable only if the Company consummates the pending Business Combination with GBT. If the pending Business Combination with GBT does not occur, the Company will not be required to pay these contingent fees. As of March 31, 2022 and December 31, 2021, the amount of these contingent fees with the service provider was approximately $7.0 million. Placement Agent Agreement Separately, the Company has entered into a fee arrangement with placement agents pursuant to which certain placement fees equal to 3.5% of gross proceeds from a securities private placement (net of proceeds invested by related parties or affiliates of the Company) will become payable only if the Company consummates the pending Business Combination with GBT. If the pending Business Combination with GBT does not occur, the Company will not be required to pay these contingent fees. There can be no assurances that the Company will complete the pending Business Combination with GBT. | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the Founder Shares, Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans, if any, (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to demand that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. 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 30-day option from the date of the final prospectus to purchase up to 9,000,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions. On November 10, 2020, the Company consummated the sale of additional units pursuant to the underwriters’ partial exercise of their over-allotment option. Upon the closing of the Public Offering and the over-allotment, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $16,336,200, after the underwriters’ exercised their over-allotment option, which was paid in the aggregate upon the closing of the Public Offering and the over-allotment. In addition, the underwriters are entitled to an underwriting discount of $0.35 per unit, or $28,588,350 in the aggregate is payable to the underwriters for deferred underwriting commissions. The deferred fee becomes payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. Service Provider Agreement The Company has entered into a fee arrangement with a service provider pursuant to which certain success fees in connection with a potential Business Combination will become payable only if the Company consummates the pending Business Combination with GBT. If the pending Business Combination with GBT does not occur, the Company will not be required to pay these contingent fees. As of December 31, 2021, the amount of these contingent fees with the service provider was approximately $7.0 million. Placement Agent Agreement Separately, the Company has entered into a fee arrangement with placement agents pursuant to which certain placement fees equal to 3.5% of gross proceeds from a securities private placement (net of proceeds invested by related parties or affiliates of the Company) will become payable only if the Company consummates the pending Business Combination with GBT. If the pending Business Combination with GBT does not occur, the Company will not be required to pay these contingent fees. There can be no assurances that the Company will complete the pending Business Combination with GBT. |
SHAREHOLDERS' DEFICIT_2
SHAREHOLDERS' DEFICIT | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
SHAREHOLDERS' DEFICIT | (17) Stockholders’ Equity Subsequent to the reverse recapitalization as described in note 6, GBTG’s authorized capital stock consists of: (i) 3,000,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of which 56,945,033 shares are issued and outstanding as of June 30, 2022 (ii) 3,000,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of which 394,448,481 shares are issued and outstanding as of June 30, 2022 and (iii) 6,010,000,000 shares of preferred stock, par value of $0.00001 per share, none of which are issued and outstanding as of June 30, 2022. Further (a) 3,000,000,000 shares of Class A-1 preferred stock are designated as Class A-1 preferred stock, none of which are issued and outstanding as of June 30, 2022, (b) 3,000,000,000 shares of Class B-1 preferred stock are designated as Class B-1 preferred stock, none of which are issued and outstanding as of June 30, 2022 and (c) the remaining 10,000,000 shares of preferred stock are undesignated preferred stock, none of which are issued and outstanding as of June 30, 2022. Holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to the stockholders for their vote or approval, except as required by applicable law. In order to preserve the Up-C structure, the Exchange Agreement (see note 6 - Reverse Recapitalization Warrants Class A Common Stock Voting: Dividend: Liquidation: Other rights: Related Party Transactions Reverse Recapitalization Class B Common Stock Voting: Dividend: Liquidation: Other rights: Related Party Transactions Reverse Recapitalization Exchange Agreement: Preferred Stock Voting: Generally, holders of Class A-1 preferred stock are entitled to the same rights and privileges, qualifications and limitations as holders of Class A common stock and holders of Class B-1 preferred stock are entitled to the same rights and privileges, qualifications and limitations as holders of Class B common stock. Further, Class A-1 preferred stock shall be identical in all respects to the Class A common stock and Class B-1 preferred stock shall be identical in all respects to the Class B common stock. Preferred Shares of GBT JerseyCo: There was no issuance of preferred shares during the three and six months ended June 30, 2022; however, GBT JerseyCo accrued a dividend of $3 million and $8 million, for the three and six months ended June 30, 2022, on the outstanding balance of preferred shares. During the three and six months ended June 30, 2021, the Company issued 500,000 preferred shares in equal proportion to Amex Coop and Juweel for a total consideration of $50 million. As the preferred shares of GBT JerseyCo were issued to the ordinary shareholders, although the preferred shares were redeemable at the option of GBT JerseyCo, these were classified as mezzanine equity. Upon closing of the Business Combination on May 27, 2022, GBT JerseyCo redeemed, in full, the outstanding amount of preferred shares, including dividends accrued thereon. Upon redemption, all the preferred shares were cancelled. Distributions The Company paid cash of $1 million for the six months ended June 30, 2021 in relation to accrued capital distribution to cover certain administrative costs of GBT JerseyCo’s then existing shareholders. There were no such distributions during the six months ended June 30, 2022. See the discussion above for dividends on preferred shares accrued during the three and six months ended June 30, 2022 and 2021. Registration Rights Agreement In May 2022, GBTG, APSG Sponsor, L.P., (the “Sponsor”), certain of APSG’s then existing board members (the “Insiders”) and the Continuing JerseyCo Owners entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, GBTG has registered for resale, pursuant to Rule 415 under the Securities Act, certain shares of Class A common stock and other equity securities of GBTG that are held by the holders party to the Registration Rights Agreement from time to time. Sponsor Side Letter In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, GBTG and GBT JerseyCo entered into a side letter (as amended on May 27, 2022, “Sponsor Side Letter”) which, among other things, contain certain restrictions on the transfer by the Sponsor and the Insiders with respect to the Class A common stock issued to each of them at the closing of the Business Combination (such shares issued to the Sponsor, the “Sponsor Shares”). The Sponsor and the Insiders are not permitted to transfer their Class A common stock, subject to certain permitted exceptions, until the earlier to occur of (a) one year following the closing date of the Business Combination and (b) the date which the VWAP of Class A common stock exceeds $12.00 per share for any 20 trading days within a period of 30 consecutive trading days. Further, approximately 8 million of the Sponsor Shares were deemed unvested and were subject to certain triggering events to occur within five years following the closing (the “Sponsor Side Letter Vesting Period”) for these shares to vest. If, within the Sponsor Side Letter Vesting Period, the VWAP of Class A common stock is greater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days, approximately 5 million of the unvested Sponsor Shares will vest. If, within the Sponsor Side Letter Vesting Period, the VWAP of Class A common stock is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days the remaining approximately 3 million of the unvested Sponsor Shares will vest. To the extent that either of the aforementioned triggering events do not occur within the Sponsor Side Letter Vesting Period, such Sponsor Shares will be forfeited to and terminated by GBTG. The registered holder(s) of the unvested Sponsor Shares continue to be entitled to all of the rights of ownership thereof, including the right to vote and receive dividends and other distributions in respect thereof. The number of shares and the price targets listed above will be equitably adjusted for stock splits, reverse stock splits, dividends (cash or stock), reorganizations, recapitalizations, reclassifications, combinations or other like changes or transactions with respect to the Class A common stock. Any Class A common stock purchased by the Sponsor in connection with the PIPE investment will not be subject to the vesting or transfer restrictions described above. These shares are accounted for as part of Earnout Shares discussed in note 15 above. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) represents certain components of revenues, expenses, gains and losses that are included in comprehensive income (loss) but are excluded from net income (loss). Other comprehensive income (loss) amounts are recorded directly as an adjustment to total equity, net of tax. The changes in the accumulated other comprehensive loss, net of tax, were as follows: Unrealized gain on Currency Defined cash flow hedge and Total accumulated translation benefit plan hedge of investments other comprehensive (in $ millions) adjustments related in foreign subsidiary loss Balance as of December 31, 2021 $ (38) $ (128) $ 4 $ (162) Net changes prior to reverse recapitalization, net of tax benefit, $0 (59) — 12 (47) Allocated to non-controlling interest 85 112 (14) 183 Net changes post reverse recapitalization, net of tax benefit, $0 (4) — — (4) Balance as of June 30, 2022 $ (16) $ (16) $ 2 $ (30) Unrealized gain on Currency Defined cash flow hedge and Total accumulated translation benefit plan hedge of investments other comprehensive (in $ millions) adjustments related in foreign subsidiary loss Balance as of December 31, 2020 $ (23) $ (160) $ 4 $ (179) Net changes during the period, net of tax benefit, $0 (2) — — (2) Balance as of June 30, 2021 $ (25) $ (160) $ 4 $ (181) | ||
Apollo Strategic Growth Capital | |||
SHAREHOLDERS' DEFICIT | NOTE 7 — SHAREHOLDERS’ DEFICIT Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.00005 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2022 and December 31, 2021, there were no preferred shares issued or outstanding. Ordinary Shares The authorized ordinary shares of the Company include up to 300,000,000 Class A ordinary shares and 60,000,000 Class B ordinary shares. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of Class A ordinary shares which the Company is authorized to issue at the same time as the Company’s shareholders vote on the Initial Business Combination to the extent the Company seeks shareholder approval in connection with the Initial Business Combination. Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share. As of March 31, 2022 and December 31, 2021, there were 81,681,000 Class A ordinary shares subject to possible conversion that were classified as temporary equity in the condensed accompanying balance sheets. The Class B ordinary shares will automatically convert into our Class A ordinary shares at the time of completion of our Initial Business Combination on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Public Offering and related to the closing of the Initial Business Combination, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination). As of March 31, 2022 and December 31, 2021, there were 20,420,250 Class B ordinary shares issued and outstanding. All shares and associated amounts have been retroactively restated to reflect: (i) the forfeiture of 1,142,250 Class B ordinary shares in November 2020; and (ii) the surrender of 7,187,500 Class B ordinary shares in September 2020. | NOTE 7 — SHAREHOLDERS’ EQUITY Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.00005 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021, 2020 and 2019, there were no preferred shares issued or outstanding. Ordinary Shares The authorized ordinary shares of the Company include up to 300,000,000 Class A ordinary shares and 60,000,000 Class B ordinary shares. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of Class A ordinary shares which the Company is authorized to issue at the same time as the Company’s shareholders vote on the Initial Business Combination to the extent the Company seeks shareholder approval in connection with the Initial Business Combination. Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share. As of December 31, 2021 and 2020, there were 81,681,000 Class A ordinary shares subject to possible conversion that were classified as temporary equity in the accompanying balance sheets. As of December 31, 2019, there were no Class A ordinary shares subject to possible conversion. The Class B ordinary shares will automatically convert into our Class A ordinary shares at the time of completion of our Initial Business Combination on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Public Offering and related to the closing of the Initial Business Combination, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination). As of December 31, 2021, 2020 and 2019, there were 20,420,250 Class B ordinary shares issued and outstanding. All shares and associated amounts have been retroactively restated to reflect: (i) the forfeiture of 1,142,250 Class B ordinary shares in November 2020; and (ii) the surrender of 7,187,500 Class B ordinary shares in September 2020. |
WARRANTS_2
WARRANTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Apollo Strategic Growth Capital | ||
WARRANTS | NOTE 8 — WARRANTS As of March 31, 2022 and December 31, 2021, there were 39,451,134 warrants outstanding (12,224,134 Private Placement Warrants and 27,227,000 Public Warrants). No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of an Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if the Company’s ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under the Securities Act, the Company, at its option, may require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon the Company’s redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public 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 closing price of the Company’s 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 day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and a current prospectus relating to those ordinary shares is available throughout the 30-day trading period referred to above. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as will be described in the warrant agreement. The exercise price and number of the ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete an Initial Business Combination within the Completion Window 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. The Company accounts for the 39,451,134 warrants issued in connection with the Public Offering (including 27,227,000 Public Warrants and 12,224,134 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Public Offering. Accordingly, the Company classifies each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation up until separation for the Public Warrants (subsequent to separation, the public warrants will be valued using publicly available trading price) and a modified Black-Scholes model for the Private Placement Warrants. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. | NOTE 8 — WARRANTS As of December 31, 2021 and 2020, there were 39,451,134 warrants outstanding (12,224,134 Private Placement Warrants and 27,227,000 Public Warrants). There were no warrants outstanding as of December 31, 2019. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of an Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if the Company’s ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under the Securities Act, the Company, at its option, may require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon the Company’s redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public 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 closing price of the Company’s 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 day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and a current prospectus relating to those ordinary shares is available throughout the 30-day trading period referred to above. If the Company calls the Public Warrants for redemption, 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 the ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete an Initial Business Combination within the Completion Window 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. The Company accounts for the The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Public Offering. Accordingly, the Company classifies each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation up until separation for the Public Warrants (subsequent to separation, the public warrants will be valued using publicly available trading price) and a modified Black-Scholes model for the Private Placement Warrants. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
FAIR VALUE MEASUREMENTS_2
FAIR VALUE MEASUREMENTS | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | (20) Fair Value Measurements Financial instruments which are measured at fair value, or for which a fair value is disclosed, are classified in the fair value hierarchy, as outlined below, on the basis of the observability of the inputs used in the fair value measurement: Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 — Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices in non-active markets or for which all significant inputs, other than quoted prices, are observable either directly or indirectly, or for which unobservable inputs are corroborated by market data. Level 3 — Valuations based on inputs that are unobservable and significant to overall fair value measurement. As of June 30, 2022, the Company’s financial assets and liabilities recorded at fair value on a recurring basis consist of its derivative instrument — interest rate swap, warrants and Earnout Shares. The fair value of the Company’s interest rate swap has been calculated using a discounted cash flow analysis by taking the present value of the fixed and floating rate cash flows utilizing the appropriate forward LIBOR and/or SOFR curves and the counterparty’s credit risk, which was determined to be not material. The fair value of warrants are determined using a market price for the public warrants and a Black-Scholes model for the private warrants. The fair value of Earnout Shares is determined using Monte Carlo valuation method. Presented below is a summary of the gross carrying value and fair value of the Company’s assets and liabilities measured at a fair value on a recurring basis: As of Fair Value June 30, December 31, (in $ millions) Hierarchy 2022 2021 Interest rate swaps Level 2 $ 10 $ — Earnout Shares Level 3 77 — Public warrants Level 1 28 — Private warrants Level 3 16 — The fair value of each Earnout Share (both employee and non-employee) was estimated on the closing date of the Business Combination using the Monte Carlo Option Pricing Method. Inherent in the Monte Carlo Option Pricing Method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of the Earnout Shares based on implied volatility from historical volatility of select peer companies’ common stock that matches the expected remaining life of the Earnout Shares. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the Earnout Shares. The expected life of the Earnout Shares was assumed to be equivalent to their remaining contractual term. The Company anticipated the dividend rate will remain at zero. The following table presents the assumptions used for the initial measurement of the Earnout Shares on May 27, 2022 and to remeasure the fair value of outstanding non-employee earnout shares liabilities as of June 30, 2022: As of May 27, June 30, 2022 2022 Stock price ($) $ 7.39 $ 6.31 Risk-free interest rate 2.81 % 3.01 % Volatility 37.5 % 40.0 % Expected term (years) 5.00 4.92 Expected dividends 0.0 % 0.0 % Fair value ($) (per Earnout Share – Tranche 1) $ 4.82 $ 3.72 Fair value ($) (per Earnout Share – Tranche 2) $ 3.98 $ 3.04 The public warrants are valued using quoted market prices on the New York Stock Exchange under the ticker GBTG.WS and are included in Earnouts and warrants derivative liabilities on the consolidated balance sheets. As of May 27, 2022 and June 30, 2022, the price per public warrant was $1.33 and $1.05, respectively. The fair value of private warrants was estimated on the closing date of the Business Combination using the Black-Scholes option pricing method. Inherent in the Black Scholes option pricing method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of the private warrants based on implied volatility from historical volatility of select peer companies’ common stock that matches the expected remaining life of the private warrants. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the private warrants. The expected life of the private warrants was assumed to be equivalent to their remaining contractual term. The Company anticipated the dividend rate will remain at zero. The following table presents the assumptions used for the initial measurement of the private warrants on May 27, 2022 and to remeasure the fair value as of June 30, 2022: As of May 27, June 30, 2022 2022 Stock price ($) $ 7.39 $ 6.31 Exercise price ($) $ 11.50 $ 11.50 Risk-free interest rate 2.70 % 3.00 % Volatility 37.5 % 40.0 % Expected term (years) 5.00 4.92 Expected dividends 0.00 % 0.00 % Fair value ($) (per private warrant) $ 1.68 $ 1.30 The following table presents changes in Level 3 financial liabilities measured at fair value for the period from the date of closing of the Business Combination, May 27, 2022 to June 30, 2022: Earnout Shares to Private stockholders warrants As of date of Business Combination - May 27, 2022 $ 100 $ 21 Change in fair value (23) (5) Balance as of June 30, 2022 $ 77 $ 16 The Company had no transfers between fair value levels during the three and six months ended June 30, 2022. The Company does not measure its debt at fair value in its consolidated balance sheets. Where the fair value of the Company’s long-term debt is determined based on quoted prices for identical or similar debt instruments when traded as assets, it is categorized within Level 2 of the fair value hierarchy. Where quoted prices are not available, fair value is estimated using discounted cash flows and market-based expectation of interest rates, credit risks and contractual term of the debt instruments and is categorized within Level 3 of the fair value hierarchy. The fair values of the Company’s outstanding senior secured term loans are as follows: As of As of Fair June 30, 2022 December 31, 2021 Value Carrying Fair Carrying Fair (in $ millions) Hierarchy amount (1) value amount (1) value Senior secured initial term loans Level 2 $ 235 $ 219 $ 236 $ 233 Senior secured tranche B-3 term loans Level 3 $ 986 $ 1,013 $ 787 $ 800 (1) Outstanding principal amount of the relevant class of senior secured term loans less unamortized debt discount and debt issuance costs with respect to such loans. The carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable, and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities. Certain assets and liabilities, including long-lived assets, goodwill and other intangible assets, are measured at fair value on a non-recurring basis. | ||
Apollo Strategic Growth Capital | |||
FAIR VALUE MEASUREMENTS | NOTE 9 The Company follows the guidance in ASC 820, “ Fair Value Measurement The following table presents information about the Company’s assets and liabilities that are measured at fair value at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. Description Level March 31, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 817,678,426 $ 817,356,537 Liabilities: Warrant Liability – Private Placement Warrants 3 22,797,295 21,092,973 Warrant Liability – Public Warrants 1 37,300,990 34,850,560 Upon consummation of the Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. At the initial measurement date, the Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. As of both March 31, 2022 and December 31, 2021, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. As of both March 31, 2022 and December 31, 2021, the Company used a modified Black-Scholes model to value the Private Placement Warrants. The Company relied upon the implied volatility of the Public Warrants and the closing share price at March 31, 2022 and December 31, 2021 to estimate the volatility for the Private Placement Warrants. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. As of both March 31, 2022 and December 31, 2021, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. There were no transfers into or out of Level III liabilities during the three months ended March 31, 2022 and 2021. The table below provides a summary of the changes in fair value of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2022: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2021 $ 21,092,973 Change in fair value of derivative liabilities 1,704,322 Balance, March 31, 2022 $ 22,797,295 The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2021: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2020 $ 23,455,550 Change in fair value of derivative liabilities (7,904,318) Balance, March 31, 2021 $ 15,551,232 As of March 31, 2022 and December 31, 2021, the fair value of the derivative feature of the Private Placement Warrants was calculated using the following weighted average assumptions: March 31, 2022 December 31, 2021 Risk-free interest rate 2.42 % 1.31 % Expected life of grants 5.25 years 5.5 years Expected volatility of underlying shares 17.0 % 18.0 % Dividends 0.0 % 0.0 % As of March 31, 2022 and December 31, 2021, the derivative warrant liability was $60,098,285 and $55,943,533, respectively. In addition, for the three months ended March 31, 2022 and 2021, the Company recorded a loss of $(4,154,752) and gain of $24,785,058, respectively, on the change in fair value of the derivative warrant liabilities on the condensed statements of operations. | NOTE 9 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820, Fair Value Measurement The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2021, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. Description Level December 31, 2021 December 31, 2020 December 31, 2019 Assets: Marketable securities held in Trust Account 1 $ 817,356,537 $ 816,985,533 $ — Liabilities: Warrant Liability – Private Placement Warrants 3 21,092,973 23,455,550 — Warrant Liability – Public Warrants 1 34,850,560 51,186,760 — Upon consummation of the Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. At the initial measurement date, the Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. As of both December 31, 2021 and 2020, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. As of both December 31, 2021 and 2020, the Company used a modified Black-Scholes model to value the Private Placement Warrants. The Company relied upon the implied volatility of the Public Warrants and the closing share price at December 31, 2020 to estimate the volatility for the Private Placement Warrants. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. As of both December 31, 2021 and 2020, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2021 and 2020: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2019 $ — Derivative liabilities recorded on issuance of derivative warrants 57,753,222 Transfer to Level 1 (39,745,978) Change in fair value of derivative liabilities 5,448,306 Balance, December 31, 2020 23,455,550 Change in fair value of derivative liabilities (2,362,577) Balance, December 31, 2021 $ 21,092,973 As of December 31, 2021 and 2020, the fair value of the derivative feature of the Private Placement Warrants was calculated using the following weighted average assumptions: December 31, 2021 December 31, 2020 Risk-free interest rate 1.31 % 0.49 % Expected life of grants 5.5 years 5.9 years Expected volatility of underlying shares 18.0 % 10.0 - 30.0 % Dividends 0.0 % 0 % As of December 31, 2021 and 2020, the derivative warrant liability was $55,943,533 and $74,642,310, respectively. In addition, for the years ended December 31, 2021 and 2020, the Company recorded a gain of $18,698,777 and loss of $(16,889,088), respectively, on the change in fair value of the derivative warrant liabilities on the statements of operations. During 2020, the Company charged $328,959 to additional paid in capital for the excess of proceeds received over fair value of Private Placement Warrant liabilities. |
SUBSEQUENT EVENTS_2
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Apollo Strategic Growth Capital | ||
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date through the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events other than discussed below that would have required recognition or disclosure in the condensed financial statements. On April 1, 2022, the Sponsor executed an unsecured promissory note (the “ April Note | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required recognition or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Basis of Presentation | (1) Business Description and Basis of Presentation Global Business Travel Group, Inc. (“GBTG”), and its consolidated subsidiaries, including GBT JerseyCo Limited, (“GBT JerseyCo”, and all together the “Company”) is a leading platform serving travel for business purposes and provides a full suite of differentiated, technology-enabled solutions to business travelers and corporate clients, suppliers of travel content (such as airlines, hotels, ground transportation and aggregators) and third-party travel agencies. The Company manages end-to-end logistics of corporate travel and provides a link between businesses, their employees, travel suppliers and other industry participants. On December 2, 2021, GBT JerseyCo entered into a definitive business combination agreement (“Business Combination Agreement”) with Apollo Strategic Growth Capital (“APSG”), a special purpose acquisition company, listed on the New York Stock Exchange (the “Business Combination”). The Business Combination closed on May 27, 2022 upon satisfaction of the closing conditions provided in the Business Combination Agreement. Upon closing of the Business Combination, APSG was renamed as “Global Business Travel Group, Inc.” and GBT JerseyCo became a direct subsidiary of GBTG. GBTG is a Delaware corporation and tax resident in the United States of America (“U.S.”). GBTG conducts its business through GBT JerseyCo in an umbrella partnership-C corporation structure (“Up-C structure”), which is tax resident in the United Kingdom (“U.K.”). The Business Combination was accounted for as a reverse recapitalization. Accordingly, no assets or liabilities were measured at fair value, and no goodwill or other intangible assets were recognized as a result of the Business Combination (see note 6 - Reverse Recapitalization GBT JerseyCo was incorporated on November 28, 2019 under the Companies (Jersey) Law 1991 and prior to the Business Combination operated as a joint venture with American Express Travel Holdings Netherlands Coöperatief U.A. (“Amex Coop”), a resident of the Netherlands, Juweel Investors (SPC) Limited (a successor entity of Juweel Investors Limited) (“Juweel”), a resident of Cayman Islands and EG Corporate Travel Holdings LLC (“Expedia”) (collectively, with Amex Coop and Juweel the “Continuing JerseyCo Owners”). The Company has one reportable segment. Impact of COVID-19 Since March 2020, the outbreak of the novel strain of the coronavirus, COVID-19 (“COVID-19”) severely restricted the level of economic activity around the world and had an unprecedented effect on the global travel industry. Government measures implemented to contain the spread of COVID-19, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo time outside of their homes, limited business travel significantly below 2019 levels. While many countries have vaccinated a reasonable proportion of their population, the rate and pace of vaccination globally, the severity and duration of resurgence, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. Overall, the ultimate impact and duration of the COVID-19 pandemic remains uncertain and will depend upon future developments, which are difficult to predict. However, with the spread of the virus now being contained to varying degrees in certain countries during different times, travel restrictions have been lifted and clients have become more comfortable traveling, particularly to domestic locations. This has led to a moderation of the more severe declines in business travel bookings experienced at certain points since the pandemic began. Despite the continued negative impact of the COVID-19 pandemic on the Company’s business, the Company has seen improvement in its transaction volume starting the second half of 2021 and continuing into the first half of 2022 as COVID-19 vaccines continued to be administered and some travel restrictions relaxed. The global travel activity has since shown a recovery trend, but remained below 2019 levels. The Company incurred a net loss of $93 million and had cash outflows from operations of $309 million during the six months ended June 30, 2022 compared to a net loss of $169 million and cash outflows from operations of $236 million during the six months ended June 30, 2021. The Company believes its liquidity is important given limited ability to predict its future financial performance due to the uncertainty associated with the COVID-19 pandemic. Since March 2020, the Company has taken several measures to preserve its liquidity, including initiating a business response plan to the COVID-19 pandemic (voluntary and involuntary redundancies, flexible workings, mandatory pay reductions, consolidating facilities, etc.), entered into several financial transactions, including several debt financing / refinancing transactions and the recent consummation of the Business Combination and continues to explore other capital market transactions to improve liquidity and/or expand its business operations. Based on the financial mitigation measures taken and available funding capacity, along with cash from its operations, the Company believes it has adequate liquidity to meet the future operating, investing and financing needs of the business for a minimum period of twelve months. Basis of Presentation The Company’s consolidated financial statements include the accounts of GBTG, GBT JerseyCo’s wholly- owned subsidiaries and entities controlled by GBTG. There are no entities that have been consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The Company reports the non-controlling ownership interests in subsidiaries that are held by third-party owners as equity attributable to non-controlling interests in subsidiaries on the consolidated balance sheets. The portion of income or loss attributable to third-party owners for the reporting periods is reported as net income (loss) attributable to non-controlling interests in subsidiaries on the consolidated statements of operations. The Company has eliminated intercompany transactions and balances in its consolidated financial statements. For the periods prior to the Business Combination, the consolidated financial statements of the Company comprise the accounts of GBT JerseyCo and its wholly-owned subsidiaries. All intercompany accounts and transactions among GBT JerseyCo and its consolidated subsidiaries were eliminated. The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. As such, certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2021, which are included in the Company’s Registration Statement on Form S-1 as originally filed on June 21, 2022, and declared effective on August 5, 2022 (“Registration Statement”). The Company has included all normal recurring items and adjustments necessary for a fair presentation of the results of the interim period. The Company’s interim unaudited consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, supplier revenue, collectability of receivables, depreciable lives of property and equipment, acquisition purchase price allocations including valuation of acquired intangible assets and goodwill, equity-based compensation, valuation of operating lease right-of-use (“ROU”) assets, impairment of goodwill, other intangible assets, long-lived assets and investments in equity method investments, valuation allowances on deferred income taxes, valuation of pensions, interest rate swaps, warrants and Earnout Shares (discussed below) and contingencies. Actual results could differ materially from those estimates. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact the Company’s results of operations. As a result, many of the Company’s estimates and assumptions require increased judgment. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. | ||
Recent Accounting Standards | Recently Adopted Accounting Pronouncements Income Taxes In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “ Income taxes (Topic 740): Simplifying the Accounting for Income Taxes Freestanding Equity-Classified Written Call Options In May 2021, the FASB issued ASU No. 2021-04, “ Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options Disclosures about Government Assistance In November 2021, the FASB issued ASU No. 2021-10, “ Disclosures by Business Entities about Government Assistance Governments of multiple countries extended several programs to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or deferrals and other financial aid. The Company has participated in several of these government programs. A substantial portion of these government support payments were to ensure that the Company continues to pay and maintain the employees on its payroll and does not make them redundant as the demand for travel services significantly reduced due to the COVID -19 pandemic. During the three months ended June 30, 2022 and 2021, the Company recognized in its consolidated statements of operations government grants and other assistance benefits for salaries and wages (mainly furlough support payments) of $1 million and $17 million, respectively, as a reduction of expenses. During the six months ended June 30, 2022 and 2021, the Company recognized in its consolidated statements of operations government grants and other assistance benefits for salaries and wages (mainly furlough support payments) of $7 million and $43 million, respectively, as a reduction of expenses. As of June 30, 2022 and December 31, 2021, the Company had a receivable of $0 and $6 million, respectively, in relation to such government grants, that is included in the accounts receivable balance in the consolidated balance sheets. These relate to payments that are expected to be received under the government programs where the Company has met the qualifying requirements and it is probable that payments will be received. Accounting Pronouncements — Not Yet Adopted Credit Losses In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Reference rate reforms In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Contracts with Customers Acquired in a Business Combination In October 2021, the FASB issued ASU No. 2021-08, “ Accounting for Contract Assets and Contract Liabilities from Contracts with Customers | ||
Apollo Strategic Growth Capital | |||
Basis of Presentation | Basis of Presentation Certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed. As such, the information included in these condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 1, 2022. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2022 and its results of operations and cash flows for the three months ended March 31, 2022. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022. | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“ SEC | |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of 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 condensed 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. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting 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 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and 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. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | ||
Offering Costs Associated with the Public Offering | Offering Costs Associated with the Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering | Offering Costs Associated with the Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering | |
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, “ Distinguishing Liabilities from Equity Effective with the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital. At March 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants (39,745,978) Class A ordinary shares issuance costs (44,871,756) Plus: Accretion of carrying value to redemption value 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 During the three months ended March 21, 2022, the Company did not make any adjustments to the redemption value of the Class A 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, “ Distinguishing Liabilities from Equity Effective with the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021 and 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 | |
Income Taxes | Income Taxes ASC 740, “ Income Taxes There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. | Income Taxes ASC 740, “ Income Taxes There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. | |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the three months ended March 31, 2022 and 2021. Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ (4,261,175) $ (1,065,294) $ 16,226,517 $ 4,056,629 Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 81,681,000 20,420,250 Basic and diluted net income (loss) per ordinary share $ (0.05) $ (0.05) $ 0.20 $ 0.20 | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share and allocates income/loss on a pro rata basis. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the years ended December 31, 2021 and 2020. The Company did not have any Class A ordinary shares outstanding as of December 31, 2019: Year Ended Year Ended December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 4,959,912 $ 1,239,978 $ (9,780,661) $ (9,861,099) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 18,828,526 18,983,377 Basic and diluted net income (loss) per ordinary share $ 0.06 $ 0.06 $ (0.52) $ (0.52) | |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging Fair Value Measurement | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging Fair Value Measurement | |
Warrant Instruments | Warrant Instruments The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging | Warrant Instruments The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US 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. As of March 31, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US 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. As of December 31, 2021, 2020 and 2019, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. | |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt -Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ ASU 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule of calculation of basic and diluted net income (loss) per ordinary share | The following table reconciles the numerators and denominators used in the computation of basic and diluted earnings (loss) per share from continuing operations: Three months ended Six months ended (in $ millions, except share and per share data) June 30, 2022 June 30, 2022 Numerator – Basic and diluted earnings (loss) per share: Net income attributable to the Company’s Class A common stockholders (A) $ 21 $ 21 Add: Net loss attributable to non-controlling interests in subsidiaries (1) (23) (114) Net loss attributable to the Company’s Class A and Class B common stockholders – Diluted (B) $ (2) $ (93) Denominator – Basic and diluted weighted average number of shares outstanding: Weighted average number of Class A common stock outstanding – Basic (C) 48,867,969 48,867,969 Assumed exercise of GBTG MIP Options 1,003,771 1,003,771 Assumed conversion of Class B common stock 394,448,481 394,448,481 Weighted average number of Class A common stock outstanding – Diluted (D) 444,320,221 444,320,221 Basic earnings per share attributable to the Company’s Class A common stockholders: (A) / (C) $ 0.44 $ 0.44 Diluted loss per share attributable to the Company’s Class A and Class B common stockholders: (B) / (D) $ — $ (0.21) (1) Primarily represents net loss attributed to the Continuing JerseyCo Owners for the periods prior to the Business Combination and their proportionate share of income (loss) after the Business Combination . | ||
Apollo Strategic Growth Capital | |||
Summary of reconciliation of Class A common stock reflected on the balance sheet | At March 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants (39,745,978) Class A ordinary shares issuance costs (44,871,756) Plus: Accretion of carrying value to redemption value 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 | Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 | |
Schedule of calculation of basic and diluted net income (loss) per ordinary share | Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ (4,261,175) $ (1,065,294) $ 16,226,517 $ 4,056,629 Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 81,681,000 20,420,250 Basic and diluted net income (loss) per ordinary share $ (0.05) $ (0.05) $ 0.20 $ 0.20 | Year Ended Year Ended December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 4,959,912 $ 1,239,978 $ (9,780,661) $ (9,861,099) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 18,828,526 18,983,377 Basic and diluted net income (loss) per ordinary share $ 0.06 $ 0.06 $ (0.52) $ (0.52) |
FAIR VALUE MEASUREMENTS (Tabl_2
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule of company's liabilities that are measured at fair value on a recurring basis | As of As of Fair June 30, 2022 December 31, 2021 Value Carrying Fair Carrying Fair (in $ millions) Hierarchy amount (1) value amount (1) value Senior secured initial term loans Level 2 $ 235 $ 219 $ 236 $ 233 Senior secured tranche B-3 term loans Level 3 $ 986 $ 1,013 $ 787 $ 800 (1) Outstanding principal amount of the relevant class of senior secured term loans less unamortized debt discount and debt issuance costs with respect to such loans. | ||
Apollo Strategic Growth Capital | |||
Schedule of company's assets that are measured at fair value on a recurring basis | Description Level March 31, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 817,678,426 $ 817,356,537 Liabilities: Warrant Liability – Private Placement Warrants 3 22,797,295 21,092,973 Warrant Liability – Public Warrants 1 37,300,990 34,850,560 | ||
Schedule of company's liabilities that are measured at fair value on a recurring basis | Description Level December 31, 2021 December 31, 2020 December 31, 2019 Assets: Marketable securities held in Trust Account 1 $ 817,356,537 $ 816,985,533 $ — Liabilities: Warrant Liability – Private Placement Warrants 3 21,092,973 23,455,550 — Warrant Liability – Public Warrants 1 34,850,560 51,186,760 — | ||
Schedule of the changes in fair value, including net transfers in all financial assets and liabilities | Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2021 $ 21,092,973 Change in fair value of derivative liabilities 1,704,322 Balance, March 31, 2022 $ 22,797,295 The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2021: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2020 $ 23,455,550 Change in fair value of derivative liabilities (7,904,318) Balance, March 31, 2021 $ 15,551,232 | Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2019 $ — Derivative liabilities recorded on issuance of derivative warrants 57,753,222 Transfer to Level 1 (39,745,978) Change in fair value of derivative liabilities 5,448,306 Balance, December 31, 2020 23,455,550 Change in fair value of derivative liabilities (2,362,577) Balance, December 31, 2021 $ 21,092,973 | |
Schedule of the fair value of the derivative feature of the Private warrants | March 31, 2022 December 31, 2021 Risk-free interest rate 2.42 % 1.31 % Expected life of grants 5.25 years 5.5 years Expected volatility of underlying shares 17.0 % 18.0 % Dividends 0.0 % 0.0 % | December 31, 2021 December 31, 2020 Risk-free interest rate 1.31 % 0.49 % Expected life of grants 5.5 years 5.9 years Expected volatility of underlying shares 18.0 % 10.0 - 30.0 % Dividends 0.0 % 0 % |
DESCRIPTION OF ORGANIZATION, _4
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details) | 3 Months Ended | 12 Months Ended | |||||
Dec. 02, 2021 USD ($) $ / shares shares | Nov. 10, 2020 USD ($) $ / shares shares | Oct. 06, 2020 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) D shares | Dec. 31, 2021 USD ($) D shares | Dec. 31, 2020 USD ($) | Jun. 30, 2022 USD ($) shares | |
Description of Organization and Business Operations | |||||||
Sale of Private Placement Warrants (in shares) | shares | 39,000,000 | ||||||
Maturity term of U.S. government securities | 180 days | ||||||
Cash and Cash Equivalents, at Carrying Value | $ 516,000,000 | $ 446,000,000 | |||||
Current liabilities | $ 721,000,000 | $ 777,000,000 | |||||
Apollo Strategic Growth Capital | |||||||
Description of Organization and Business Operations | |||||||
Number of units issued | shares | 39,451,134 | 39,451,134 | |||||
Investments held in Trust | $ 750,000,000 | ||||||
Offering cost | $ 800,880 | ||||||
Transaction Costs | 41,389,428 | ||||||
Underwriting fees | 15,000,000 | ||||||
Deferred underwriting fee payable | 26,250,000 | ||||||
Other offering costs | 139,428 | ||||||
Earnout Shares | shares | 15,000,000 | 15,000,000 | |||||
Maturity term of U.S. government securities | 180 days | ||||||
Percentage of aggregate fair market value of assets | 80% | ||||||
Maximum allowed dissolution expenses | $ 100,000 | $ 100,000 | $ 100,000 | 100,000 | |||
Proceeds from issuance initial public offering | 816,810,000 | ||||||
Cash and Cash Equivalents, at Carrying Value | 80,242 | 161,277 | $ 257,872 | ||||
Investment of cash into Trust Account | $ 817,678,426 | $ 817,356,537 | |||||
Condition for future business combination use of proceeds percentage. | 100 | 100 | |||||
Condition for future business combination threshold percentage ownership | 100 | 100 | |||||
Condition for future business combination threshold net tangible assets | $ 5,000,001 | $ 5,000,001 | |||||
Redemption Limit Percentage Without Prior Consent | 80 | ||||||
Threshold number of days to sell their public shares in a tender offer | D | 2 | 2 | |||||
Threshold Business Days For Redemption Of Public Shares | D | 10 | ||||||
Working Capital Deficit | $ 15,200,000 | $ 13,700,000 | |||||
Current liabilities | 15,653,486 | 14,400,637 | $ 2,256,681 | ||||
Cash | $ 80,000 | $ 161,000 | |||||
Term for submitting or filing shelf, covering the issuance and the resale of all registrable securities on a delayed or continuous basis | 30 days | 30 days | |||||
Term for declaring shelf effective after the filing | 60 days | 60 days | |||||
Term For Declaring Shelf Effective After The Filing, If The Sec Notifies That It Will "Review" The Shelf | 90 days | 90 days | |||||
Term For Declaring Shelf Effective After The Date When Entity Is Notified Orally Or In Writing, Whichever Is Earlier By The Sec That The Shelf Will Not Be Reviewed Or Will Not Be Subject To Further Review | 10 days | 10 days | |||||
IPO | Apollo Strategic Growth Capital | |||||||
Description of Organization and Business Operations | |||||||
Number of units issued | shares | 75,000,000 | 81,681,000 | 81,681,000 | ||||
Unit Par Value | $ / shares | $ 0.00005 | ||||||
Unit Price | $ / shares | $ 10 | ||||||
Proceeds from offering | $ 750,000,000 | ||||||
Threshold Business Days For Redemption Of Public Shares | D | 10 | 10 | |||||
IPO | Class A common stock | Apollo Strategic Growth Capital | |||||||
Description of Organization and Business Operations | |||||||
Proceeds from issuance initial public offering | $ 816,810,000 | ||||||
Over-allotment option | Apollo Strategic Growth Capital | |||||||
Description of Organization and Business Operations | |||||||
Number of units issued | shares | 6,681,000 | 9,000,000 | 9,000,000 | ||||
Unit Price | $ / shares | $ 10 | ||||||
Proceeds from offering | $ 66,810,000 | ||||||
Offering cost | 3,674,550 | ||||||
Deferred underwriting fee payable | $ 2,338,350 | ||||||
Number of shares to be issued | shares | 6,681,000 | ||||||
Over-allotment option | Founder | Apollo Strategic Growth Capital | |||||||
Description of Organization and Business Operations | |||||||
Maximum shares subject to forfeiture | shares | 1,142,250 | ||||||
PIPE Subscription Agreements | Domesticated Acquiror Class A Common Stock | Apollo Strategic Growth Capital | |||||||
Description of Organization and Business Operations | |||||||
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination | 5% | ||||||
Fair market value of shares | $ / shares | $ 0.0001 | ||||||
Sponsor | Domesticated Acquiror Class A Common Stock | Apollo Strategic Growth Capital | |||||||
Description of Organization and Business Operations | |||||||
Number of shares that will immediately vest without restrictions | shares | 13,631,318 | ||||||
Number of shares that will be deemed unvested | shares | 6,713,932 | ||||||
Term For Triggering Events | 5 years | ||||||
Sponsor | Private Placement. | Apollo Strategic Growth Capital | |||||||
Description of Organization and Business Operations | |||||||
Price of warrants (in dollars per share) | $ / shares | $ 1.50 | ||||||
Sponsor | PIPE Subscription Agreements | Domesticated Acquiror Class A Common Stock | Apollo Strategic Growth Capital | |||||||
Description of Organization and Business Operations | |||||||
Number of shares to be issued | shares | 2,000,000 | ||||||
Fair market value of shares | $ / shares | $ 10 | ||||||
PIPE Investors | PIPE Subscription Agreements | Domesticated Acquiror Class A Common Stock | Apollo Strategic Growth Capital | |||||||
Description of Organization and Business Operations | |||||||
Number of shares to be issued | shares | 33,500,000 | ||||||
Fair market value of shares | $ / shares | $ 10 | ||||||
Aggregate purchase price | $ 335,000,000 | ||||||
Private Placement Warrants. | Apollo Strategic Growth Capital | |||||||
Description of Organization and Business Operations | |||||||
Number of units issued | shares | 12,224,134 | 12,224,134 | |||||
Private Placement Warrants. | Private Placement. | Apollo Strategic Growth Capital | |||||||
Description of Organization and Business Operations | |||||||
Sale of Private Placement Warrants (in shares) | shares | 12,224,134 | 12,224,134 | |||||
Proceeds from sale of Private Placement Warrants | $ 18,336,200 | $ 18,336,200 | |||||
Private Placement Warrants. | Sponsor | Apollo Strategic Growth Capital | |||||||
Description of Organization and Business Operations | |||||||
Sale of Private Placement Warrants (in shares) | shares | 890,800 | 11,333,334 | |||||
Price of warrants (in dollars per share) | $ / shares | $ 1.50 | ||||||
Proceeds from sale of Private Placement Warrants | $ 1,336,200 | $ 17,000,000 | |||||
Public warrants | Apollo Strategic Growth Capital | |||||||
Description of Organization and Business Operations | |||||||
Number of units issued | shares | 27,227,000 | 27,227,000 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |||||
Statutory tax rate (as a percent) | 21% | ||||
Apollo Strategic Growth Capital | |||||
Summary of Significant Accounting Policies | |||||
Federal depository insurance coverage | $ 250,000 | $ 250,000 | |||
Public offering costs | 800,877 | $ 800,877 | |||
Underwriter discounts charged to APIC | 44,924,550 | 44,924,550 | |||
Transaction costs allocable to warrant liability | 2,344,508 | 0 | 2,344,508 | $ 0 | |
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | $ 0 | |
Statutory tax rate (as a percent) | 0% | 0% |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A ordinary shares reflected in the condensed balance sheets (Details) - Apollo Strategic Growth Capital - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class A ordinary shares subject to possible redemption | $ 816,810,000 | $ 816,810,000 | $ 816,810,000 |
Class A common stock | |||
Gross proceeds | 816,810,000 | 816,810,000 | 816,810,000 |
Proceeds allocated to Public Warrants | (39,745,978) | 39,745,978 | 39,745,978 |
Class A ordinary shares issuance costs | (44,871,756) | 44,871,756 | 44,871,756 |
Accretion of carrying value to redemption value | 84,617,734 | 84,617,734 | 84,617,734 |
Class A ordinary shares subject to possible redemption | $ 816,810,000 | $ 816,810,000 | $ 816,810,000 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||||||
Allocation of net loss, as adjusted | $ 21,000,000 | $ 21,000,000 | |||||
Denominator: | |||||||
Weighted average number of shares outstanding - Basic | 48,867,969 | 48,867,969 | |||||
Weighted average number of shares outstanding - Diluted | 444,320,221 | 444,320,221 | |||||
Basic earnings per share attributable to the Company's Class A common stockholders: | $ 0.44 | $ 0.44 | |||||
Diluted loss per share attributable to the Company's Class A common stockholders | $ (0.21) | ||||||
Class A common stock | Apollo Strategic Growth Capital | |||||||
Numerator: | |||||||
Allocation of net loss, as adjusted | $ (4,261,175) | $ 16,226,517 | $ 4,959,912 | $ (9,780,661) | |||
Denominator: | |||||||
Weighted average number of shares outstanding - Basic | 81,681,000 | 81,681,000 | 81,681,000 | 18,828,526 | |||
Weighted average number of shares outstanding - Diluted | 81,681,000 | 81,681,000 | 81,681,000 | 18,828,526 | |||
Basic earnings per share attributable to the Company's Class A common stockholders: | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | |||
Diluted loss per share attributable to the Company's Class A common stockholders | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | |||
Class B common stock | Apollo Strategic Growth Capital | |||||||
Numerator: | |||||||
Allocation of net loss, as adjusted | $ (1,065,294) | $ 4,056,629 | $ 1,239,978 | $ (9,861,099) | |||
Denominator: | |||||||
Weighted average number of shares outstanding - Basic | 20,420,250 | 20,420,250 | 20,420,250 | 18,983,377 | 18,750,000 | ||
Weighted average number of shares outstanding - Diluted | 20,420,250 | 20,420,250 | 20,420,250 | 18,983,377 | 18,750,000 | ||
Basic earnings per share attributable to the Company's Class A common stockholders: | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | $ 0 | ||
Diluted loss per share attributable to the Company's Class A common stockholders | $ (0.05) | $ 0.20 | $ 0.06 | $ (0.52) | $ 0 |
INITIAL PUBLIC OFFERING (Deta_2
INITIAL PUBLIC OFFERING (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Nov. 10, 2020 | Oct. 06, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Exercise price of warrants | $ 11.50 | |||||
Apollo Strategic Growth Capital | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | 39,451,134 | 39,451,134 | ||||
Proceeds from sale of Units in Public Offering | $ 816,810,000 | |||||
Public warrants | Apollo Strategic Growth Capital | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | 27,227,000 | 27,227,000 | ||||
Class A common stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common shares, par value, (per share) | $ 0.0001 | |||||
Class A common stock | Apollo Strategic Growth Capital | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common shares, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 | |||
IPO | Apollo Strategic Growth Capital | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | 75,000,000 | 81,681,000 | 81,681,000 | |||
Purchase price, per unit | $ 10 | $ 10 | ||||
Number of shares in a unit | 6,681,000 | 6,681,000 | ||||
IPO | Public warrants | Apollo Strategic Growth Capital | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of warrants in a unit | 0.33 | 1 | ||||
Number of shares issuable per warrant | 1 | 1 | ||||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||||
Number of shares per unit | 1 | 1 | ||||
IPO | Class A common stock | Apollo Strategic Growth Capital | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from sale of Units in Public Offering | $ 816,810,000 | |||||
Common shares, par value, (per share) | $ 0.00005 | |||||
Over-allotment option | Apollo Strategic Growth Capital | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | 6,681,000 | 9,000,000 | 9,000,000 |
PRIVATE PLACEMENT (Details)_2
PRIVATE PLACEMENT (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Nov. 10, 2020 | Oct. 06, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | 39,000,000 | ||||
Exercise price | $ 11.50 | ||||
Private Placement Warrants. | Sponsor | Apollo Strategic Growth Capital | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | 890,800 | 11,333,334 | |||
Aggregate purchase price | $ 1,336,200 | $ 17,000,000 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | |||
Private Placement. | Private Placement Warrants. | Apollo Strategic Growth Capital | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | 12,224,134 | 12,224,134 | |||
Price of warrants | $ 1.50 | $ 1.50 | |||
Aggregate purchase price | $ 18,336,200 | $ 18,336,200 |
RELATED PARTIES - Founder Sha_2
RELATED PARTIES - Founder Shares (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2020 item $ / shares shares | Sep. 16, 2020 shares | Sep. 30, 2020 D $ / shares shares | Oct. 31, 2008 shares | Jun. 30, 2022 USD ($) $ / shares shares | Mar. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 $ / shares shares | Nov. 30, 2020 shares | Nov. 10, 2020 shares | Oct. 06, 2020 shares | Aug. 06, 2020 shares | Dec. 31, 2019 shares | |
Related Party Transaction [Line Items] | |||||||||||||
Purchase price | $ | $ 6 | ||||||||||||
Sale of Private Placement Warrants (in shares) | 39,000,000 | ||||||||||||
Private Placement Warrants. | Private Placement. | Apollo Strategic Growth Capital | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Price of warrant | $ / shares | $ 1.50 | $ 1.50 | |||||||||||
Sale of Private Placement Warrants (in shares) | 12,224,134 | 12,224,134 | |||||||||||
Class B common stock | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common shares outstanding | 394,448,481 | ||||||||||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | ||||||||||||
Class B common stock | Apollo Strategic Growth Capital | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common shares outstanding | 20,420,250 | 20,420,250 | 20,420,250 | 20,420,250 | |||||||||
Common shares, par value, (per share) | $ / shares | $ 0.00005 | $ 0.00005 | $ 0.00005 | ||||||||||
Sponsor | Private Placement Warrants. | Apollo Strategic Growth Capital | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | |||||||||||
Sale of Private Placement Warrants (in shares) | 890,800 | 11,333,334 | |||||||||||
Founder | Apollo Strategic Growth Capital | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares issued during the period | 1 | ||||||||||||
Founder | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Holding of shares | 25,000 | 25,000 | |||||||||||
Founder | Apollo Strategic Growth Capital | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares issued during the period | 1 | ||||||||||||
Common shares outstanding | 21,562,500 | ||||||||||||
Number of independent directors | 3 | 3 | |||||||||||
Surrendered founder shares | 7,187,500 | ||||||||||||
Holding of shares | 25,000 | 25,000 | |||||||||||
Purchase price, per unit | $ / shares | $ 0.00087 | $ 0.00087 | |||||||||||
Recapitalization ratio | 1.33333 | ||||||||||||
Founder | Over-allotment option | Apollo Strategic Growth Capital | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Maximum shares subject to forfeiture | 1,142,250 | ||||||||||||
Founder | Class B common stock | Apollo Strategic Growth Capital | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common shares outstanding | 75,000 | 75,000 | 28,750,000 | ||||||||||
Purchase price, per unit | $ / shares | $ 65.25 | $ 65.25 | |||||||||||
Founder | Sponsor | Class B common stock | Apollo Strategic Growth Capital | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares subject to forfeiture | 1,142,250 | ||||||||||||
Restrictions on transfer period of time after business combination completion | 1 year | 1 year | |||||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | |||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | 20 days | |||||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | |||||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days |
RELATED PARTIES - Additional _2
RELATED PARTIES - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 11, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2022 | Sep. 14, 2021 | Jun. 18, 2021 | Feb. 22, 2021 | Oct. 20, 2020 | |
Related Party Transaction [Line Items] | |||||||||||
Exercise price | $ 11.50 | ||||||||||
Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Repayment of promissory note - related party | $ 371,767 | $ 371,767 | |||||||||
Due to Related Parties | $ 4,258,589 | 2,040,211 | $ 373,517 | $ 0 | |||||||
Advances from Related Parties | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Offering costs and other expenses | 2,218,378 | 2,472 | 2,040,211 | 373,517 | 0 | ||||||
Administrative Services Agreement | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses per month | 16,667 | 16,667 | |||||||||
Expenses incurred | $ 50,001 | $ 50,647 | $ 200,650 | 46,669 | $ 0 | ||||||
Threshold period for which expenses are paid | 27 months | 27 months | |||||||||
Sponsor | Note | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses incurred | $ 750,000 | ||||||||||
Interest rate per annum | 0.17% | ||||||||||
Sponsor | October Note | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loan conversion agreement warrant | $ 1,500,000 | ||||||||||
Exercise price | $ 1.50 | ||||||||||
Debt principal amount | $ 1,500,000 | ||||||||||
Interest rate per annum | 0.14% | ||||||||||
Amount borrowed | $ 1,500,000 | ||||||||||
Outstanding balance | $ 1,500,000 | $ 1,500,000 | |||||||||
Outstanding interest | 3,032 | 2,514 | $ 414 | ||||||||
Sponsor | February Note | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt principal amount | $ 800,000 | ||||||||||
Interest rate per annum | 0.12% | ||||||||||
Amount borrowed | $ 800,000 | ||||||||||
Outstanding balance | 800,000 | 800,000 | |||||||||
Outstanding interest | 1,057 | 821 | |||||||||
Sponsor | June Note | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt principal amount | $ 2,000,000 | ||||||||||
Interest rate per annum | 0.13% | ||||||||||
Amount borrowed | $ 2,000,000 | ||||||||||
Outstanding balance | 2,000,000 | 2,000,000 | |||||||||
Outstanding interest | 2,016 | 1,375 | |||||||||
Sponsor | September Note | Apollo Strategic Growth Capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt principal amount | $ 1,500,000 | ||||||||||
Interest rate per annum | 0.17% | ||||||||||
Amount borrowed | $ 1,500,000 | ||||||||||
Outstanding balance | 1,500,000 | 1,500,000 | |||||||||
Outstanding interest | $ 1,395 | $ 755 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details) - Apollo Strategic Growth Capital - USD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 10, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 06, 2020 | |
Underwriting Agreement | ||||
Underwriting discounts and commissions paid | $ 15,000,000 | |||
Number of units issued | 39,451,134 | 39,451,134 | ||
Underwriting cash discount per unit | $ 0.20 | |||
Deferred Fee Per Unit | $ 0.35 | |||
Aggregate deferred underwriting fee payable | $ 28,588,350 | |||
Contingent fees | $ 7,000,000 | $ 7,000,000 | ||
Placement Fees | 3.50% | 3.50% | ||
Over-allotment option | ||||
Underwriting Agreement | ||||
Number of units issued | 6,681,000 | 9,000,000 | 9,000,000 | |
Threshold Number Of Days Granted For Underwriter For Purchase Of Additional Units | 30 days | 30 days | ||
Aggregate underwriter cash discount | $ 16,336,200 |
SHAREHOLDERS' DEFICIT - Prefe_2
SHAREHOLDERS' DEFICIT - Preferred Shares (Details) - Apollo Strategic Growth Capital - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.00005 | $ 0.00005 | $ 0.00005 | |
Preferred stock, shares issued | 0 | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 |
SHAREHOLDERS' DEFICIT - Ordin_2
SHAREHOLDERS' DEFICIT - Ordinary Shares (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Nov. 30, 2020 shares | Sep. 30, 2020 shares | Mar. 31, 2022 Vote shares | Dec. 31, 2021 Vote / shares shares | Dec. 31, 2020 shares | Dec. 31, 2019 shares | Jun. 30, 2022 shares | |
Apollo Strategic Growth Capital | |||||||
Earn-outs | |||||||
Number of vote for each ordinary share | Vote / shares | 1 | ||||||
Number of Class A common stock issued upon conversion of each share (in shares) | 1 | ||||||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares (in shares) | 20% | 20% | |||||
Common shares, votes per share | Vote / shares | 1 | ||||||
Class A common stock | |||||||
Earn-outs | |||||||
Common shares, shares authorized | 3,000,000,000 | ||||||
Common shares, shares issued | 56,945,033 | ||||||
Shares outstanding | 56,945,033 | ||||||
Class A common stock | Apollo Strategic Growth Capital | |||||||
Earn-outs | |||||||
Common shares, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||||
Number of vote for each ordinary share | Vote | 1 | ||||||
Common stock shares outstanding including shares subject to possible conversion | 81,681,000 | 81,681,000 | 81,681,000 | 0 | |||
Common shares, votes per share | Vote | 1 | ||||||
Common shares, shares issued | 0 | 0 | 0 | ||||
Shares outstanding | 0 | 0 | 0 | ||||
Class B common stock | |||||||
Earn-outs | |||||||
Common shares, shares authorized | 3,000,000,000 | ||||||
Common shares, shares issued | 394,448,481 | ||||||
Shares outstanding | 394,448,481 | ||||||
Class B common stock | Apollo Strategic Growth Capital | |||||||
Earn-outs | |||||||
Common shares, shares authorized | 60,000,000 | 60,000,000 | 60,000,000 | ||||
Common shares, shares issued | 20,420,250 | 20,420,250 | 20,420,250 | 20,420,250 | |||
Shares outstanding | 20,420,250 | 20,420,250 | 20,420,250 | 20,420,250 | |||
Common stock, shares subject to forfeiture (in shares) | 1,142,250 | ||||||
Common stock, shares subject to surrender (in shares) | 7,187,500 |
WARRANTS (Details)_2
WARRANTS (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 USD ($) D item $ / shares shares | Dec. 31, 2021 USD ($) D $ / shares shares | Jun. 30, 2022 shares | Dec. 31, 2020 shares | Dec. 31, 2019 shares | |
Shareholders' Equity | |||||
Warrants outstanding | 39,451,134 | ||||
Apollo Strategic Growth Capital | |||||
Shareholders' Equity | |||||
Warrants outstanding | 39,451,134 | 39,451,134 | 39,451,134 | 0 | |
Number of units issued | 39,451,134 | 39,451,134 | |||
Warrant liabilities | $ | $ 57,753,222 | $ 57,753,222 | |||
Public warrants | |||||
Shareholders' Equity | |||||
Warrants outstanding | 27,227,000 | ||||
Public Warrants expiration term | 5 years | ||||
Public warrants | Apollo Strategic Growth Capital | |||||
Shareholders' Equity | |||||
Warrants outstanding | 27,227,000 | 27,227,000 | |||
Warrants exercisable term after the completion of a business combination | 30 days | 30 days | |||
Warrants exercisable term from the closing of the public offering | 12 months | 12 months | |||
Threshold period for filling registration statement after business combination | 15 days | ||||
Public Warrants expiration term | 5 years | 5 years | |||
Number of units issued | 27,227,000 | 27,227,000 | |||
Public warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | Apollo Strategic Growth Capital | |||||
Shareholders' Equity | |||||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | |||
Stock price trigger for redemption of warrants (in dollars per share) | $ / shares | $ 18 | $ 18 | |||
Threshold trading days for redemption of public warrants | D | 20 | 20 | |||
Threshold consecutive trading days for redemption of public warrants | 30 | 30 | |||
Private Placement Warrants. | Apollo Strategic Growth Capital | |||||
Shareholders' Equity | |||||
Warrants outstanding | 12,224,134 | 12,224,134 | |||
Warrants exercisable term after the completion of a business combination | 30 days | 30 days | |||
Number of units issued | 12,224,134 | 12,224,134 | |||
Private warrants | |||||
Shareholders' Equity | |||||
Warrants outstanding | 12,224,134 |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details) - Apollo Strategic Growth Capital - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets, Fair Value Disclosure [Abstract] | |||
Marketable securities held in Trust Account | $ 817,678,426 | $ 817,356,537 | $ 816,985,533 |
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative warrant liabilities | 60,098,285 | 55,943,533 | 74,642,310 |
Level 1 | Recurring | |||
Assets, Fair Value Disclosure [Abstract] | |||
Marketable securities held in Trust Account | 817,678,426 | 817,356,537 | 816,985,533 |
Level 1 | Recurring | Public warrants | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative warrant liabilities | 37,300,990 | 34,850,560 | 51,186,760 |
Level 3 | Recurring | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative warrant liabilities | 57,753,222 | ||
Level 3 | Recurring | Private Placement Warrants. | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative warrant liabilities | $ 22,797,295 | $ 21,092,973 | $ 23,455,550 |
FAIR VALUE MEASUREMENTS - Cha_2
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Change in fair value of derivative liabilities | $ (13,000,000) | $ (13,000,000) | ||||
Apollo Strategic Growth Capital | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning Balance | 60,098,285 | $ 55,943,533 | $ 74,642,310 | 55,943,533 | $ 74,642,310 | |
Transfer to Level 1 | 0 | 0 | ||||
Change in fair value of derivative liabilities | (4,154,752) | 24,785,058 | 18,698,777 | $ (16,889,088) | ||
Ending Balance | 60,098,285 | 55,943,533 | 74,642,310 | |||
Recurring | Level 3 | Apollo Strategic Growth Capital | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning Balance | $ 22,797,295 | 21,092,973 | 23,455,550 | $ 21,092,973 | 23,455,550 | 0 |
Transfer to Level 1 | (39,745,978) | |||||
Change in fair value of derivative liabilities | 1,704,322 | (7,904,318) | (2,362,577) | 5,448,306 | ||
Ending Balance | $ 22,797,295 | $ 15,551,232 | $ 21,092,973 | $ 23,455,550 |
FAIR VALUE MEASUREMENTS - Lev_2
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Change in fair value of derivative warrant liabilities | $ (13,000,000) | $ (13,000,000) | ||||
Apollo Strategic Growth Capital | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | $ 60,098,285 | $ 55,943,533 | $ 74,642,310 | |||
Change in fair value of derivative warrant liabilities | (4,154,752) | $ 24,785,058 | 18,698,777 | (16,889,088) | ||
Charge to additional paid in capital | 328,959 | |||||
Transfers into or out of Level III | $ 0 | $ 0 | ||||
Public warrants | Apollo Strategic Growth Capital | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Charge to additional paid in capital | $ 328,959 | |||||
Risk-free interest rate | Level 3 | Apollo Strategic Growth Capital | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 2.42 | 1.31 | 0.49 | |||
Expected term (years) | Level 3 | Apollo Strategic Growth Capital | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 5.25 | 5.5 | 5.9 | |||
Volatility | Level 3 | Apollo Strategic Growth Capital | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 17 | 18 | ||||
Volatility | Level 3 | Minimum | Apollo Strategic Growth Capital | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 10 | |||||
Volatility | Level 3 | Maximum | Apollo Strategic Growth Capital | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 30 | |||||
Expected dividends | Level 3 | Apollo Strategic Growth Capital | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value of derivative warrants | 0 | 0 | 0 |
SUBSEQUENT EVENTS (Details)_2
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - April Note - Sponsor - Apollo Strategic Growth Capital | Apr. 01, 2022 USD ($) |
Subsequent Event [Line Items] | |
Aggregate principal amount | $ 1,500,000 |
Interest rate per annum | 0.13% |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 446 | $ 516 |
Accounts receivable (net of allowances for doubtful accounts of $7 and $4 as of June 30, 2022 and December 31, 2021, respectively) | 688 | 381 |
Due from affiliates | 33 | 18 |
Prepaid expenses and other current assets | 117 | 137 |
Total current assets | 1,284 | 1,052 |
Property and equipment, net | 210 | 216 |
Equity Method Investments | 14 | 17 |
Goodwill | 1,312 | 1,358 |
Other intangible assets, net | 682 | 746 |
Operating lease right-of-use assets | 48 | 59 |
Deferred tax assets | 267 | 282 |
Other non-current assets | 34 | 41 |
Total assets | 3,851 | 3,771 |
Current liabilities: | ||
Accounts payable | 274 | 137 |
Due to affiliates | 40 | 41 |
Accrued expenses and other current liabilities | 441 | 519 |
Current portion of operating lease liabilities | 19 | 21 |
Current portion of long-term debt | 3 | 3 |
Total current liabilities | 777 | 721 |
Long-term debt, net of unamortized debt discount and debt issuance costs | 1,218 | 1,020 |
Deferred tax liabilities | 115 | 119 |
Pension liabilities | 280 | 333 |
Long-term operating lease liabilities | 49 | 61 |
Earnouts and warrants derivative liabilities | 121 | |
Other non-current liabilities | 25 | 23 |
Total liabilities | 2,585 | 2,277 |
Commitments and Contingencies (see note 12) | ||
Preferred shares (par value €0.00001; 3,000,000 shares authorized; 1,500,000 shares issued and outstanding as of December 31, 2021) | 160 | |
Stockholders' equity: | ||
Additional paid-in capital | 244 | 2,560 |
Accumulated deficit | (128) | (1,065) |
Accumulated other comprehensive loss | (30) | (162) |
Total equity of the Company's stockholders | 86 | 1,333 |
Equity attributable to noncontrolling interest in subsidiaries | 1,180 | 1 |
Total stockholders' equity | 1,266 | 1,334 |
Total liabilities, preferred shares, and stockholders' equity | 3,851 | 3,771 |
Voting ordinary shares | ||
Stockholders' equity: | ||
Shares | ||
Non-Voting ordinary shares | ||
Stockholders' equity: | ||
Shares | ||
Profit Shares | ||
Stockholders' equity: | ||
Shares | ||
Class A common stock | ||
Stockholders' equity: | ||
Shares | ||
Class B common stock | ||
Stockholders' equity: | ||
Shares |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Millions | Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2021 € / shares |
Allowances for doubtful accounts | $ | $ 7 | $ 4 | |
Preferred shares, par value | € / shares | € 0.00001 | ||
Preferred shares, shares authorized | 3,000,000 | ||
Preferred shares, shares issued | 1,500,000 | ||
Preferred shares, shares outstanding | 1,500,000 | ||
Voting ordinary shares | |||
Shares, par value | € / shares | 0.00001 | ||
Shares authorized | 40,000,000 | ||
Shares issued | 36,000,000 | ||
Shares outstanding | 36,000,000 | ||
Non-Voting ordinary shares | |||
Shares, par value | € / shares | 0.00001 | ||
Shares authorized | 15,000,000 | ||
Shares issued | 8,413,972 | ||
Shares outstanding | 8,413,972 | ||
Profit Shares | |||
Shares, par value | € / shares | € 0.00001 | ||
Shares authorized | 800,000 | ||
Shares issued | 800,000 | ||
Shares outstanding | 800,000 | ||
Class A common stock | |||
Shares, par value | $ / shares | $ 0.0001 | ||
Shares authorized | 3,000,000,000 | ||
Shares issued | 56,945,033 | ||
Shares outstanding | 56,945,033 | ||
Class B common stock | |||
Shares, par value | $ / shares | $ 0.0001 | ||
Shares authorized | 3,000,000,000 | ||
Shares issued | 394,448,481 | ||
Shares outstanding | 394,448,481 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
CONSOLIDATED STATEMENT OF OPERATIONS | ||||
Revenue | $ 486 | $ 153 | $ 836 | $ 279 |
Costs and expenses: | ||||
Cost of revenue (excluding depreciation and amortization shown separately below) | 199 | 95 | 372 | 177 |
Sales and marketing | 82 | 45 | 154 | 88 |
Technology and content | 95 | 59 | 185 | 116 |
General and administrative | 89 | 41 | 154 | 80 |
Restructuring charges | (5) | (9) | (3) | (9) |
Depreciation and amortization | 45 | 36 | 89 | 70 |
Total operating expenses | 505 | 267 | 951 | 522 |
Operating loss | (19) | (114) | (115) | (243) |
Interest expense | (24) | (13) | (43) | (24) |
Fair value movement on earnouts and warrants derivative liabilities | 36 | 36 | ||
Other income, net | 2 | 2 | 5 | |
Loss before income taxes and share of losses from equity method investments | (5) | (127) | (120) | (262) |
Benefit from income taxes | 4 | 73 | 29 | 95 |
Share of losses from equity method investments | (1) | (1) | (2) | (2) |
Net loss | (2) | (55) | (93) | (169) |
Less: Net loss attributable to non-controlling interests in subsidiaries | (23) | $ (55) | (114) | $ (169) |
Net income attributable to the Company's Class A common stockholders | $ 21 | $ 21 | ||
Basic earnings per share attributable to the Company's Class A common stockholders: | $ 0.44 | $ 0.44 | ||
Weighted average number of shares outstanding - Basic | 48,867,969 | 48,867,969 | ||
Diluted loss per share attributable to the Company's Class A common stockholders | $ (0.21) | |||
Weighted average number of shares outstanding - Diluted | 444,320,221 | 444,320,221 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Net loss | $ (2) | $ (55) | $ (93) | $ (169) |
Other comprehensive (loss) income, net of tax: | ||||
Change in currency translation adjustments, net of tax | (74) | 7 | (90) | (2) |
Unrealized gains on cash flow hedge, net of tax | 4 | 13 | ||
Amortization of actuarial loss and prior service cost in net periodic pension cost | 1 | 1 | ||
Other comprehensive (loss) income, net of tax | (69) | 7 | (76) | (2) |
Comprehensive loss | (71) | (48) | (169) | (171) |
Less: Comprehensive loss attributable to non-controlling interests in subsidiaries | (88) | $ (48) | (186) | $ (171) |
Comprehensive income attributable to the Company's Class A common stockholders | $ 17 | $ 17 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Operating activities: | |||||||
Net loss | $ (2) | $ (91) | $ (55) | $ (114) | $ (93) | $ (169) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and amortization | 89 | 70 | |||||
Deferred tax benefit | (31) | (97) | |||||
Equity-based compensation | 8 | 1 | |||||
Provision for (release of) allowance for doubtful accounts | 1 | (4) | |||||
Share of losses from equity-method investments | 1 | 1 | 2 | 2 | |||
Amortization of debt discount and debt issuance costs | 2 | 2 | |||||
Fair value movements on earnouts and warrants derivative liabilities | (36) | (36) | |||||
Other non-cash | (3) | ||||||
Pension contributions | (19) | (12) | |||||
Proceeds from termination of interest rate swap derivative contract | 23 | ||||||
Changes in working capital, net of effects from acquisition | |||||||
Accounts receivables | (346) | (28) | |||||
Prepaid expenses and other current assets | (8) | 44 | |||||
Due from affiliates | (15) | 7 | |||||
Due to affiliates | 4 | ||||||
Accounts payable, accrued expenses and other current liabilities | 114 | (53) | |||||
Net cash used in operating activities | (309) | (236) | |||||
Investing activities: | |||||||
Purchase of property and equipment | (42) | (18) | |||||
Business acquisition, net of cash acquired | (53) | ||||||
Net cash used in investing activities | (42) | (71) | |||||
Financing activities: | |||||||
Proceeds from reverse recapitalization, net | 269 | ||||||
Redemption of preference shares | (168) | ||||||
Proceeds from issuance of preferred shares | 100 | ||||||
Proceeds from senior secured term loans | 200 | 100 | |||||
Repayment of senior secured term loans | (1) | (4) | |||||
Repayment of finance lease obligations | (2) | (2) | |||||
Payment of lender fees and issuance costs for senior secured term loans facilities | (6) | ||||||
Capital distributions to stockholders | (1) | ||||||
Net cash from financing activities | 298 | 187 | |||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (16) | (1) | |||||
Net decrease in cash, cash equivalents and restricted cash | (69) | (121) | |||||
Cash, cash equivalents and restricted cash, beginning of period | $ 525 | $ 593 | 525 | 593 | $ 593 | ||
Cash, cash equivalents and restricted cash, end of period | 456 | 472 | 456 | 472 | $ 525 | ||
Supplemental cash flow information: | |||||||
Cash (received) paid for income taxes (net of refunds) | (1) | 1 | |||||
Cash paid for interest (net of interest received) | 38 | 20 | |||||
Dividend accrued on preferred shares | $ 8 | $ 2 | $ 8 | 2 | |||
Non-cash additions for operating lease right-of-use assets | $ 11 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Cash, cash equivalents and restricted cash consist of: | ||
Cash and cash equivalents | $ 446 | $ 516 |
Restricted cash (included in other non-current assets) | 10 | 9 |
Cash, cash equivalents and restricted cash | $ 456 | $ 525 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Total equity of the Company's stockholders | Common Stock Voting ordinary shares | Common Stock Non-Voting ordinary shares | Common Stock Profit shares | Common Stock Class A common stock | Common Stock Class B common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Equity attributable to non-controlling interest in subsidiaries | Total |
Ending balance at Dec. 31, 2020 | $ 981 | $ 1,752 | $ (592) | $ (179) | $ 3 | $ 984 | |||||
Ending balance (in shares) at Dec. 31, 2020 | 36,000,000 | 8,413,972 | 800,000 | ||||||||
Net (loss) income | (114) | (114) | (114) | ||||||||
Other comprehensive (loss) income, net of tax | (9) | (9) | (9) | ||||||||
Ending balance at Mar. 31, 2021 | 858 | 1,752 | (706) | (188) | 3 | 861 | |||||
Ending balance (in shares) at Mar. 31, 2021 | 36,000,000 | 8,413,972 | 800,000 | ||||||||
Beginning balance at Dec. 31, 2020 | 981 | 1,752 | (592) | (179) | 3 | 984 | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 36,000,000 | 8,413,972 | 800,000 | ||||||||
Net (loss) income | (169) | ||||||||||
Other comprehensive (loss) income, net of tax | (2) | ||||||||||
Ending balance at Jun. 30, 2021 | 810 | 1,751 | (760) | (181) | 2 | 812 | |||||
Ending balance (in shares) at Jun. 30, 2021 | 36,000,000 | 8,413,972 | 800,000 | ||||||||
Beginning balance at Dec. 31, 2020 | 981 | 1,752 | (592) | (179) | 3 | 984 | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 36,000,000 | 8,413,972 | 800,000 | ||||||||
Ending balance at Dec. 31, 2021 | 1,333 | 2,560 | (1,065) | (162) | 1 | 1,334 | |||||
Ending balance (in shares) at Dec. 31, 2021 | 36,000,000 | 8,413,972 | 800,000 | ||||||||
Beginning balance at Mar. 31, 2021 | 858 | 1,752 | (706) | (188) | 3 | 861 | |||||
Beginning balance (in shares) at Mar. 31, 2021 | 36,000,000 | 8,413,972 | 800,000 | ||||||||
Dividend on preferred shares (see note 17) | (2) | (2) | (2) | ||||||||
Equity-based compensation | 1 | 1 | 1 | ||||||||
Net (loss) income | (54) | (54) | (1) | (55) | |||||||
Other comprehensive (loss) income, net of tax | 7 | 7 | 7 | ||||||||
Ending balance at Jun. 30, 2021 | 810 | 1,751 | (760) | (181) | 2 | 812 | |||||
Ending balance (in shares) at Jun. 30, 2021 | 36,000,000 | 8,413,972 | 800,000 | ||||||||
Beginning balance at Dec. 31, 2021 | 1,333 | 2,560 | (1,065) | (162) | 1 | 1,334 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 36,000,000 | 8,413,972 | 800,000 | ||||||||
Dividend on preferred shares (see note 17) | (5) | (5) | (5) | ||||||||
Equity-based compensation | 3 | 3 | 3 | ||||||||
Net (loss) income | (91) | (91) | (91) | ||||||||
Other comprehensive (loss) income, net of tax | (7) | (7) | (7) | ||||||||
Ending balance at Mar. 31, 2022 | 1,233 | 2,558 | (1,156) | (169) | 1 | 1,234 | |||||
Ending balance (in shares) at Mar. 31, 2022 | 36,000,000 | 8,413,972 | 800,000 | 0 | 0 | ||||||
Beginning balance at Dec. 31, 2021 | 1,333 | 2,560 | (1,065) | (162) | 1 | 1,334 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 36,000,000 | 8,413,972 | 800,000 | ||||||||
Other comprehensive loss, net of tax, prior to reverse recapitalization | (47) | ||||||||||
Net (loss) income | (93) | ||||||||||
Other comprehensive (loss) income, net of tax | (76) | ||||||||||
Ending balance at Jun. 30, 2022 | 86 | 244 | (128) | (30) | 1,180 | 1,266 | |||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 0 | 0 | 56,945,033 | 394,448,481 | ||||||
Beginning balance at Mar. 31, 2022 | 1,233 | 2,558 | (1,156) | (169) | 1 | 1,234 | |||||
Beginning balance (in shares) at Mar. 31, 2022 | 36,000,000 | 8,413,972 | 800,000 | 0 | 0 | ||||||
Dividend on preferred shares (see note 17) | (3) | (3) | (3) | ||||||||
Equity-based compensation prior to reverse recapitalization | 2 | 2 | 2 | ||||||||
Additional shares issued to Expedia (See notes 7 and 8) | 6 | 6 | 6 | ||||||||
Additional shares issued to Expedia (See notes 7 and 8) (in shares) | 59,111 | ||||||||||
Net loss prior to reverse recapitalization | (30) | (30) | (30) | ||||||||
Other comprehensive loss, net of tax, prior to reverse recapitalization | (40) | (40) | (40) | ||||||||
Reverse recapitalization, net (see note 6) | (1,102) | (2,322) | 1,037 | 183 | 1,197 | 95 | |||||
Reverse recapitalization, net (see note 6) (In shares) | (36,000,000) | (8,473,083) | (800,000) | 56,945,033 | 394,448,481 | ||||||
Net (loss) income | (2) | ||||||||||
Other comprehensive (loss) income, net of tax | (69) | ||||||||||
Equity-based compensation after the reverse recapitalization | 3 | 3 | 3 | ||||||||
Net income after the reverse recapitalization | 21 | 21 | 7 | 28 | |||||||
Other comprehensive loss, net of tax, after the reverse recapitalization | (4) | (4) | (25) | (29) | |||||||
Ending balance at Jun. 30, 2022 | $ 86 | $ 244 | $ (128) | $ (30) | $ 1,180 | $ 1,266 | |||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 0 | 0 | 56,945,033 | 394,448,481 |
Business Description and Basis
Business Description and Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Business Description and Basis of Presentation | |
Business Description and Basis of Presentation | (1) Business Description and Basis of Presentation Global Business Travel Group, Inc. (“GBTG”), and its consolidated subsidiaries, including GBT JerseyCo Limited, (“GBT JerseyCo”, and all together the “Company”) is a leading platform serving travel for business purposes and provides a full suite of differentiated, technology-enabled solutions to business travelers and corporate clients, suppliers of travel content (such as airlines, hotels, ground transportation and aggregators) and third-party travel agencies. The Company manages end-to-end logistics of corporate travel and provides a link between businesses, their employees, travel suppliers and other industry participants. On December 2, 2021, GBT JerseyCo entered into a definitive business combination agreement (“Business Combination Agreement”) with Apollo Strategic Growth Capital (“APSG”), a special purpose acquisition company, listed on the New York Stock Exchange (the “Business Combination”). The Business Combination closed on May 27, 2022 upon satisfaction of the closing conditions provided in the Business Combination Agreement. Upon closing of the Business Combination, APSG was renamed as “Global Business Travel Group, Inc.” and GBT JerseyCo became a direct subsidiary of GBTG. GBTG is a Delaware corporation and tax resident in the United States of America (“U.S.”). GBTG conducts its business through GBT JerseyCo in an umbrella partnership-C corporation structure (“Up-C structure”), which is tax resident in the United Kingdom (“U.K.”). The Business Combination was accounted for as a reverse recapitalization. Accordingly, no assets or liabilities were measured at fair value, and no goodwill or other intangible assets were recognized as a result of the Business Combination (see note 6 - Reverse Recapitalization GBT JerseyCo was incorporated on November 28, 2019 under the Companies (Jersey) Law 1991 and prior to the Business Combination operated as a joint venture with American Express Travel Holdings Netherlands Coöperatief U.A. (“Amex Coop”), a resident of the Netherlands, Juweel Investors (SPC) Limited (a successor entity of Juweel Investors Limited) (“Juweel”), a resident of Cayman Islands and EG Corporate Travel Holdings LLC (“Expedia”) (collectively, with Amex Coop and Juweel the “Continuing JerseyCo Owners”). The Company has one reportable segment. Impact of COVID-19 Since March 2020, the outbreak of the novel strain of the coronavirus, COVID-19 (“COVID-19”) severely restricted the level of economic activity around the world and had an unprecedented effect on the global travel industry. Government measures implemented to contain the spread of COVID-19, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo time outside of their homes, limited business travel significantly below 2019 levels. While many countries have vaccinated a reasonable proportion of their population, the rate and pace of vaccination globally, the severity and duration of resurgence, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. Overall, the ultimate impact and duration of the COVID-19 pandemic remains uncertain and will depend upon future developments, which are difficult to predict. However, with the spread of the virus now being contained to varying degrees in certain countries during different times, travel restrictions have been lifted and clients have become more comfortable traveling, particularly to domestic locations. This has led to a moderation of the more severe declines in business travel bookings experienced at certain points since the pandemic began. Despite the continued negative impact of the COVID-19 pandemic on the Company’s business, the Company has seen improvement in its transaction volume starting the second half of 2021 and continuing into the first half of 2022 as COVID-19 vaccines continued to be administered and some travel restrictions relaxed. The global travel activity has since shown a recovery trend, but remained below 2019 levels. The Company incurred a net loss of $93 million and had cash outflows from operations of $309 million during the six months ended June 30, 2022 compared to a net loss of $169 million and cash outflows from operations of $236 million during the six months ended June 30, 2021. The Company believes its liquidity is important given limited ability to predict its future financial performance due to the uncertainty associated with the COVID-19 pandemic. Since March 2020, the Company has taken several measures to preserve its liquidity, including initiating a business response plan to the COVID-19 pandemic (voluntary and involuntary redundancies, flexible workings, mandatory pay reductions, consolidating facilities, etc.), entered into several financial transactions, including several debt financing / refinancing transactions and the recent consummation of the Business Combination and continues to explore other capital market transactions to improve liquidity and/or expand its business operations. Based on the financial mitigation measures taken and available funding capacity, along with cash from its operations, the Company believes it has adequate liquidity to meet the future operating, investing and financing needs of the business for a minimum period of twelve months. Basis of Presentation The Company’s consolidated financial statements include the accounts of GBTG, GBT JerseyCo’s wholly- owned subsidiaries and entities controlled by GBTG. There are no entities that have been consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The Company reports the non-controlling ownership interests in subsidiaries that are held by third-party owners as equity attributable to non-controlling interests in subsidiaries on the consolidated balance sheets. The portion of income or loss attributable to third-party owners for the reporting periods is reported as net income (loss) attributable to non-controlling interests in subsidiaries on the consolidated statements of operations. The Company has eliminated intercompany transactions and balances in its consolidated financial statements. For the periods prior to the Business Combination, the consolidated financial statements of the Company comprise the accounts of GBT JerseyCo and its wholly-owned subsidiaries. All intercompany accounts and transactions among GBT JerseyCo and its consolidated subsidiaries were eliminated. The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. As such, certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2021, which are included in the Company’s Registration Statement on Form S-1 as originally filed on June 21, 2022, and declared effective on August 5, 2022 (“Registration Statement”). The Company has included all normal recurring items and adjustments necessary for a fair presentation of the results of the interim period. The Company’s interim unaudited consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, supplier revenue, collectability of receivables, depreciable lives of property and equipment, acquisition purchase price allocations including valuation of acquired intangible assets and goodwill, equity-based compensation, valuation of operating lease right-of-use (“ROU”) assets, impairment of goodwill, other intangible assets, long-lived assets and investments in equity method investments, valuation allowances on deferred income taxes, valuation of pensions, interest rate swaps, warrants and Earnout Shares (discussed below) and contingencies. Actual results could differ materially from those estimates. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact the Company’s results of operations. As a result, many of the Company’s estimates and assumptions require increased judgment. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Significant Accounting Policies | |
Significant Accounting Policies | (2) Summary of Significant Accounting Policies Warrant Instruments and Earnout Shares Liabilities The Company accounts for its (i) public and privately issued warrants (see note 14 – Warrants Earnout Shares Derivatives and Hedging The fair value of warrants are determined using a market price for the public warrants and Black-Scholes model for the private warrants. The Black-Scholes model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. The balance sheet classification of warrant liability is also subject to re-evaluation at each reporting period. As of June 30, 2022, the public warrants were valued using the publicly available price for such warrants and were categorized as level 1 on the fair value hierarchy. As of June 30, 2022, the Company utilized a Black-Scholes model to value the private warrants and categorized such warrants as level 3 on the fair value hierarchy (see note 20 – Fair Value Measurements The fair value of Earnout Shares was determined using Monte Carlo valuation method and were categorized as level 3 on the fair value hierarchy (see note 20 – Fair Value Measurements Recently Adopted Accounting Pronouncements Income Taxes In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “ Income taxes (Topic 740): Simplifying the Accounting for Income Taxes Freestanding Equity-Classified Written Call Options In May 2021, the FASB issued ASU No. 2021-04, “ Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options Disclosures about Government Assistance In November 2021, the FASB issued ASU No. 2021-10, “ Disclosures by Business Entities about Government Assistance Governments of multiple countries extended several programs to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or deferrals and other financial aid. The Company has participated in several of these government programs. A substantial portion of these government support payments were to ensure that the Company continues to pay and maintain the employees on its payroll and does not make them redundant as the demand for travel services significantly reduced due to the COVID -19 pandemic. During the three months ended June 30, 2022 and 2021, the Company recognized in its consolidated statements of operations government grants and other assistance benefits for salaries and wages (mainly furlough support payments) of $1 million and $17 million, respectively, as a reduction of expenses. During the six months ended June 30, 2022 and 2021, the Company recognized in its consolidated statements of operations government grants and other assistance benefits for salaries and wages (mainly furlough support payments) of $7 million and $43 million, respectively, as a reduction of expenses. As of June 30, 2022 and December 31, 2021, the Company had a receivable of $0 and $6 million, respectively, in relation to such government grants, that is included in the accounts receivable balance in the consolidated balance sheets. These relate to payments that are expected to be received under the government programs where the Company has met the qualifying requirements and it is probable that payments will be received. Accounting Pronouncements — Not Yet Adopted Credit Losses In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Reference rate reforms In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Contracts with Customers Acquired in a Business Combination In October 2021, the FASB issued ASU No. 2021-08, “ Accounting for Contract Assets and Contract Liabilities from Contracts with Customers |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contracts with Customers | |
Revenue from Contracts with Customers | (3) Revenue from Contracts with Customers The Company disaggregates revenue based on (i) Travel Revenue which include all revenue relating to servicing a transaction, which can be air, hotel, car rental, rail or other travel-related booking or reservation and (ii) Product and Professional Services Revenue which include all revenue relating to using the Company’s platform, products and value-added services. The following table presents the Company’s disaggregated revenue by nature of service. Sales and usage-based taxes are excluded from revenue. Three months ended June 30, Six months ended June 30, (in $ millions) 2022 2021 2022 2021 Travel revenue $ 388 $ 79 $ 645 $ 141 Products and professional services revenue 98 74 191 138 Total revenue $ 486 $ 153 $ 836 $ 279 Payments from customers are generally received within 30-60 days of invoicing or from their contractual date agreed under the terms of contract. Contract Balances Contract assets represent the Company’s right to consideration in exchange for services transferred to a customer when that right is conditioned on the Company’s future performance obligations. Contract liabilities represent the Company’s obligation to transfer services to a customer for which the Company has received consideration (or the amount is due) from the customer. The opening and closing balances of the Company’s accounts receivables, net, and contract liabilities are as follows: Contract Contract liabilities liabilities Accounts Client Deferred receivables, incentives, net revenue (in $ millions) net (1) (non-current) (current) Balance as of June 30, 2022 $ 688 $ 6 $ 24 Balance as of December 31, 2021 $ 375 $ 3 $ 18 (1) Accounts receivables, net, exclude balances not related to contracts with customers. Deferred revenue is recorded when a performance obligation has not been satisfied but an invoice has been raised. Cash payments received from customers in advance of the Company completing its performance obligations are included in deferred revenue in the Company’s consolidated balance sheets. The Company generally expects to complete its performance obligations under the contracts within one year. During the six months ended June 30, 2022, the cash payments received or due in advance of the satisfaction of the Company’s performance obligations were offset by $8 million of revenue recognized that was included in the deferred revenue balance as of December 31, 2021. Remaining Performance Obligations As of June 30, 2022, the aggregate amount of the transaction price allocated to the Company’s remaining performance obligations was approximately $25 million, which the Company expects to recognize as revenue as performance obligations are satisfied over the next 18 months. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected term of one year or less. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2022 | |
Prepaid Expenses and Other Current Assets | |
Prepaid Expenses and Other Current Assets | (4) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of: As of June 30, December 31, (in $ millions) 2022 2021 Prepaid operating expenses $ 49 $ 42 Income tax receivable / prepayments 30 32 Deferred offering costs — 21 Value added and similar taxes receivables 15 11 Other prepayments and receivables 23 31 Prepaid expenses and other current assets $ 117 $ 137 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2022 | |
Property and Equipment, Net | |
Property and Equipment, Net | (5) Property and Equipment, Net Property and Equipment consist of: As of June 30, December 31, (in $ millions) 2022 2021 Capitalized software for internal use $ 314 $ 304 Computer equipment 74 65 Leasehold improvements 51 52 Furniture, fixtures and other equipment 6 6 Capital projects in progress 22 9 467 436 Less: accumulated depreciation and amortization (257) (220) Property and equipment, net $ 210 $ 216 Depreciation and amortization expense related to fixed assets was $22 million and $43 million for the three and six months ended June 30, 2022, respectively, and $20 million and $39 million for the three and six months ended June 30, 2021, respectively. Depreciation and amortization expense includes amortization related to capitalized software development costs amounting to $15 million and $12 million for the three months ended June 30, 2022 and 2021, respectively, and $29 million and $25 million for the six months ended June 30, 2022 and 2021, respectively. |
Reverse Recapitalization
Reverse Recapitalization | 6 Months Ended |
Jun. 30, 2022 | |
Reverse Recapitalization | |
Reverse Recapitalization | (6) Reverse Recapitalization Pursuant to the Business Combination Agreement, among other things, (i) GBTG acquired 100% voting interest and an approximately 13% equity interest in GBT JerseyCo, (ii) GBT JerseyCo became jointly-owned by GBTG, Amex Coop, Juweel and Expedia and (iii) GBT JerseyCo serves as the operating partnership as part of an Up-C structure. On December 2, 2021, concurrent with the execution of the Business Combination Agreement, GBTG also entered into subscription agreements with certain private investors (“PIPE Investors”), pursuant to which the PIPE Investors collectively subscribed for 33.5 million shares of the Company’s Class A common stock for an aggregate purchase price equal to $335 million (the “PIPE Investment”), including $2 million subscribed by entities related to APSG. The PIPE Investment was consummated concurrently with the closing of the Business Combination on May 27, 2022, generating proceeds of $323.5 million from PIPE Investment. The gross proceeds received upon closing of the transaction was $365 million, which included $42 million of cash remaining, net of redemptions, from GBTG’s (formerly APSG) initial public offering. The Business Combination was treated as a reverse recapitalization transaction, whereby GBT JerseyCo was considered the accounting acquirer in the transaction and the predecessor entity of GBTG and therefore recognized the carrying value of the net assets of GBTG as an equity contribution with no incremental goodwill or intangible assets recognized. In connection with the consummation of the Business Combination/immediately upon the Business Combination, the following occurred: ● GBTG holds all the A ordinary shares of GBT JerseyCo – which carry both voting and economic interest rights. The Continuing JerseyCo Owners hold all the B ordinary shares of GBT JerseyCo – which carry no voting rights, but only economic rights. ● The Continuing JerseyCo Owners hold Class B common stock in GBTG, in equal number as their shares in GBT JerseyCo, which carry no economic interest but only voting interest. ● GBTG’s Class A common stock, which is equal in number of the GBT JerseyCo’s A ordinary shares, is held by public and the PIPE Investors. ● GBT JerseyCo MIP Options and incentive plans were converted to GBTG MIP Options and equity compensation plan, with no change in any terms and conditions of grant/vesting/exercise. ● The Continuing JerseyCo Owners and holders of GBT JerseyCo’s MIP Options were granted C ordinary shares of GBT JerseyCo that have no voting or economic interest and will be converted either to (i) GBTG’s Class B common stock and GBT JerseyCo’s B ordinary shares (for Continuing JerseyCo Owners) or (ii) GBTG’s Class A common stock (for GBT JerseyCo’s MIP Option holders) upon GBTG’s Class A common stock meeting certain price thresholds over a certain period of time. Further, certain of GBTG’s Class A common stock are subject to forfeitures and surrender/cancellations for no consideration if GBTG’s Class A common stock does not meet certain price thresholds over a certain period of time. All such shares are referred to as (“Earnout Shares”) ● The outstanding warrants of APSG converted to those of GBTG on the same terms and conditions as existed prior to the closing of the Business Combination Agreement. ● All the Business Combination transaction costs were paid out from the proceeds of the PIPE Investments or cash invested by GBTG in GBT JerseyCo or by GBT JerseyCo. ● GBT JerseyCo repaid all of its outstanding amount of preferred shares including dividends accrued thereon from the proceeds of Business Combination. ● GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into an Exchange Agreement (the “Exchange Agreement”) which provides Continuing JerseyCo Owners right to exchange their B ordinary shares in GBT JerseyCo for Class A common stock of GBTG on a one-for-one basis, with surrender and cancellation of Class B common stock held by them in GBTG. Alternatively, if approved by the “Exchange Committee” (comprising of disinterested and independent board of directors of GBTG), such B ordinary shares can be settled in cash. At the time of the closing of the Business Combination Agreement and as of June 30, 2022, there were 56,945,033 shares of Class A common stock and 394,448,481 shares of Class B common stock of GBTG that were outstanding. The number of shares of Class B common stock outstanding corresponds to the number of B ordinary shares held by Continuing JerseyCo Owners in GBT JerseyCo which represents the non-controlling ownership interests in the Company. Concurrently with the Closing, the Company entered into certain other related agreements which are discussed further in note 17 – Stockholders’ Equity Related Party Transactions |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Jun. 30, 2022 | |
Business Acquisitions | |
Business Acquisitions | (7) Business Acquisitions There was no business acquisition during the six months ended June 30, 2022. Acquisition of Ovation Group On January 21, 2021, the Company, through its wholly-owned subsidiary, GBT US LLC, acquired all of the outstanding shares of Ovation Travel, LLC, (along with its subsidiaries, the “Ovation Group”) for a total cash purchase consideration of $57 million (including approximately $4 million of deferred consideration), net of cash acquired. The results of Ovation Group’s operations have been included in the consolidated financial statements of the Company since the date of its acquisition. The terms of the acquisition included contingent consideration of approximately $4 million and is subject to the continued employment of certain Ovation employees for a specified duration of employment as set out under the business purchase agreement. The Company accrues for this expense as compensation expense. The fair value of the acquisition was allocated primarily to goodwill of $36 million, amortizing intangible assets of $29 million (corporate client relationships of $25 million and Tradenames of $4 million) and net liabilities assumed of $8 million. Goodwill generated from the acquisition is attributable to acquired workforce and expected synergies from centralized management and future growth. The acquired corporate client relationships and tradenames are being amortized over their estimated useful lives of 10 years and 5 years, respectively. The Company incurred $3 million in acquisition related costs which was expensed as incurred. The amount of revenue and net loss of the Ovation Group since the acquisition date included in the consolidated statements of operations for the three months ended June 30, 2021 was $5 million and $5 million respectively and for the six months period ended June 30, 2021 was $7 million and $9 million, respectively. Assuming an acquisition date of January 1, 2020, the unaudited pro forma revenue and net loss of the Company for the three and six months ended June 30, 2021 would not have been materially different to the amount of revenue and net loss presented in the consolidated statements of operations for the three and six months ended June 30, 2021. The pro forma financial information adjusts for the effects of material business combination items primarily related to amortization of acquired intangible assets and the corresponding income tax effects. Acquisition of Egencia On November 1, 2021, the Company completed its acquisition of Egencia, a business-to-business digital travel management company serving corporate clients, from an affiliate of Expedia, Inc., EG Corporate Travel Holdings LLC (“Expedia”). As purchase consideration for this acquisition, the Company issued 8,413,972 non-voting ordinary shares, fair value of which was determined to be $816 million. As a result, Expedia became an indirect holder of non-voting ordinary shares of GBT JerseyCo, which then represented approximately 19% of GBT JerseyCo’s equity interests, excluding GBT JerseyCo’s preferred shares, Profit Shares, MIP Options and MIP Shares. This value was determined on the basis of the estimated total enterprise value of GBT JerseyCo (post acquisition of Egencia) and calculated based on a multiple of Adjusted EBITDA. During the three months ended June 30, 2022, the Company finalized the working capital adjustments related to this acquisition, which resulted in an adjustment of $6 million payable by the Company and in relation to which the Company issued additional 59,111 non-voting ordinary shares to Expedia. Pursuant to the reverse recapitalization discussed in note 6 above, all non-voting ordinary shares issued to Expedia, were redeemed and cancelled by GBT JerseyCo and Expedia received B ordinary shares from GBT JerseyCo, and an equal number of Class B common stock from GBTG as calculated using the exchange ratio as was used to convert the then existing GBT JerseyCo shares to new class of shares under the Business Combination. The acquisition of Egencia will complement the Company’s existing business and is expected to further accelerate its growth strategy in the small-to-medium-sized enterprise sector. The Company’s preliminary purchase price allocation is based on information that is currently available. The preliminary purchase price allocations are subject to further analysis of tax accounts, including deferred tax assets and liabilities. The financial results of Egencia have been included in the Company’s consolidated financial statements since the date of its acquisition. The amount of revenue and net loss of the Egencia business for the three months ended June 30, 2022 were $107 million and $6 million, respectively and for the six months ended June 30, 2022 were $173 million and $34 million, respectively. Assuming an acquisition date of January 1, 2020, the unaudited pro forma revenue and net loss of the Company for the three months ended June 30, 2021 would have been $186 million and $125 million, respectively, and for the six months ended June 30, 2021 would have been $334 million and $326 million, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Other Intangible Assets, Net | |
Goodwill and Other Intangible Assets, Net | (8) Goodwill and Other Intangible Assets, Net The following table sets forth changes in goodwill during the six months ended June 30, 2022: (in $ millions) Amount Balance as of December 31, 2021 $ 1,358 Egencia acquisition adjustments (1) 7 Currency translation adjustments (53) Balance as of June 30, 2022 $ 1,312 (1) Includes adjustment of $6 million related to additional shares issued to Expedia upon finalization of working capital adjustments. There were no goodwill impairment losses recorded for the three and six months ended June 30, 2022 and 2021 and there are no accumulated goodwill impairment losses as of June 30, 2022. The following table sets forth the Company’s other intangible assets with definite lives as of June 30, 2022 and December 31, 2021: June 30, 2022 December 31, 2021 Accumulated Accumulated (in $ millions) Cost depreciation Net Cost depreciation Net Trademarks/tradenames $ 115 $ (65) $ 50 $ 115 $ (62) $ 53 Corporate client relationships 815 (237) 578 815 (189) 626 Supplier relationship 254 (201) 53 254 (188) 66 Travel partner network 4 (3) 1 4 (3) 1 Other intangible assets $ 1,188 $ (506) $ 682 $ 1,188 $ (442) $ 746 Amortization expense relating to definite-lived intangibles was $23 million and $46 million for the three and six months ended June 30, 2022, respectively, and $16 million and $31 million for the three and six months ended June 30, 2021, respectively, which is included in depreciation and amortization in the consolidated statements of operations. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | (9) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of: As of June 30, December 31, (in $ millions) 2022 2021 Accrued payroll and related costs $ 165 $ 198 Accrued operating expenses 128 147 Accrued restructuring costs (see note 10) 36 69 Client deposits 44 59 Deferred revenue 24 18 Value added and similar taxes payable 10 6 Income tax payable 7 7 Other payables 27 15 Accrued expenses and other current liabilities $ 441 $ 519 |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring Charges. | |
Restructuring Charges | (10) Restructuring Charges The table below sets forth accrued restructuring cost included in accrued expenses and other current liabilities, for the six months ended June 30, 2022: (in $ millions) Employee related Facility Total Balance as of December 31, 2021 $ 64 $ 5 $ 69 Reversal of accruals (1) (2) (3) Cash settled (30) — (30) Balance as of June 30, 2022 $ 33 $ 3 $ 36 |
Long-term Debt
Long-term Debt | 6 Months Ended |
Jun. 30, 2022 | |
Long-term Debt. | |
Long-term Debt | (11) Long-term Debt The outstanding amount of the Company’s long-term debt consists of: As of June 30, December 31, (in $ millions) 2022 2021 Senior Secured Credit Agreement Principal amount of senior secured initial term loans (Maturity – August 2025) (1) $ 241 $ 242 Principal amount of senior secured tranche B-3 term loans (Maturity – December 2026) (2) 1,000 800 Principal amount of senior secured revolving credit facility (Maturity – August 2023) (3) — — 1,241 1,042 Less: Unamortized debt discount and debt issuance costs (20) (19) Total debt, net of unamortized debt discount and debt issuance costs 1,221 1,023 Less: Current portion of long-term debt (3) (3) Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,218 $ 1,020 (1) Stated interest rate of LIBOR + 2.50% as of June 30, 2022 and December 31, 2021. (2) Stated interest rate of LIBOR + 6.50% (with a LIBOR floor of 1.00% ) as of June 30, 2022 and December 31, 2021. (3) Stated interest rate of LIBOR + 2.25% as of June 30, 2022 and December 31, 2021. During the three months ended June 30, 2022, the Company borrowed a principal amount of $200 million of senior secured tranche B-3 term loans under the Tranche B-3 Delayed Draw Term Loan Facility (“Tranche B-3 DDTL Facility”). As of June 30, 2022, the Company has fully drawn on its existing senior secured term loan facilities under the senior secured credit agreement and there are no unutilized term loan commitments remaining outstanding. The Company was required to pay a fee of 3.00% per annum on the actual daily unused delayed draw commitments under the senior secured tranche B-3 term loan facilities, payable quarterly in arrears. During the three and six months ended June 30, 2022, the Company repaid the contractual quarterly installment of $1 million and $1 million of the principal amount of senior secured initial term loans, respectively. At the option of Group Services B.V., a wholly owned subsidiary of GBTG (the “Borrower”), upon prior written notice, amounts borrowed under one or more of the senior secured credit facilities (as selected by the Borrower) may be voluntarily prepaid, and/or unused commitments thereunder may be voluntarily reduced or terminated, in each case, in whole or in part, at any time without premium or penalty (other than (i) any applicable prepayment premium required to be paid pursuant to the senior secured credit agreement, and (ii) customary breakage costs in connection with certain prepayments of loans bearing interest at a rate based on LIBOR). Subject to certain exceptions set forth in the senior secured credit agreement, the Borrower is required to prepay the senior secured term loans with (i) 50% (subject to leverage-based step-downs) of annual excess cash flow (as defined in the senior secured credit agreement) in excess of a threshold amount, (ii) 100% (subject to leverage-based step-downs) of the net cash proceeds from certain asset sales and casualty events, subject to customary reinvestment rights, (iii) 100% of the net cash proceeds from the incurrence of certain indebtedness and (iv) other than in connection with the consummation of the business combination pursuant to the Business Combination Agreement, 50% of the net cash proceeds from the consummation of any initial public offering (or similar transaction) of the common stock of GBT JerseyCo (or a parent entity thereof). The senior secured revolving credit facility has (i) a $30 million sublimit for extensions of credit denominated in certain currencies other than U.S. dollars, (ii) a $10 million sublimit for letters of credit, and (iii) a $10 million sublimit for swingline borrowings. Extensions of credit under the senior secured revolving credit facility are subject to customary borrowing conditions. The Borrower is required to pay a fee of 0.375% per annum on the average daily unused commitments under the senior secured revolving credit facility, payable quarterly in arrears. As of both June 30, 2022 and December 31, 2021, no borrowings or letters of credit were outstanding under the senior secured revolving credit facility. Interest on the senior secured credit facilities is payable quarterly in arrears (or, if earlier in the case of LIBOR loans, at the end of the applicable interest period). The effective interest rate on the senior secured term loans for the six months ended June 30, 2022 was approximately 7%. Security; Guarantees GBT UK TopCo Limited, a wholly-owned direct subsidiary of GBTG, and certain of its direct and indirect subsidiaries, as guarantors (such guarantors, collectively with the Borrower, the “Loan Parties”), provide an unconditional guarantee, on a joint and several basis, of all obligations under the senior secured credit facilities and under cash management agreements and swap contracts with the lenders or their affiliates (with certain limited exceptions). Subject to certain cure rights, as of the end of each fiscal quarter, at least 70% of the consolidated total assets of the Loan Parties and their subsidiaries must be attributable, in the aggregate, to the Loan Parties; provided that such coverage test shall instead be calculated based on 70% of Consolidated EBITDA (as defined in the senior secured credit agreement) of the Loan Parties and their subsidiaries for the four prior fiscal quarters, commencing with the first quarterly test date after January 2021 on which Consolidated EBITDA of the Loan Parties and their subsidiaries exceeds $100 million. Further, the lenders have a first priority security interest in substantially all of the assets of the Loan Parties. Covenants The senior secured credit agreement contains various affirmative and negative covenants, including certain financial covenants (see below) and limitations (subject to exceptions) on the ability of the Loan Parties and their subsidiaries to: (i) incur indebtedness or issue preferred stock; (ii) incur liens on their assets; (iii) consummate certain fundamental changes (such as acquisitions, mergers, liquidations or changes in the nature of the business); (iv) dispose of all or any part of their assets; (v) pay dividends or other distributions with respect to, or repurchase, any equity interests of any Loan Party or any equity interests of any direct or indirect parent company or subsidiary of any Loan Party; (vi) make investments, loans or advances; (vii) enter into transactions with affiliates and certain other permitted holders; (viii) modify the terms of, or prepay, any of their subordinated or junior lien indebtedness; (ix) make certain changes to a Loan Party’s entity classification for U.S. federal income tax purposes or certain intercompany transfers of a Loan Party’s assets if, as a result thereof, an entity would cease to be a Loan Party due to adverse tax consequences; (x) enter into swap contracts; and (xi) enter into certain burdensome agreements. The senior secured credit agreement also requires that an aggregate amount of Liquidity (as defined in the senior secured credit agreement) equal to at least $200 million be maintained as of the end of each calendar month. The senior secured credit agreement also contains a financial covenant applicable solely to the senior secured revolving credit facility. Such financial covenant requires the first lien net leverage ratio (calculated in a manner set forth under the senior secured credit agreement) to be less than or equal to 3.25 to 1.00 as of the last day of any fiscal quarter on which the aggregate principal amount of outstanding loans and letters of credit under the senior secured revolving credit facility exceeds 35% of the aggregate principal amount of the senior secured revolving credit facility. The senior secured credit agreement provides that such financial covenant is suspended for a limited period of time if an event that constitutes a “Travel MAC” (as defined in the senior secured credit agreement) has occurred and the Loan Parties are unable to comply with such covenant as a result of such event. Such financial covenant did not apply for the period ended June 30, 2022. As of June 30, 2022, the Loan Parties and their subsidiaries were in compliance with all applicable covenants under the senior secured credit agreement. Events of Default The senior secured credit agreement contains default events (subject to certain materiality thresholds and grace periods), which could require early prepayment, termination of the senior secured credit agreement or other enforcement actions customary for facilities of this type. As of June 30, 2022, no event of default existed under the senior secured credit agreement. |
Commitments and Contingencies_4
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | (12) Commitments and Contingencies Purchase Commitment In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers, including those related to capital expenditures. As of June 30, 2022, the Company had approximately $202 million of outstanding non-cancellable purchase commitments, primarily relating to service, hosting and licensing contracts for information technology, of which $76 million relates to the twelve months ending June 30, 2023. These purchase commitments extend through 2027. Guarantees The Company has obtained bank guarantees in respect of certain travel suppliers and real estate lease agreements amounting to $20 million. Certain of these bank guarantees require the Company to maintain cash collateral which has been presented as restricted cash within other non-current assets in the Company’s consolidated balance sheet. Legal Contingencies The Company recognizes legal fees as incurred when the legal services are provided. Based on its current knowledge, and taking into consideration its litigation-related liabilities, the Company believes it is not a party to any pending legal proceeding or governmental examination that would have a material adverse effect on the Company’s consolidated financial condition or liquidity. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Taxes | |
Income Taxes | (13) Income Taxes As mentioned in note 1 - Business Description and Basis of Presentation As a result of the Business Combination, GBTG recorded deferred tax assets related to its investments in GBT JerseyCo of $26 million and deferred tax liabilities of $40 million for foregone foreign tax credits in the U.S. on the foreign source earnings necessary to realize GBTG’s allocable share of GBT JerseyCo’s net deferred tax assets resulting in a net $14 million deferred tax liability. The differences between the Company’s effective tax rate and the U.S. federal statutory tax rate of 21% generally results from various factors, including the geographical distribution of taxable income, state and foreign taxes, tax credits, fair value movements of Earnout Shares and warrants and permanent differences between the book and tax treatment of certain items. Additionally, the amount of income taxes is subject to the Company’s interpretation of applicable tax laws in the jurisdictions in which the Company files its income tax returns. For the three and six months ended June 30, 2022, GBTG’s income tax benefit was $4 million and $29 million, respectively. The Company’s effective tax rate for the three and six months ended June 30, 2022 was 80% and 25%, respectively, primarily due to non-taxability of fair value movements of Earnout Shares and warrants recorded during the second quarter of 2022. For the three and six months ended June 30, 2021, GBTG’s income tax benefit was $73 million and $95 million, respectively. The Company’s effective tax rate for the three and six months ended June 30, 2021 was 56% and 37%, respectively, primarily due to the change in U.K.’s enacted tax rates from 19% to 25%, in the second quarter of 2021, and which becomes effective from April 2023. As a result of change in the enacted tax rate, the deferred tax assets and liabilities were remeasured in the second quarter of 2021, that resulted in recognition of additional deferred tax benefit of $35 million. The Company measures its deferred tax assets and liabilities at the rate at which they are expected to reverse in future periods. |
Warrants_2_3
Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Warrants | |
Warrants | (14) Warrants As of June 30, 2022, there were 39,451,134 warrants outstanding (12,224,134 private warrants and 27,227,000 public warrants) at an exercise price of $11.50 per warrant. No fractional shares will be issued upon exercise of the warrants. As of June 30, 2022, the warrants have not become exercisable but the Company can permit holders to exercise their public warrants on a cashless basis and such cashless exercise is exempt from registration. The public warrants will expire five years from the date of closing of the Business Combination or earlier upon the Company’s redemption or liquidation of such warrants. The private warrants are identical to the public warrants except that the private warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the private warrants are held by someone other than the initial purchasers or their permitted transferees, the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. The Company may redeem the public 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 closing price of the Company’s Class A common stock 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 day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (“Reference Value”). Once the public warrants become exercisable, the Company may redeem such outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s Class A common stock ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); If the Company calls the public warrants for redemption, 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 the ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. Warrant holders do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders. The Company accounts for public and private warrants under ASC 815. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statements of operations. The Company will reassess the classification of warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. As of May 27, 2022, the initial fair value of the warrant liability was recognized at $57 million with a corresponding reduction from the additional paid-in capital in total stockholders’ equity. As of June 30, 2022 the fair value of the warrant liability was estimated to be $44 million. The Company recognized a gain on the fair value change in warrant liability of $13 million in its consolidated statement of operations for the three and six months ended June 30, 2022. |
Earnout Shares
Earnout Shares | 6 Months Ended |
Jun. 30, 2022 | |
Earnout Shares | |
Earnout Shares | (15) Earnout Shares As part of the reverse recapitalization transaction, certain stockholders and employees are entitled to additional consideration in the form of “Earnout Shares” of the Company’s Class A common stock (and Class B common stock, with equal number of B ordinary shares of GBT JerseyCo, where the Earnout Shares have been given to certain stockholders) to be issued when the Company’s Class A common stock’s price achieves certain market share price milestones within specified periods following the reverse recapitalization transaction on May 27, 2022. These shares will be issued in tranches based on the following conditions: (1) If the volume-weighted average share price (“VWAP”) of the Company’s Class A common stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period prior to the five-year anniversary from May 27, 2022, then the Company is required to issue Class A common stock to the holders with the contingent right to receive approximately 50% of the Earnout Shares. These Earnout Shares may instead be issued in the event of a change of control (as defined in the Business Combination Agreement) prior to the five-year anniversary of the closing date if the per share consideration in such transaction is at least $12.50. (2) If the VWAP of the Company’s Class A common stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period prior to the five-year anniversary from May 27, 2022, then the Company is required to issue Class A common stock to the holders with the contingent right to receive the remainder of the Earnout Shares. These Earnout Shares may instead be issued in the event of a change of control (as defined in the Business Combination Agreement) prior to the five-year anniversary of the closing date if the per share consideration in such transaction is at least $15.00. If the stock price thresholds mentioned above are not achieved during the five-year period from the reverse recapitalization date (assuming there is no change in control event), the Earnout Shares are forfeited for no additional consideration. The Earnout Shares to employees are linked to the conditions of the GBTG MIP Options. As a result, the Company has accounted for such Earnout Shares as stock-based compensation under ASC 718, Compensation - Stock Compensation The Earnout Shares to stockholders are accounted under ASC 815. Such guidance provides that because the Earnout Shares do not meet the criteria for equity treatment thereunder, Earnout Shares must be recorded as a liability. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the Earnout Shares liability will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statements of operations. The fair value of the Earnout Shares was estimated using the Monte Carlo simulation of the stock prices based on historical and implied market volatility of a peer group of public companies. As of May 27, 2022, the initial fair value of the Earnout Shares liability was recognized at $100 million with a corresponding reduction from the additional paid-in capital in total stockholders’ equity. As of June 30, 2022 the fair value of the Earnout Shares liability was estimated to be $77 million. The Company recognized a gain on the fair value change in Earnout Shares liability of $23 million in its consolidated statement of operations for the three and six months ended June 30, 2022. |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Equity-Based Compensation | |
Equity-Based Compensation | (16) Equity-Based Compensation 2022 Equity Incentive Plan In May 2022, GBTG stockholders approved the Global Business Travel Group, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) under which, a maximum of approximately 48 million total shares of Class A common stock are available for issuance which is also the maximum number of shares that may be issued in respect of incentive stock options (“Share Reserve”). Under the 2022 Plan, GBTG may issue options, stock appreciation rights, restricted and performance stock, restricted stock units or performance stock units, or other awards that are payable in, or valued in, in whole or part by reference to GBTG shares. The 2022 Share Reserve will also be increased by the number of shares underlying the portion of an award granted under the GBTG MIP (as defined below) that is cancelled, terminated or forfeited or lapses after the effective date of the 2022 Plan. Shares issued by GBTG in connection with the assumption or substitution of outstanding grants or under certain stockholder approved plans from an acquired company will not reduce the number of shares available for awards under the 2022 Plan. Shares underlying the portion of an award that is forfeited or otherwise terminated for any reason whatsoever, in any case, without the issuance of shares, will be added back to the number of shares available for grant under the 2022 Plan. Shares issued under the 2022 Plan may, at the election of the board of directors GBTG (the “GBTG Board”), be (i) authorized but previously unissued or (ii) previously issued and outstanding and reacquired by GBTG. As of June 30, 2022, no awards were granted under the 2022 Plan. Employee Stock Purchase Plan In May 2022, GBTG stockholders approved the Global Business Travel Group, Inc. Employee Stock Purchase Plan (the “ESPP”) under which a maximum of approximately 11 million shares (the “ESPP Cap”) are initially available for purchase under the ESPP. An employee can start contributing toward the ESPP commencing January 1, 2023. On January 1 of each year during which the ESPP is in effect, the number of shares available for purchase under the ESPP will be automatically increased by the lesser of (x) the ESPP Cap, (y) 1% of the number of shares of all common stock outstanding as of the immediately preceding December 31 (calculated on a fully diluted basis) and (z) such lesser number of shares as the GBTG Board may determine. Management Incentive Plan In May 2022, GBTG adopted the Amended & Restated Global Business Travel Group, Inc. Management Incentive Plan (the “GBTG MIP”) which superseded the GBT JerseyCo Management Incentive Plan, as amended and restated from time to time with the last amendment being on December 2, 2021 (the “Legacy GBT MIP”). Pursuant to the terms of the Legacy GBT MIP, all options granted under the Legacy GBT MIP that were outstanding at the closing of the Business Combination, whether vested or unvested, were converted into options to purchase shares of GBTG’s Class A common stock (“GBTG MIP Options”) and were treated as if they were originally granted under the GBTG MIP. The outstanding Legacy GBT MIP options were converted using the same exchange ratio as was used to convert the then existing GBT JerseyCo shares to new class of shares under the Business Combination. The exercise price of the awards were accordingly adjusted. Generally, the vesting and forfeiture terms of the GBTG MIP Options held by executive officers of GBT JerseyCo continue to be the same as provided under the Legacy GBT MIP under which they were granted. Under the GBTG MIP, all unexercised GBTG MIP Options, whether vested or unvested, expire on the tenth anniversary of their grant date, unless earlier cancelled, such as in connection with a termination of employment. GBTG MIP Options generally vest ratably in annual increments over a three one During the three months ended June 30, 2022, in connection with the Business Combination, the Company granted certain Earnout Shares to its employees (see note 15 – Earnout Shares Fair Value Measurements There were no other new grants or any material forfeitures of the GBTG MIP Options during the three and six months ended June 30, 2022. Total equity-based compensation expense recognized in the Company’s consolidated statements of operations (i) for the three months ended June 30, 2022 and 2021 amount to $5 million and $1 million, respectively, and (ii) for the six months ended June 30, 2022 and 2021 amount to $8 million and $1 million, respectively, and is included within general and administrative expense on the consolidated statements of operations. The Company expects compensation expense, related to unvested GBTG MIP Options, of approximately $28 million to be recognized over the remaining weighted average period of 2.5 years. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Shareholders' Equity | |
Shareholders' Equity | (17) Stockholders’ Equity Subsequent to the reverse recapitalization as described in note 6, GBTG’s authorized capital stock consists of: (i) 3,000,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of which 56,945,033 shares are issued and outstanding as of June 30, 2022 (ii) 3,000,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of which 394,448,481 shares are issued and outstanding as of June 30, 2022 and (iii) 6,010,000,000 shares of preferred stock, par value of $0.00001 per share, none of which are issued and outstanding as of June 30, 2022. Further (a) 3,000,000,000 shares of Class A-1 preferred stock are designated as Class A-1 preferred stock, none of which are issued and outstanding as of June 30, 2022, (b) 3,000,000,000 shares of Class B-1 preferred stock are designated as Class B-1 preferred stock, none of which are issued and outstanding as of June 30, 2022 and (c) the remaining 10,000,000 shares of preferred stock are undesignated preferred stock, none of which are issued and outstanding as of June 30, 2022. Holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to the stockholders for their vote or approval, except as required by applicable law. In order to preserve the Up-C structure, the Exchange Agreement (see note 6 - Reverse Recapitalization Warrants Class A Common Stock Voting: Dividend: Liquidation: Other rights: Related Party Transactions Reverse Recapitalization Class B Common Stock Voting: Dividend: Liquidation: Other rights: Related Party Transactions Reverse Recapitalization Exchange Agreement: Preferred Stock Voting: Generally, holders of Class A-1 preferred stock are entitled to the same rights and privileges, qualifications and limitations as holders of Class A common stock and holders of Class B-1 preferred stock are entitled to the same rights and privileges, qualifications and limitations as holders of Class B common stock. Further, Class A-1 preferred stock shall be identical in all respects to the Class A common stock and Class B-1 preferred stock shall be identical in all respects to the Class B common stock. Preferred Shares of GBT JerseyCo: There was no issuance of preferred shares during the three and six months ended June 30, 2022; however, GBT JerseyCo accrued a dividend of $3 million and $8 million, for the three and six months ended June 30, 2022, on the outstanding balance of preferred shares. During the three and six months ended June 30, 2021, the Company issued 500,000 preferred shares in equal proportion to Amex Coop and Juweel for a total consideration of $50 million. As the preferred shares of GBT JerseyCo were issued to the ordinary shareholders, although the preferred shares were redeemable at the option of GBT JerseyCo, these were classified as mezzanine equity. Upon closing of the Business Combination on May 27, 2022, GBT JerseyCo redeemed, in full, the outstanding amount of preferred shares, including dividends accrued thereon. Upon redemption, all the preferred shares were cancelled. Distributions The Company paid cash of $1 million for the six months ended June 30, 2021 in relation to accrued capital distribution to cover certain administrative costs of GBT JerseyCo’s then existing shareholders. There were no such distributions during the six months ended June 30, 2022. See the discussion above for dividends on preferred shares accrued during the three and six months ended June 30, 2022 and 2021. Registration Rights Agreement In May 2022, GBTG, APSG Sponsor, L.P., (the “Sponsor”), certain of APSG’s then existing board members (the “Insiders”) and the Continuing JerseyCo Owners entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, GBTG has registered for resale, pursuant to Rule 415 under the Securities Act, certain shares of Class A common stock and other equity securities of GBTG that are held by the holders party to the Registration Rights Agreement from time to time. Sponsor Side Letter In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, GBTG and GBT JerseyCo entered into a side letter (as amended on May 27, 2022, “Sponsor Side Letter”) which, among other things, contain certain restrictions on the transfer by the Sponsor and the Insiders with respect to the Class A common stock issued to each of them at the closing of the Business Combination (such shares issued to the Sponsor, the “Sponsor Shares”). The Sponsor and the Insiders are not permitted to transfer their Class A common stock, subject to certain permitted exceptions, until the earlier to occur of (a) one year following the closing date of the Business Combination and (b) the date which the VWAP of Class A common stock exceeds $12.00 per share for any 20 trading days within a period of 30 consecutive trading days. Further, approximately 8 million of the Sponsor Shares were deemed unvested and were subject to certain triggering events to occur within five years following the closing (the “Sponsor Side Letter Vesting Period”) for these shares to vest. If, within the Sponsor Side Letter Vesting Period, the VWAP of Class A common stock is greater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days, approximately 5 million of the unvested Sponsor Shares will vest. If, within the Sponsor Side Letter Vesting Period, the VWAP of Class A common stock is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days the remaining approximately 3 million of the unvested Sponsor Shares will vest. To the extent that either of the aforementioned triggering events do not occur within the Sponsor Side Letter Vesting Period, such Sponsor Shares will be forfeited to and terminated by GBTG. The registered holder(s) of the unvested Sponsor Shares continue to be entitled to all of the rights of ownership thereof, including the right to vote and receive dividends and other distributions in respect thereof. The number of shares and the price targets listed above will be equitably adjusted for stock splits, reverse stock splits, dividends (cash or stock), reorganizations, recapitalizations, reclassifications, combinations or other like changes or transactions with respect to the Class A common stock. Any Class A common stock purchased by the Sponsor in connection with the PIPE investment will not be subject to the vesting or transfer restrictions described above. These shares are accounted for as part of Earnout Shares discussed in note 15 above. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) represents certain components of revenues, expenses, gains and losses that are included in comprehensive income (loss) but are excluded from net income (loss). Other comprehensive income (loss) amounts are recorded directly as an adjustment to total equity, net of tax. The changes in the accumulated other comprehensive loss, net of tax, were as follows: Unrealized gain on Currency Defined cash flow hedge and Total accumulated translation benefit plan hedge of investments other comprehensive (in $ millions) adjustments related in foreign subsidiary loss Balance as of December 31, 2021 $ (38) $ (128) $ 4 $ (162) Net changes prior to reverse recapitalization, net of tax benefit, $0 (59) — 12 (47) Allocated to non-controlling interest 85 112 (14) 183 Net changes post reverse recapitalization, net of tax benefit, $0 (4) — — (4) Balance as of June 30, 2022 $ (16) $ (16) $ 2 $ (30) Unrealized gain on Currency Defined cash flow hedge and Total accumulated translation benefit plan hedge of investments other comprehensive (in $ millions) adjustments related in foreign subsidiary loss Balance as of December 31, 2020 $ (23) $ (160) $ 4 $ (179) Net changes during the period, net of tax benefit, $0 (2) — — (2) Balance as of June 30, 2021 $ (25) $ (160) $ 4 $ (181) |
Earnings (loss) per share
Earnings (loss) per share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings (loss) per share | |
Earnings (loss) per share | (18) Earnings (loss) per share The Company’s basic earnings (loss) per share for the three and six months ended June 30, 2022 is based on results for the period from the date of Business Combination, May 27, 2022 to June 30, 2022, the period where the Company had earnings (loss) attributable to Class A common stockholders. The Company’s diluted earnings (loss) per share for the three and six months ended June 30, 2022 is based on the results of operations for the respective periods. This is because the numerator calculated for basic earnings (loss) per share adjusts for the results of operations that are attributable to the Class B common stockholders who are also the Continuing JerseyCo Owners of GBT JerseyCo (which is a predecessor to GBTG). The Company analyzed the calculations of net loss per share for periods prior to the Business Combination and determined that the values would not be meaningful to the users of these unaudited consolidated financial statements as it did not represent equity structure post Business Combination transaction. Basic earnings (loss) per share is based on the average number of shares of Class A common stock outstanding during the period. Diluted earnings (loss) per share is based on the average number of shares of Class A common stock used for the basic earnings per share calculation, adjusted for the dilutive effect of warrants and GBTG MIP Options using the “treasury stock” method, and Earnout Shares and GBTG’s Class B common stock that convert into potential shares of Class A common stock, using the “if converted” method. Net earnings (loss) for diluted loss per share is adjusted for the Company’s share of GBT JerseyCo’s consolidated net earnings (loss), net of GBTG’s income taxes, after giving effect to GBT JerseyCo’s B ordinary shares that convert into potential shares of GBTG’s Class A common stock, to the extent it is dilutive. As discussed in note 15 – Earnout Shares Earnings Per Share As the exercise price of approximately 39 million warrants and approximately 25 million GBTG MIP Options (i.e. GBTG MIP Options other than those considered as dilutive in the table below) is higher than the average market price of the Class A common stock, including such warrants and GBTG MIP Options within the calculation of diluted earnings (loss) per share would have resulted in anti-dilutive effect on earnings (loss) per share. Hence such warrants and GBTG MIP options have been excluded from the calculation of diluted earnings per share. GBTG’s Class B common stock does not have economic rights in the Company, including rights to dividends or distributions upon liquidation. As such, basic earnings (loss) per share of Class B common stock have not been presented. However, as these shares can be converted to Class A common stock under the provisions of Exchange Agreement, Class B common stock has been included in the calculations of diluted earnings (loss) per share. The following table reconciles the numerators and denominators used in the computation of basic and diluted earnings (loss) per share from continuing operations: Three months ended Six months ended (in $ millions, except share and per share data) June 30, 2022 June 30, 2022 Numerator – Basic and diluted earnings (loss) per share: Net income attributable to the Company’s Class A common stockholders (A) $ 21 $ 21 Add: Net loss attributable to non-controlling interests in subsidiaries (1) (23) (114) Net loss attributable to the Company’s Class A and Class B common stockholders – Diluted (B) $ (2) $ (93) Denominator – Basic and diluted weighted average number of shares outstanding: Weighted average number of Class A common stock outstanding – Basic (C) 48,867,969 48,867,969 Assumed exercise of GBTG MIP Options 1,003,771 1,003,771 Assumed conversion of Class B common stock 394,448,481 394,448,481 Weighted average number of Class A common stock outstanding – Diluted (D) 444,320,221 444,320,221 Basic earnings per share attributable to the Company’s Class A common stockholders: (A) / (C) $ 0.44 $ 0.44 Diluted loss per share attributable to the Company’s Class A and Class B common stockholders: (B) / (D) $ — $ (0.21) (1) Primarily represents net loss attributed to the Continuing JerseyCo Owners for the periods prior to the Business Combination and their proportionate share of income (loss) after the Business Combination . |
Derivatives and Hedging
Derivatives and Hedging | 6 Months Ended |
Jun. 30, 2022 | |
Derivatives and Hedging | |
Derivatives and Hedging | (19) Derivatives and Hedging Except as mentioned below, the Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company does not hold or issue financial instruments for speculative or trading purposes. The Company does not offset derivative assets and liabilities within the consolidated balance sheets. Interest Rate Swap The Company is subject to market risk exposure arising from changes in interest rates on debt, which bears interest at variable rates. The Company has interest rate risk primarily related to its senior secured term loans under the senior secured credit agreement, which bear interest at a variable rate that is currently based on three-months LIBOR (subject to certain benchmark replacement provisions and certain interest rate floors, as applicable). In order to protect against potential higher interest costs resulting from anticipated increases in the benchmark rate for the senior secured tranche B-3 term loans, in February, 2022, Group Services B.V., a wholly owned subsidiary of GBTG and the borrower under the senior secured credit agreement, entered into an interest rate swap contract that fixed the benchmark interest rate with respect to a portion of the senior secured tranche B-3 term loans. The terms of such swap were initially linked to LIBOR as the benchmark rate, with a secured overnight financing rate (SOFR)-based rate replacing LIBOR as the benchmark rate for such swap, commencing in June 2023. The Company’s objective in using an interest rate swap derivative is to mitigate its exposure to increase / variability in LIBOR / SOFR interest rates. The interest rate swap was for a notional amount of debt of $600 million, for a period from March 2022 to March 2025 with fixed interest rate of 2.0725%. The interest rate swap was designated as a cash flow hedge that is highly effective at offsetting the increases in cash outflows when three-month LIBOR exceeds 2.0725%. In June 2022, the Company terminated this interest rate swap realizing $23 million in cash and simultaneously entered into another interest rate swap agreement, on substantially the same terms and conditions as the previous one, except the new fixed interest rate was contracted to be 3.6858%. Under ASC 815, Derivatives and Hedging Warrants and Earnout Shares As a result of the Business Combination, GBTG has issued and outstanding warrants (see note 14 – Warrants Earnout Shares As of June 30, 2022, the number of warrants and non-employee Earnout Shares issued and outstanding were approximately 39 million and 15 million respectively. The following table presents the balance sheet location and fair value of the Company’s derivative instruments, on a gross basis, under ASC 815: Balance sheet As of As of (in $millions) location June 30, 2022 December 31, 2021 Derivatives designated as hedging instruments Interest rate swaps Other non-current liabilities $ 10 — Derivatives not designated as hedging instruments Earnout Shares Earnouts and warrants derivative liabilities $ 77 — Warrants Earnouts and warrants derivative liabilities 44 — $ 121 — The table below presents the impact of changes in fair values of derivatives on other comprehensive income (loss) and on net income (loss): Amount of gain recognized in Statement of Amount of gain recognized in other comprehensive loss operations location statements of operations Three months ended Six months ended Three months ended Six months ended June 30 June 30 June 30 June 30 2022 2021 2022 2021 2022 2021 2022 2021 Derivatives designated as hedging instruments Interest rate swap $ 4 — $ 13 — NA — — — — Derivatives not designated as hedging instruments Earnout Share NA — NA — Fair value movement on earnouts and warrants derivative liabilities $ 23 — $ 23 — Warrants NA — NA — Fair value movement on earnouts and warrants derivative liabilities 13 — 13 — $ 36 — $ 36 — |
Fair Value Measurements_2_3
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | (20) Fair Value Measurements Financial instruments which are measured at fair value, or for which a fair value is disclosed, are classified in the fair value hierarchy, as outlined below, on the basis of the observability of the inputs used in the fair value measurement: Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 — Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices in non-active markets or for which all significant inputs, other than quoted prices, are observable either directly or indirectly, or for which unobservable inputs are corroborated by market data. Level 3 — Valuations based on inputs that are unobservable and significant to overall fair value measurement. As of June 30, 2022, the Company’s financial assets and liabilities recorded at fair value on a recurring basis consist of its derivative instrument — interest rate swap, warrants and Earnout Shares. The fair value of the Company’s interest rate swap has been calculated using a discounted cash flow analysis by taking the present value of the fixed and floating rate cash flows utilizing the appropriate forward LIBOR and/or SOFR curves and the counterparty’s credit risk, which was determined to be not material. The fair value of warrants are determined using a market price for the public warrants and a Black-Scholes model for the private warrants. The fair value of Earnout Shares is determined using Monte Carlo valuation method. Presented below is a summary of the gross carrying value and fair value of the Company’s assets and liabilities measured at a fair value on a recurring basis: As of Fair Value June 30, December 31, (in $ millions) Hierarchy 2022 2021 Interest rate swaps Level 2 $ 10 $ — Earnout Shares Level 3 77 — Public warrants Level 1 28 — Private warrants Level 3 16 — The fair value of each Earnout Share (both employee and non-employee) was estimated on the closing date of the Business Combination using the Monte Carlo Option Pricing Method. Inherent in the Monte Carlo Option Pricing Method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of the Earnout Shares based on implied volatility from historical volatility of select peer companies’ common stock that matches the expected remaining life of the Earnout Shares. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the Earnout Shares. The expected life of the Earnout Shares was assumed to be equivalent to their remaining contractual term. The Company anticipated the dividend rate will remain at zero. The following table presents the assumptions used for the initial measurement of the Earnout Shares on May 27, 2022 and to remeasure the fair value of outstanding non-employee earnout shares liabilities as of June 30, 2022: As of May 27, June 30, 2022 2022 Stock price ($) $ 7.39 $ 6.31 Risk-free interest rate 2.81 % 3.01 % Volatility 37.5 % 40.0 % Expected term (years) 5.00 4.92 Expected dividends 0.0 % 0.0 % Fair value ($) (per Earnout Share – Tranche 1) $ 4.82 $ 3.72 Fair value ($) (per Earnout Share – Tranche 2) $ 3.98 $ 3.04 The public warrants are valued using quoted market prices on the New York Stock Exchange under the ticker GBTG.WS and are included in Earnouts and warrants derivative liabilities on the consolidated balance sheets. As of May 27, 2022 and June 30, 2022, the price per public warrant was $1.33 and $1.05, respectively. The fair value of private warrants was estimated on the closing date of the Business Combination using the Black-Scholes option pricing method. Inherent in the Black Scholes option pricing method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of the private warrants based on implied volatility from historical volatility of select peer companies’ common stock that matches the expected remaining life of the private warrants. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the private warrants. The expected life of the private warrants was assumed to be equivalent to their remaining contractual term. The Company anticipated the dividend rate will remain at zero. The following table presents the assumptions used for the initial measurement of the private warrants on May 27, 2022 and to remeasure the fair value as of June 30, 2022: As of May 27, June 30, 2022 2022 Stock price ($) $ 7.39 $ 6.31 Exercise price ($) $ 11.50 $ 11.50 Risk-free interest rate 2.70 % 3.00 % Volatility 37.5 % 40.0 % Expected term (years) 5.00 4.92 Expected dividends 0.00 % 0.00 % Fair value ($) (per private warrant) $ 1.68 $ 1.30 The following table presents changes in Level 3 financial liabilities measured at fair value for the period from the date of closing of the Business Combination, May 27, 2022 to June 30, 2022: Earnout Shares to Private stockholders warrants As of date of Business Combination - May 27, 2022 $ 100 $ 21 Change in fair value (23) (5) Balance as of June 30, 2022 $ 77 $ 16 The Company had no transfers between fair value levels during the three and six months ended June 30, 2022. The Company does not measure its debt at fair value in its consolidated balance sheets. Where the fair value of the Company’s long-term debt is determined based on quoted prices for identical or similar debt instruments when traded as assets, it is categorized within Level 2 of the fair value hierarchy. Where quoted prices are not available, fair value is estimated using discounted cash flows and market-based expectation of interest rates, credit risks and contractual term of the debt instruments and is categorized within Level 3 of the fair value hierarchy. The fair values of the Company’s outstanding senior secured term loans are as follows: As of As of Fair June 30, 2022 December 31, 2021 Value Carrying Fair Carrying Fair (in $ millions) Hierarchy amount (1) value amount (1) value Senior secured initial term loans Level 2 $ 235 $ 219 $ 236 $ 233 Senior secured tranche B-3 term loans Level 3 $ 986 $ 1,013 $ 787 $ 800 (1) Outstanding principal amount of the relevant class of senior secured term loans less unamortized debt discount and debt issuance costs with respect to such loans. The carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable, and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities. Certain assets and liabilities, including long-lived assets, goodwill and other intangible assets, are measured at fair value on a non-recurring basis. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | (21) Related Party Transactions The following summaries relate to certain related party transactions entered into by the Company with certain of its shareholders, its shareholders affiliates and the Company’s affiliates. Advisory Services Agreement Certares Management Corp. (“Certares”), an indirect equity owner of the Company, provides certain advisory services to the Company for which fees of $0.4 million and $0.6 million were incurred for the three months ended June 30, 2022 and 2021, respectively, and fees of $1.0 million and $1.3 million were incurred for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022 and December 31, 2021, the Company had $5.4 million and $4.4 million as amounts payable to Certares under this agreement. This agreement terminated upon the closing of the Business Combination. Commercial Agreements The Company has various commercial agreements with the affiliates of Amex Coop. In respect of such agreement, included in the operating costs are costs of approximately $7 million and $2 million for the three months ended June 30, 2022 and 2021, respectively and costs of $11 million and $4 million in charges from affiliates of Amex Coop for the six months ended June 30, 2022 and 2021, respectively. Revenues also include revenue from affiliates of Amex Coop of approximately $5 million for each of the three months ended June 30, 2022 and 2021, and revenue of $10 million and $9 million for the six months ended June 30, 2022 and 2021, respectively. Amounts payable to affiliates of Amex Coop under these agreements as of June 30, 2022 and December 31, 2021, were $22 million and $16 million, respectively. Amounts receivable from affiliates of Amex Coop under these agreements was $8 million and $15 million as of June 30, 2022 and December 31, 2021, respectively. Effective upon, the closing of the Business Combination, the parties amended the terms of certain of these commercial arrangements. Apart from above, there are certain tax indemnity and other agreements between the Company and affiliates of Amex Coop. Amounts payable to affiliates of Amex Coop in respect of such agreements was $2 million as of both June 30, 2022 and December 31, 2021. Amounts receivable from affiliates of Amex Coop in respect of such agreements were $0.4 million and $0.3 million as of June 30, 2022 and December 31, 2021, respectively. License of American Express Marks GBT US LLC, a wholly owned subsidiary of GBTG, has entered into a royalty-free trademark license agreement with an affiliate of Amex Coop pursuant to which GBT US LLC was granted a license to use, and the right to sublicense to certain subsidiaries of GBTG the right to use, the American Express trademarks used in the American Express Global Business Travel and American Express Meetings & Events brands for business travel, business consulting and meetings and events businesses on a royalty-free, exclusive, non- assignable, non-sublicensable (other than as set out in the agreement), and worldwide basis. Effective upon closing of the Business Combination, the parties amended and restate the foregoing trademark license agreement to grant GBT Travel Services UK Limited (“GBT UK”), an indirect wholly owned subsidiary of GBTG, a long-term, 11-year license (unless earlier terminated or extended) pursuant to which GBT UK, all wholly owned operating subsidiaries of GBTG and other permitted sublicensees will license the American Express trademarks used in the American Express Global Business Travel brand, transition the American Express Meetings & Events brand to the American Express GBT Meetings & Events brand, and license the American Express trademarks used in the American Express GBT Meetings & Events brand for business travel, meetings and events, business consulting and other services related to business travel (“Business Travel Services”). This amended and restated trademark license agreement also provided GBTG the flexibility to operate non-Business Travel Services businesses under brands that do not use any trademarks owned by American Express, subject to certain permissibility and other requirements. Exchange Agreement See note 6 - Reverse Recapitalization New Shareholders Agreement At the closing of the Business Combination, GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into a Shareholders Agreement (the “New Shareholders Agreement”). The New Shareholders Agreement sets forth various restrictions, limitations and other terms concerning the transfer of equity securities of GBTG and GBT JerseyCo by the parties thereto (other than, in most circumstances, the A ordinary shares of GBT JerseyCo). Among other matters, and subject to certain terms, conditions and exceptions, the Shareholders Agreement prohibits each Continuing JerseyCo Owner, severally and not jointly, from effecting transfers of such equity securities to certain specified restricted persons, as well as transfers that would violate applicable securities laws or cause GBT JerseyCo to be treated other than as a pass-through entity for U.S. federal income tax purposes. The New Shareholders Agreement specifies the initial composition of the GBTG Board, effective immediately upon the closing and sets out the composition and appointment of the GBTG Board. The New Shareholders Agreement will also require (subject to certain specified conditions and exceptions including those described below) the approval of each Continuing JerseyCo Owner for GBTG or its subsidiaries to take certain actions, including: (i) the redemption, cancellation or repayment of any equity securities of GBTG or GBT JerseyCo, other than on a pro rata basis from all shareholders (ii) dividends or distributions, other than on a pro rata basis (iii) any share exchanges, splits, combinations and similar actions with respect to one or more, but not all, classes or series of GBTG or GBT JerseyCo shares; (iv) amendments to GBT JerseyCo’s organizational documents that relate specifically and solely to rights, priorities and privileges of the B ordinary shares or the C ordinary shares of GBT JerseyCo, as applicable, or (v) any agreement or commitment to do any of the foregoing. Further, the New Shareholders Agreement also provides for various provisions for shareholder rights, termination of such rights, cash distributions to satisfy tax liabilities of the GBT JerseyCo’s shareholders, etc. subject to certain terms and conditions as set out in the agreement. Commercial and Operating Agreements with Expedia An affiliate of GBTG and an affiliate of Expedia entered into a ten-year term marketing partner agreement to provide the GBTG’s corporate clients with access to Expedia group’s hotel content. As a result of this agreement, the Company recognized revenue of $41 million and $60 million for the three and six months ended June 30, 2022. The Company had $13 million and $4 million receivable from the affiliate of Expedia as of June 30, 2022 and December 31, 2021, respectively. GBT UK has entered into a Transition Services Agreement with Expedia, Inc. (the “Egencia TSA”), pursuant to which Expedia, Inc. (an affiliate of Expedia) and its affiliates provide certain transition services to GBT UK and its affiliates to facilitate an orderly transfer of Egencia from Expedia to GBTG. For the three and six months ended June 30, 2022, the total cost charged to the Company was approximately $9 million and $20 million that was included in the Company’s consolidated statements of operations and as of June 30, 2022 and December 31, 2021 the Company had a payable to Expedia Inc. of $10 million and $8 million, respectively. Further, as of June 30, 2022 and December 31, 2021, Egencia had a net receivable of $6 million and a payable of $16 million to Expedia primarily on account of pre-acquisition transactions between Egencia and Expedia and on account of net cash settled on behalf of Expedia by Egencia during the six months ended June 30, 2022. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Significant Accounting Policies | |
Warrant Instruments and Earnout Shares Liabilities | Warrant Instruments and Earnout Shares Liabilities The Company accounts for its (i) public and privately issued warrants (see note 14 – Warrants Earnout Shares Derivatives and Hedging The fair value of warrants are determined using a market price for the public warrants and Black-Scholes model for the private warrants. The Black-Scholes model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. The balance sheet classification of warrant liability is also subject to re-evaluation at each reporting period. As of June 30, 2022, the public warrants were valued using the publicly available price for such warrants and were categorized as level 1 on the fair value hierarchy. As of June 30, 2022, the Company utilized a Black-Scholes model to value the private warrants and categorized such warrants as level 3 on the fair value hierarchy (see note 20 – Fair Value Measurements The fair value of Earnout Shares was determined using Monte Carlo valuation method and were categorized as level 3 on the fair value hierarchy (see note 20 – Fair Value Measurements |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Income Taxes In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “ Income taxes (Topic 740): Simplifying the Accounting for Income Taxes Freestanding Equity-Classified Written Call Options In May 2021, the FASB issued ASU No. 2021-04, “ Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options Disclosures about Government Assistance In November 2021, the FASB issued ASU No. 2021-10, “ Disclosures by Business Entities about Government Assistance Governments of multiple countries extended several programs to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or deferrals and other financial aid. The Company has participated in several of these government programs. A substantial portion of these government support payments were to ensure that the Company continues to pay and maintain the employees on its payroll and does not make them redundant as the demand for travel services significantly reduced due to the COVID -19 pandemic. During the three months ended June 30, 2022 and 2021, the Company recognized in its consolidated statements of operations government grants and other assistance benefits for salaries and wages (mainly furlough support payments) of $1 million and $17 million, respectively, as a reduction of expenses. During the six months ended June 30, 2022 and 2021, the Company recognized in its consolidated statements of operations government grants and other assistance benefits for salaries and wages (mainly furlough support payments) of $7 million and $43 million, respectively, as a reduction of expenses. As of June 30, 2022 and December 31, 2021, the Company had a receivable of $0 and $6 million, respectively, in relation to such government grants, that is included in the accounts receivable balance in the consolidated balance sheets. These relate to payments that are expected to be received under the government programs where the Company has met the qualifying requirements and it is probable that payments will be received. Accounting Pronouncements — Not Yet Adopted Credit Losses In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Reference rate reforms In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Contracts with Customers Acquired in a Business Combination In October 2021, the FASB issued ASU No. 2021-08, “ Accounting for Contract Assets and Contract Liabilities from Contracts with Customers |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contracts with Customers | |
Schedule of disaggregation of revenue | Three months ended June 30, Six months ended June 30, (in $ millions) 2022 2021 2022 2021 Travel revenue $ 388 $ 79 $ 645 $ 141 Products and professional services revenue 98 74 191 138 Total revenue $ 486 $ 153 $ 836 $ 279 |
Schedule of accounts receivables, net, and contract liabilities | Contract Contract liabilities liabilities Accounts Client Deferred receivables, incentives, net revenue (in $ millions) net (1) (non-current) (current) Balance as of June 30, 2022 $ 688 $ 6 $ 24 Balance as of December 31, 2021 $ 375 $ 3 $ 18 (1) Accounts receivables, net, exclude balances not related to contracts with customers. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Prepaid Expenses and Other Current Assets | |
Schedule of prepaid expenses and other current assets | As of June 30, December 31, (in $ millions) 2022 2021 Prepaid operating expenses $ 49 $ 42 Income tax receivable / prepayments 30 32 Deferred offering costs — 21 Value added and similar taxes receivables 15 11 Other prepayments and receivables 23 31 Prepaid expenses and other current assets $ 117 $ 137 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property and Equipment, Net | |
Schedule of property and equipment, net | As of June 30, December 31, (in $ millions) 2022 2021 Capitalized software for internal use $ 314 $ 304 Computer equipment 74 65 Leasehold improvements 51 52 Furniture, fixtures and other equipment 6 6 Capital projects in progress 22 9 467 436 Less: accumulated depreciation and amortization (257) (220) Property and equipment, net $ 210 $ 216 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Other Intangible Assets, Net | |
Schedule of changes in goodwill | The following table sets forth changes in goodwill during the six months ended June 30, 2022: (in $ millions) Amount Balance as of December 31, 2021 $ 1,358 Egencia acquisition adjustments (1) 7 Currency translation adjustments (53) Balance as of June 30, 2022 $ 1,312 (1) Includes adjustment of $6 million related to additional shares issued to Expedia upon finalization of working capital adjustments. |
Schedule of other intangible assets with definite lives | June 30, 2022 December 31, 2021 Accumulated Accumulated (in $ millions) Cost depreciation Net Cost depreciation Net Trademarks/tradenames $ 115 $ (65) $ 50 $ 115 $ (62) $ 53 Corporate client relationships 815 (237) 578 815 (189) 626 Supplier relationship 254 (201) 53 254 (188) 66 Travel partner network 4 (3) 1 4 (3) 1 Other intangible assets $ 1,188 $ (506) $ 682 $ 1,188 $ (442) $ 746 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | As of June 30, December 31, (in $ millions) 2022 2021 Accrued payroll and related costs $ 165 $ 198 Accrued operating expenses 128 147 Accrued restructuring costs (see note 10) 36 69 Client deposits 44 59 Deferred revenue 24 18 Value added and similar taxes payable 10 6 Income tax payable 7 7 Other payables 27 15 Accrued expenses and other current liabilities $ 441 $ 519 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring Charges. | |
Schedule of accrued restructuring cost | The table below sets forth accrued restructuring cost included in accrued expenses and other current liabilities, for the six months ended June 30, 2022: (in $ millions) Employee related Facility Total Balance as of December 31, 2021 $ 64 $ 5 $ 69 Reversal of accruals (1) (2) (3) Cash settled (30) — (30) Balance as of June 30, 2022 $ 33 $ 3 $ 36 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Long-term Debt. | |
Schedule of outstanding amount of long-term debt | As of June 30, December 31, (in $ millions) 2022 2021 Senior Secured Credit Agreement Principal amount of senior secured initial term loans (Maturity – August 2025) (1) $ 241 $ 242 Principal amount of senior secured tranche B-3 term loans (Maturity – December 2026) (2) 1,000 800 Principal amount of senior secured revolving credit facility (Maturity – August 2023) (3) — — 1,241 1,042 Less: Unamortized debt discount and debt issuance costs (20) (19) Total debt, net of unamortized debt discount and debt issuance costs 1,221 1,023 Less: Current portion of long-term debt (3) (3) Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,218 $ 1,020 (1) Stated interest rate of LIBOR + 2.50% as of June 30, 2022 and December 31, 2021. (2) Stated interest rate of LIBOR + 6.50% (with a LIBOR floor of 1.00% ) as of June 30, 2022 and December 31, 2021. (3) Stated interest rate of LIBOR + 2.25% as of June 30, 2022 and December 31, 2021. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Shareholders' Equity | |
Summary of changes in the accumulated other comprehensive loss, net of tax | Unrealized gain on Currency Defined cash flow hedge and Total accumulated translation benefit plan hedge of investments other comprehensive (in $ millions) adjustments related in foreign subsidiary loss Balance as of December 31, 2021 $ (38) $ (128) $ 4 $ (162) Net changes prior to reverse recapitalization, net of tax benefit, $0 (59) — 12 (47) Allocated to non-controlling interest 85 112 (14) 183 Net changes post reverse recapitalization, net of tax benefit, $0 (4) — — (4) Balance as of June 30, 2022 $ (16) $ (16) $ 2 $ (30) Unrealized gain on Currency Defined cash flow hedge and Total accumulated translation benefit plan hedge of investments other comprehensive (in $ millions) adjustments related in foreign subsidiary loss Balance as of December 31, 2020 $ (23) $ (160) $ 4 $ (179) Net changes during the period, net of tax benefit, $0 (2) — — (2) Balance as of June 30, 2021 $ (25) $ (160) $ 4 $ (181) |
Earnings (loss) per share (Tabl
Earnings (loss) per share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings (loss) per share | |
Schedule of earnings per share basic and diluted | The following table reconciles the numerators and denominators used in the computation of basic and diluted earnings (loss) per share from continuing operations: Three months ended Six months ended (in $ millions, except share and per share data) June 30, 2022 June 30, 2022 Numerator – Basic and diluted earnings (loss) per share: Net income attributable to the Company’s Class A common stockholders (A) $ 21 $ 21 Add: Net loss attributable to non-controlling interests in subsidiaries (1) (23) (114) Net loss attributable to the Company’s Class A and Class B common stockholders – Diluted (B) $ (2) $ (93) Denominator – Basic and diluted weighted average number of shares outstanding: Weighted average number of Class A common stock outstanding – Basic (C) 48,867,969 48,867,969 Assumed exercise of GBTG MIP Options 1,003,771 1,003,771 Assumed conversion of Class B common stock 394,448,481 394,448,481 Weighted average number of Class A common stock outstanding – Diluted (D) 444,320,221 444,320,221 Basic earnings per share attributable to the Company’s Class A common stockholders: (A) / (C) $ 0.44 $ 0.44 Diluted loss per share attributable to the Company’s Class A and Class B common stockholders: (B) / (D) $ — $ (0.21) (1) Primarily represents net loss attributed to the Continuing JerseyCo Owners for the periods prior to the Business Combination and their proportionate share of income (loss) after the Business Combination . |
Derivatives and Hedging (Tables
Derivatives and Hedging (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Derivatives and Hedging | |
Schedule of balance sheet location and fair value of Company's derivative instruments, on a gross basis, under ASC 815 | Balance sheet As of As of (in $millions) location June 30, 2022 December 31, 2021 Derivatives designated as hedging instruments Interest rate swaps Other non-current liabilities $ 10 — Derivatives not designated as hedging instruments Earnout Shares Earnouts and warrants derivative liabilities $ 77 — Warrants Earnouts and warrants derivative liabilities 44 — $ 121 — |
Schedule of impact of changes in fair values of derivatives on other comprehensive income (loss) and on net income (loss) | Amount of gain recognized in Statement of Amount of gain recognized in other comprehensive loss operations location statements of operations Three months ended Six months ended Three months ended Six months ended June 30 June 30 June 30 June 30 2022 2021 2022 2021 2022 2021 2022 2021 Derivatives designated as hedging instruments Interest rate swap $ 4 — $ 13 — NA — — — — Derivatives not designated as hedging instruments Earnout Share NA — NA — Fair value movement on earnouts and warrants derivative liabilities $ 23 — $ 23 — Warrants NA — NA — Fair value movement on earnouts and warrants derivative liabilities 13 — 13 — $ 36 — $ 36 — |
Fair Value Measurements (Tabl_3
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Measurements | |
Summary of gross carrying value and fair value of Company's assets and liabilities measured at fair value on recurring basis | As of Fair Value June 30, December 31, (in $ millions) Hierarchy 2022 2021 Interest rate swaps Level 2 $ 10 $ — Earnout Shares Level 3 77 — Public warrants Level 1 28 — Private warrants Level 3 16 — |
Schedule of changes in Level 3 financial liabilities measured at fair value | Earnout Shares to Private stockholders warrants As of date of Business Combination - May 27, 2022 $ 100 $ 21 Change in fair value (23) (5) Balance as of June 30, 2022 $ 77 $ 16 |
Summary of fair values of the Company's outstanding senior secured term loans | As of As of Fair June 30, 2022 December 31, 2021 Value Carrying Fair Carrying Fair (in $ millions) Hierarchy amount (1) value amount (1) value Senior secured initial term loans Level 2 $ 235 $ 219 $ 236 $ 233 Senior secured tranche B-3 term loans Level 3 $ 986 $ 1,013 $ 787 $ 800 (1) Outstanding principal amount of the relevant class of senior secured term loans less unamortized debt discount and debt issuance costs with respect to such loans. |
Non-employee Earnout Shares | |
Fair Value Measurements | |
Schedule of assumptions used for initial measurement of equity instruments | As of May 27, June 30, 2022 2022 Stock price ($) $ 7.39 $ 6.31 Risk-free interest rate 2.81 % 3.01 % Volatility 37.5 % 40.0 % Expected term (years) 5.00 4.92 Expected dividends 0.0 % 0.0 % Fair value ($) (per Earnout Share – Tranche 1) $ 4.82 $ 3.72 Fair value ($) (per Earnout Share – Tranche 2) $ 3.98 $ 3.04 |
Private warrants | |
Fair Value Measurements | |
Schedule of assumptions used for initial measurement of equity instruments | As of May 27, June 30, 2022 2022 Stock price ($) $ 7.39 $ 6.31 Exercise price ($) $ 11.50 $ 11.50 Risk-free interest rate 2.70 % 3.00 % Volatility 37.5 % 40.0 % Expected term (years) 5.00 4.92 Expected dividends 0.00 % 0.00 % Fair value ($) (per private warrant) $ 1.68 $ 1.30 |
Business Description and Basi_2
Business Description and Basis of Presentation (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | |
Business Description and Basis of Presentation | ||||||
Number of Reportable Segments | segment | 1 | |||||
Net loss | $ 2 | $ 91 | $ 55 | $ 114 | $ 93 | $ 169 |
Cash outflows from operations | $ 309 | $ 236 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Significant Accounting Policies | |||||
Government grants and other assistance benefits for salaries and wages | $ 1 | $ 17 | $ 7 | $ 43 | |
Government grants receivable | $ 0 | $ 0 | $ 6 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue from Contracts with Customers | ||||
Total revenue | $ 486 | $ 153 | $ 836 | $ 279 |
Minimum | ||||
Revenue from Contracts with Customers | ||||
Invoice due period | 30 days | |||
Maximum | ||||
Revenue from Contracts with Customers | ||||
Invoice due period | 60 days | |||
Travel revenue | ||||
Revenue from Contracts with Customers | ||||
Total revenue | 388 | 79 | $ 645 | 141 |
Products and professional services revenue | ||||
Revenue from Contracts with Customers | ||||
Total revenue | $ 98 | $ 74 | $ 191 | $ 138 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Contract Balances (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Opening and closing balances of the Company's accounts receivables, net, contract assets and contract liabilities | ||
Accounts receivables, net | $ 688 | $ 375 |
Contract liabilities / Client incentives, net (non-current) | 6 | 3 |
Contract liabilities / Deferred revenue (current) | 24 | $ 18 |
Revenue recognized that was included in the deferred revenue balance as of December 31, 2021 | 8 | |
Remaining performance obligations | $ 25 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | ||
Opening and closing balances of the Company's accounts receivables, net, contract assets and contract liabilities | ||
Period for satisfying performance obligations | 18 months |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Prepaid Expenses and Other Current Assets | ||
Prepaid operating expenses | $ 49 | $ 42 |
Income tax receivable / prepayments | 30 | 32 |
Deferred offering costs | 21 | |
Value added and similar taxes receivables | 15 | 11 |
Other prepayments and receivables | 23 | 31 |
Prepaid expenses and other current assets | $ 117 | $ 137 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property and Equipment, Net | |||||
Property and equipment, gross | $ 467 | $ 467 | $ 436 | ||
Less: accumulated depreciation and amortization | (257) | (257) | (220) | ||
Property and equipment, net | 210 | 210 | 216 | ||
Depreciation and amortization expense related to fixed assets | 22 | $ 20 | 43 | $ 39 | |
Depreciation and amortization expense related to capitalized software | 15 | $ 12 | 29 | $ 25 | |
Capitalized software for internal use | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | 314 | 314 | 304 | ||
Computer equipment | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | 74 | 74 | 65 | ||
Leasehold improvements | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | 51 | 51 | 52 | ||
Furniture, fixtures and other equipment | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | 6 | 6 | 6 | ||
Capital projects in progress | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | $ 22 | $ 22 | $ 9 |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) - USD ($) $ in Millions | May 27, 2022 | Jun. 30, 2022 | Dec. 02, 2021 |
PIPE | |||
Reverse Recapitalization | |||
Proceeds from issuance of common stock | $ 323.5 | ||
PIPE | APSG | |||
Reverse Recapitalization | |||
Aggregate common stock subscribed purchase price | $ 2 | ||
Class A common stock | |||
Reverse Recapitalization | |||
Common shares outstanding | 56,945,033 | ||
Class A common stock | IPO | |||
Reverse Recapitalization | |||
Common stock subscribed | 33,500,000 | ||
Class A common stock | PIPE | |||
Reverse Recapitalization | |||
Aggregate common stock subscribed purchase price | $ 335 | ||
Class B common stock | |||
Reverse Recapitalization | |||
Common shares outstanding | 394,448,481 | ||
Global Business Travel Jersey Co | |||
Reverse Recapitalization | |||
Equity interest ownership percentage | 13% | ||
Global Business Travel Group, Inc | |||
Reverse Recapitalization | |||
Voting interest percentage | 100% | ||
Proceeds from issuance of common stock | $ 365 | ||
Global Business Travel Group, Inc | IPO | |||
Reverse Recapitalization | |||
Cash | $ 42 | ||
Global Business Travel Group, Inc | Class A common stock | |||
Reverse Recapitalization | |||
Common shares outstanding | 56,945,033 | ||
Global Business Travel Group, Inc | Class B common stock | |||
Reverse Recapitalization | |||
Common shares outstanding | 394,448,481 |
Business Acquisitions (Details)
Business Acquisitions (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Nov. 01, 2021 USD ($) shares | Jan. 21, 2021 USD ($) | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) item | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisitions | |||||||
Number of businesses acquired | item | 0 | ||||||
Goodwill | $ 1,312 | $ 1,312 | $ 1,358 | ||||
Ovation Group | |||||||
Business Acquisitions | |||||||
Purchase consideration | $ 57 | ||||||
Deferred Contingent consideration | 4 | ||||||
Goodwill | 36 | ||||||
Amortizing intangible assets acquired | 29 | ||||||
Net liabilities assumed | 8 | ||||||
Acquisition related cost | 3 | ||||||
Revenue | $ 5 | $ 7 | |||||
Net loss | 5 | 9 | |||||
Ovation Group | Corporate client relationships | |||||||
Business Acquisitions | |||||||
Amortizing intangible assets acquired | $ 25 | ||||||
Intangible assets, Estimated useful lives | 10 years | ||||||
Ovation Group | Trade Names | |||||||
Business Acquisitions | |||||||
Amortizing intangible assets acquired | $ 4 | ||||||
Intangible assets, Estimated useful lives | 5 years | ||||||
Egencia | |||||||
Business Acquisitions | |||||||
Revenue | 107 | 173 | |||||
Net loss | $ 6 | 34 | |||||
Number of non-voting ordinary shares issued | shares | 8,413,972 | ||||||
Fair value | $ 816 | ||||||
Proforma revenue | 186 | 334 | |||||
Proforma net loss | $ 125 | $ 326 | |||||
Egencia | GBT JerseyCo | |||||||
Business Acquisitions | |||||||
Percentage of equity interests acquired | 19% | ||||||
EG Corporate Travel Holdings LLC (Expedia) | |||||||
Business Acquisitions | |||||||
Number of non-voting ordinary shares issued | shares | 59,111 | ||||||
Working capital adjustments payable | $ 6 | $ 6 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net - Changes in goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Changes in goodwill | ||||
Beginning balance | $ 1,358 | |||
Egencia acquisition adjustments | 7 | |||
Currency translation adjustments | (53) | |||
Ending balance | $ 1,312 | 1,312 | ||
Goodwill impairment loss | 0 | $ 0 | 0 | $ 0 |
Accumulated goodwill impairment loss | 0 | 0 | ||
EG Corporate Travel Holdings LLC (Expedia) | ||||
Changes in goodwill | ||||
Working capital adjustments payable | $ 6 | $ 6 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net - Other intangible assets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Other intangible assets with definite lives | |||||
Cost | $ 1,188 | $ 1,188 | $ 1,188 | ||
Accumulated depreciation | (506) | (506) | (442) | ||
Net | 682 | 682 | 746 | ||
Amortization expense | 23 | $ 16 | 46 | $ 31 | |
Trademarks/tradenames | |||||
Other intangible assets with definite lives | |||||
Cost | 115 | 115 | 115 | ||
Accumulated depreciation | (65) | (65) | (62) | ||
Net | 50 | 50 | 53 | ||
Corporate client relationships | |||||
Other intangible assets with definite lives | |||||
Cost | 815 | 815 | 815 | ||
Accumulated depreciation | (237) | (237) | (189) | ||
Net | 578 | 578 | 626 | ||
Supplier relationship | |||||
Other intangible assets with definite lives | |||||
Cost | 254 | 254 | 254 | ||
Accumulated depreciation | (201) | (201) | (188) | ||
Net | 53 | 53 | 66 | ||
Travel partner network | |||||
Other intangible assets with definite lives | |||||
Cost | 4 | 4 | 4 | ||
Accumulated depreciation | (3) | (3) | (3) | ||
Net | $ 1 | $ 1 | $ 1 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Accrued Expenses and Other Current Liabilities | ||
Accrued payroll and related costs | $ 165 | $ 198 |
Accrued operating expenses | 128 | 147 |
Accrued restructuring costs (see note 10) | 36 | 69 |
Client deposits | 44 | 59 |
Deferred revenue | 24 | 18 |
Value added and similar taxes payable | 10 | 6 |
Income tax payable | 7 | 7 |
Other payables | 27 | 15 |
Accrued expenses and other current liabilities | $ 441 | $ 519 |
Restructuring Charges (Details)
Restructuring Charges (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Restructuring Charges | |
Beginning balance | $ 69 |
Reversal of accruals | (3) |
Cash settled | (30) |
Ending balance | 36 |
Employee related | |
Restructuring Charges | |
Beginning balance | 64 |
Reversal of accruals | (1) |
Cash settled | (30) |
Ending balance | 33 |
Facility | |
Restructuring Charges | |
Beginning balance | 5 |
Reversal of accruals | (2) |
Ending balance | $ 3 |
Long-term Debt - Summary (Detai
Long-term Debt - Summary (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Long-term Debt | ||
Less: Current portion of long-term debt | $ (3) | $ (3) |
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs | 1,218 | 1,020 |
Senior Secured Credit Agreement | ||
Long-term Debt | ||
Long-term Debt, gross | 1,241 | 1,042 |
Less: Unamortized debt discount and debt issuance costs | (20) | (19) |
Total debt, net of unamortized debt discount and debt issuance costs | 1,221 | 1,023 |
Less: Current portion of long-term debt | (3) | (3) |
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs | 1,218 | 1,020 |
Senior Secured Credit Agreement | Senior secured initial term loans | ||
Long-term Debt | ||
Long-term Debt, gross | $ 241 | $ 242 |
Senior Secured Credit Agreement | Senior secured initial term loans | LIBOR | ||
Long-term Debt | ||
Basis spread (percentage) | 2.50% | 2.50% |
Senior Secured Credit Agreement | Senior secured tranche B-3 term loans | ||
Long-term Debt | ||
Long-term Debt, gross | $ 1,000 | $ 800 |
Senior Secured Credit Agreement | Senior secured tranche B-3 term loans | LIBOR | ||
Long-term Debt | ||
Basis spread (percentage) | 6.50% | 6.50% |
Basis floor (percentage) | 1% | 1% |
Senior Secured Credit Agreement | Senior secured revolving credit facility | LIBOR | ||
Long-term Debt | ||
Basis spread (percentage) | 2.25% | 2.25% |
Long-term Debt - Additional dis
Long-term Debt - Additional disclosures (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Long-term Debt | ||||
Repayment of senior secured term loans | $ 1 | $ 4 | ||
Unconditional guarantee, Percentage of EBITDA | 70% | |||
Minimum | ||||
Long-term Debt | ||||
Unconditional guarantee, Percentage of consolidated assets | 70% | |||
Unconditional guarantee, Amount of EBITDA | $ 100 | |||
Letters of credit | ||||
Long-term Debt | ||||
Outstanding borrowings | $ 0 | 0 | $ 0 | |
Tranche B 3 DDTL Facility | ||||
Long-term Debt | ||||
Debt principal amount | 200 | 200 | ||
Remaining borrowing capacity | $ 0 | 0 | ||
Unused commitment fee (percentage) | 3% | |||
Senior secured initial term loans | ||||
Long-term Debt | ||||
Payment of contractual quarterly installment | $ 1 | 1 | ||
Repayment of senior secured term loans | 1 | $ 1 | ||
Senior secured revolving credit facility | ||||
Long-term Debt | ||||
Unused commitment fee (percentage) | 0.375% | |||
Outstanding borrowings | 0 | $ 0 | $ 0 | |
Senior secured revolving credit facility | Line of credit, foreign currencies | ||||
Long-term Debt | ||||
Maximum borrowing capacity | 30 | 30 | ||
Senior secured revolving credit facility | Letters of credit | ||||
Long-term Debt | ||||
Maximum borrowing capacity | 10 | 10 | ||
Senior secured revolving credit facility | Swingline borrowings | ||||
Long-term Debt | ||||
Maximum borrowing capacity | $ 10 | $ 10 | ||
Senior secured credit agreement | ||||
Long-term Debt | ||||
Percentage of annual excess cash flow | 50% | |||
Percentage of net cash proceeds from certain asset sales and casualty events | 100% | |||
Percentage of net cash proceeds from the incurrence of certain indebtedness | 100% | |||
Percentage of net cash proceeds from the consummation of any initial public offering | 50% | |||
Effective interest rate | 7% | 7% | ||
Senior secured credit agreement | Minimum | ||||
Long-term Debt | ||||
Minimum aggregate amount of Liquidity | $ 200 | $ 200 | ||
Senior secured credit agreement | Maximum | ||||
Long-term Debt | ||||
Leverage ratio | 3.25% | |||
Senior secured credit agreement | Letters of credit | Minimum | ||||
Long-term Debt | ||||
Percentage of outstanding loans and letter of credit exceeds the aggregate principal amount | 35% |
Commitments and Contingencies_5
Commitments and Contingencies (Details) $ in Millions | Jun. 30, 2022 USD ($) |
Commitments and Contingencies. | |
Outstanding non-cancellable purchase commitments | $ 202 |
Non-cancellable purchase commitments related to next year | 76 |
Bank guarantees | $ 20 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Examination [Line Items] | ||||
Deferred tax asset, foreign tax credits | $ 26 | $ 26 | ||
Deferred tax liability, undistributed foreign earnings | 40 | 40 | ||
Net deferred tax liability | 14 | $ 14 | ||
Statutory income tax rate | 21% | |||
Income tax benefit | $ 4 | $ 73 | $ 29 | $ 95 |
Additional deferred tax benefit | $ 35 | $ 35 | ||
Effective income tax rate | 80% | 56% | 25% | 37% |
Minimum | ||||
Income Tax Examination [Line Items] | ||||
U.K.'s enacted tax rates | 19% | |||
Maximum | ||||
Income Tax Examination [Line Items] | ||||
U.K.'s enacted tax rates | 25% |
Warrants (Details)_2_3
Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | May 27, 2022 | |
Warrants | |||
Warrants outstanding | 39,451,134 | 39,451,134 | |
Exercise price | $ 11.50 | $ 11.50 | |
Warrant liability | $ 44 | $ 44 | $ 57 |
Fair value change in warrant liability | $ 13 | $ 13 | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Class A common stock | |||
Warrants | |||
Maximum redemption closing price per share | $ 18 | ||
Maximum | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Class A common stock | |||
Warrants | |||
Trading days | 30 days | ||
Minimum | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Class A common stock | |||
Warrants | |||
Trading days | 20 days | ||
Private warrants | |||
Warrants | |||
Warrants outstanding | 12,224,134 | 12,224,134 | |
Public warrants | |||
Warrants | |||
Warrants outstanding | 27,227,000 | 27,227,000 | |
Warrants expire | 5 years | 5 years | |
Public warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
Warrants | |||
Warrant redemption price per share | $ 0.01 | $ 0.01 | |
Minimum redemption notice period | 30 days | ||
Public warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |||
Warrants | |||
Exercise price | $ 0.10 | $ 0.10 | |
Minimum redemption notice period | 30 days | ||
Public warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | Class A common stock | |||
Warrants | |||
Maximum redemption closing price per share | $ 10 |
Earnout Shares (Details)
Earnout Shares (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |
May 27, 2022 USD ($) D $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Earn-outs | |||
Term for shares to be issued | 5 years | ||
Stock-based compensation expense | $ | $ 2 | $ 2 | |
Initial fair value of the Earnout Shares liability | $ | $ 100 | 77 | 77 |
Gain on fair value change in Earnout Shares liability | $ | $ 23 | $ 23 | |
If the VWAP of Class A Common Stock is greater than or equal to $12.50 | Class A common stock | |||
Earn-outs | |||
Stock price trigger for any 20 trading days within any consecutive 30-trading day | $ / shares | $ 12.50 | ||
Number of trading days | 20 | ||
Number of consecutive trading days | 30 | ||
Term for shares to be issued | 5 years | ||
If the VWAP of Class A Common Stock is greater than or equal to $15.00 | Class A common stock | |||
Earn-outs | |||
Stock price trigger for any 20 trading days within any consecutive 30-trading day | $ / shares | $ 15 | ||
Number of trading days | 20 | ||
Number of consecutive trading days | 30 | ||
Term for shares to be issued | 5 years | ||
If the closing share price of the Class A Common Stock equals or exceeds $15.50 per share | Class A common stock | |||
Earn-outs | |||
Contingent right to receive shares (as a percent) | 50% |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
May 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Equity-Based Compensation | |||||
Stock-based compensation expense | $ 2 | $ 2 | |||
Unrecognized compensation cost related to unvested stock options | 28 | $ 28 | |||
Expected weighted average period compensation costs to be recognized (years) | 2 years 6 months | ||||
General and administrative expense | |||||
Equity-Based Compensation | |||||
Stock-based compensation expense | 5 | $ 1 | $ 8 | $ 1 | |
Management Incentive Plan | GBTG MIP Options | |||||
Equity-Based Compensation | |||||
Percentage of fair market value of the shares equals the exercise price of options granted | 100% | ||||
Management Incentive Plan | Three year vesting period | GBTG MIP Options | |||||
Equity-Based Compensation | |||||
Annual vesting percentage (in percent) | 33.33% | ||||
Management Incentive Plan | Five year vesting period | GBTG MIP Options | |||||
Equity-Based Compensation | |||||
Annual vesting percentage (in percent) | 20% | ||||
Management Incentive Plan | Earnout shares | |||||
Equity-Based Compensation | |||||
Stock-based compensation expense | $ 2 | $ 2 | |||
Management Incentive Plan | Minimum | GBTG MIP Options | |||||
Equity-Based Compensation | |||||
Vesting period | 3 years | ||||
Management Incentive Plan | Maximum | GBTG MIP Options | |||||
Equity-Based Compensation | |||||
Vesting period | 5 years | ||||
2022 Equity Incentive Plan | |||||
Equity-Based Compensation | |||||
Awards granted | 0 | ||||
2022 Equity Incentive Plan | Maximum | Class A common stock | |||||
Equity-Based Compensation | |||||
Shares were reserved for issuance | 48 | ||||
Employee Stock Purchase Plan | |||||
Equity-Based Compensation | |||||
Percentage of number of all common stock outstanding considered for automatic increase of shares available for purchase under the plan | 1% | ||||
Employee Stock Purchase Plan | Maximum | |||||
Equity-Based Compensation | |||||
Shares were reserved for issuance | 11 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) shares | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) shares | Jun. 30, 2022 € / shares | Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 € / shares shares | |
Shareholders' Equity | |||||||
Warrants outstanding | 39,451,134 | ||||||
Accrued dividend | $ | $ 2 | $ 2 | $ 8 | ||||
Total consideration | $ | 100 | ||||||
Preferred Stock | |||||||
Shareholders' Equity | |||||||
Preferred stock par value | $ / shares | $ 0.00001 | ||||||
Preferred Stock, Shares Authorized | 6,010,000,000 | ||||||
Preferred stock issued | 0 | ||||||
Preferred Stock, Shares Outstanding | 0 | ||||||
Profit shares | |||||||
Shareholders' Equity | |||||||
Shares, par value | € / shares | € 0.00001 | ||||||
Shares authorized | 800,000 | ||||||
Shares issued | 800,000 | ||||||
Shares outstanding | 800,000 | ||||||
Class A common stock | |||||||
Shareholders' Equity | |||||||
Shares, par value | $ / shares | $ 0.0001 | ||||||
Shares authorized | 3,000,000,000 | ||||||
Shares issued | 56,945,033 | ||||||
Shares outstanding | 56,945,033 | ||||||
Common stock, voting rights | one vote | ||||||
Class B common stock | |||||||
Shareholders' Equity | |||||||
Shares, par value | $ / shares | $ 0.0001 | ||||||
Shares authorized | 3,000,000,000 | ||||||
Shares issued | 394,448,481 | ||||||
Shares outstanding | 394,448,481 | ||||||
Common stock, voting rights | one vote | ||||||
Stockholders equity note, stock split | one | ||||||
Class A-1 Preferred Stock | |||||||
Shareholders' Equity | |||||||
Preferred Stock, Shares Authorized | 3,000,000,000 | ||||||
Preferred stock issued | 0 | ||||||
Preferred Stock, Shares Outstanding | 0 | ||||||
Class B-1 Preferred Stock | |||||||
Shareholders' Equity | |||||||
Preferred Stock, Shares Authorized | 3,000,000,000 | ||||||
Preferred stock issued | 0 | ||||||
Preferred Stock, Shares Outstanding | 0 | ||||||
Undesignated Preferred Stock | |||||||
Shareholders' Equity | |||||||
Preferred Stock, Shares Authorized | 10,000,000 | ||||||
Preferred stock issued | 0 | ||||||
Preferred Stock, Shares Outstanding | 0 | ||||||
GBT JerseyCo | |||||||
Shareholders' Equity | |||||||
Issued And Outstanding Ratio | 1% | ||||||
GBT JerseyCo | Preferred Stock | |||||||
Shareholders' Equity | |||||||
Preferred stock par value | € / shares | € 0.00001 | ||||||
Preferred Stock, Shares Authorized | 3,000,000 | ||||||
Increase Of Preferred Stock Dividend Rate | 14% | ||||||
Preferred stock, dividend rate | 12% | ||||||
Global Business Travel | |||||||
Shareholders' Equity | |||||||
Preferred stock issued | 0 | ||||||
Accrued dividend | $ | 1 | 1 | |||||
Preferred Stock Accrued Dividend | $ | $ 3 | $ 8 | |||||
Amex Coop and Juweel | |||||||
Shareholders' Equity | |||||||
Total consideration | $ | $ 50 | $ 50 | |||||
Amex Coop and Juweel | Preferred Stock | |||||||
Shareholders' Equity | |||||||
Shares issued during the period | 500,000 | 500,000 |
Shareholders' Equity - Related
Shareholders' Equity - Related party transactions (Details) - Sponsor Side Letter shares in Millions | May 27, 2022 $ / shares USD ($) shares |
Related Party Transactions | |
Period following the closing, considered for transfer of Class A Common Stock held by Sponsors and Insiders | 1 year |
Minimum VWAP of Class A Common Stock, considered for transfer of stock held | $ / shares | 12 |
Number Of Trading Days Within Which Minimum Volume Weighted Average Share Price Is To Be attained | 20 |
Number of trading days within which the minimum VWAP of Class A Common Stock is to be attained | 30 |
Number of Class A Common Stock deemed unvested and were subject to certain triggering events (in shares) | shares | 8 |
Sponsor Side Letter Vesting Period | 5 years |
If the VWAP of Class A Common Stock is greater than or equal to $12.50 | |
Related Party Transactions | |
Number Of Trading Days Within Which Minimum Volume Weighted Average Share Price Is To Be attained | 20 |
Number of trading days within which the minimum VWAP of Class A Common Stock is to be attained | 30 |
Minimum VWAP of Class A Common Stock | $ / shares | $ 12.50 |
Number of Sponsor shares that will vest (in shares) | shares | 5 |
If the VWAP of Class A Common Stock is greater than or equal to $15.00 | |
Related Party Transactions | |
Number Of Trading Days Within Which Minimum Volume Weighted Average Share Price Is To Be attained | 20 |
Number of trading days within which the minimum VWAP of Class A Common Stock is to be attained | 30 |
Minimum VWAP of Class A Common Stock | $ / shares | $ 15 |
Number of Sponsor shares that will vest (in shares) | shares | 3 |
Shareholders' Equity - Changes
Shareholders' Equity - Changes in accumulated other comprehensive loss, net of tax (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Shareholders' Equity | ||||
Beginning balance | $ 1,234 | $ 1,334 | $ 984 | |
Net changes prior to reverse recapitalization, net of tax benefit | (40) | |||
Allocated to non-controlling interest | 1,180 | 1,180 | $ 1 | |
Ending balance | 1,266 | 1,266 | 812 | |
Net of tax benefit | 0 | 0 | ||
Currency translation adjustments | ||||
Shareholders' Equity | ||||
Beginning balance | (38) | (23) | ||
Net changes prior to reverse recapitalization, net of tax benefit | (59) | |||
Allocated to non-controlling interest | 85 | 85 | ||
Net changes during the period, net of tax benefit | (4) | (2) | ||
Ending balance | (16) | (16) | (25) | |
Defined benefit plan related | ||||
Shareholders' Equity | ||||
Beginning balance | (128) | (160) | ||
Allocated to non-controlling interest | 112 | 112 | ||
Ending balance | (16) | (16) | (160) | |
Unrealized gain on cash flow hedge and hedge of investments in foreign subsidiary | ||||
Shareholders' Equity | ||||
Beginning balance | 4 | 4 | ||
Net changes prior to reverse recapitalization, net of tax benefit | 12 | |||
Allocated to non-controlling interest | (14) | (14) | ||
Ending balance | 2 | 2 | 4 | |
Accumulated other comprehensive loss | ||||
Shareholders' Equity | ||||
Beginning balance | (169) | (162) | (179) | |
Net changes prior to reverse recapitalization, net of tax benefit | (40) | (47) | ||
Allocated to non-controlling interest | 183 | 183 | ||
Net changes during the period, net of tax benefit | (4) | (2) | ||
Ending balance | $ (30) | $ (30) | $ (181) |
Earnings (loss) per share (Deta
Earnings (loss) per share (Details) shares in Millions | 6 Months Ended |
Jun. 30, 2022 shares | |
Earnings (loss) per share | |
Earnout shares subject to forfeiture if achievement of stock prices arent met | 15 |
Class of warrant or right, number of securities called by warrants or rights | 39 |
GBTG MIP Options | |
Earnings (loss) per share | |
Class of warrant or right, number of securities called by warrants or rights | 25 |
Earnings (loss) per share - Bas
Earnings (loss) per share - Basic and diluted earnings (loss) per share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator - Basic and diluted earnings (loss) per share: | ||||||
Net income attributable to the Company's Class A common stockholders (A) | $ 21 | $ 21 | ||||
Net loss attributable to non-controlling interests in subsidiaries | (23) | $ (55) | (114) | $ (169) | ||
Net (loss) income | $ (2) | $ (91) | $ (55) | $ (114) | $ (93) | $ (169) |
Denominator - Basic and diluted weighted average number of shares outstanding: | ||||||
Weighted average number of Class A common stock outstanding - Basic (C) | 48,867,969 | 48,867,969 | ||||
Assumed exercise of GBTG MIP Options | 1,003,771 | 1,003,771 | ||||
Assumed conversion of Class B common stock | 394,448,481 | 394,448,481 | ||||
Weighted average number of Class A common stock outstanding - Diluted (D) | 444,320,221 | 444,320,221 | ||||
Basic earnings per share attributable to the Company's Class A common stockholders: (A) / (C) | $ 0.44 | $ 0.44 | ||||
Diluted earnings loss per share attributable to the Company's Class A and Class B common stockholders: (B) / (D) | $ (0.21) |
Derivatives and Hedging - Inter
Derivatives and Hedging - Interest Rate Swap (Details) - Interest rate swap - USD ($) $ in Millions | 1 Months Ended | |
Jun. 30, 2022 | Feb. 28, 2022 | |
Derivatives and Hedging | ||
Notional amount | $ 600 | |
Derivative fixed Interest rate | 3.6858% | 2.0725% |
Three-month LIBOR | ||
Derivatives and Hedging | ||
Derivative variable Interest rate | 2.0725% | |
Cash realization on interest rate swap agreement termination | $ 23 |
Derivatives and Hedging - Warra
Derivatives and Hedging - Warrants and Earnout Shares (Details) $ in Millions | Jun. 30, 2022 USD ($) shares |
Earnouts and warrants derivative liabilities | |
Derivatives and Hedging | |
Fair value of Company's derivative instruments, on gross basis | $ 121 |
Warrants. | |
Derivatives and Hedging | |
Issued and outstanding | shares | 39 |
Earnout Shares | |
Derivatives and Hedging | |
Issued and outstanding | shares | 15 |
Derivatives designated as hedging instruments | Interest rate swap | Other non-current liabilities | |
Derivatives and Hedging | |
Fair value of Company's derivative instruments, on gross basis | $ 10 |
Derivatives not designated as hedging instruments | Warrants. | Earnouts and warrants derivative liabilities | |
Derivatives and Hedging | |
Fair value of Company's derivative instruments, on gross basis | 44 |
Derivatives not designated as hedging instruments | Earnout Shares | Earnouts and warrants derivative liabilities | |
Derivatives and Hedging | |
Fair value of Company's derivative instruments, on gross basis | $ 77 |
Derivatives and Hedging - Impac
Derivatives and Hedging - Impact of changes in fair value (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Derivatives designated as hedging instruments | Interest rate swap | ||
Derivatives and Hedging | ||
Amount of gain recognized in other comprehensive income | $ 4 | $ 13 |
Derivatives not designated as hedging instruments | ||
Derivatives and Hedging | ||
Amount of gain recognized in Statements of operations | 36 | 36 |
Derivatives not designated as hedging instruments | Fair value movement on earnouts and warrants derivative liabilities | ||
Derivatives and Hedging | ||
Amount of gain recognized in Statements of operations | 23 | 23 |
Derivatives not designated as hedging instruments | Warrants. | Fair value movement on earnouts and warrants derivative liabilities | ||
Derivatives and Hedging | ||
Amount of gain recognized in Statements of operations | $ 13 | $ 13 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) $ in Millions | Jun. 30, 2022 USD ($) |
Earnout Shares | Level 3 | |
Fair Value Measurements | |
Fair value of company's assets and liabilities, on gross basis | $ 77 |
Public warrants | Level 1 | |
Fair Value Measurements | |
Fair value of company's assets and liabilities, on gross basis | 28 |
Private warrants | Level 3 | |
Fair Value Measurements | |
Fair value of company's assets and liabilities, on gross basis | 16 |
Interest rate swaps | Level 2 | |
Fair Value Measurements | |
Fair value of company's assets and liabilities, on gross basis | $ 10 |
Fair Value Measurements - Initi
Fair Value Measurements - Initial measurement of the Earnout Shares (Details) | 6 Months Ended | |
May 27, 2022 item Y $ / shares | Jun. 30, 2022 item Y $ / shares | |
Fair Value Measurements | ||
Price per public warrant | $ / shares | $ 1.33 | $ 1.05 |
Tranche 1 | Non-employee Earnout Shares | ||
Fair Value Measurements | ||
Share Price | $ / shares | 4.82 | 3.72 |
Tranche 2 | Non-employee Earnout Shares | ||
Fair Value Measurements | ||
Share Price | $ / shares | $ 3.98 | $ 3.04 |
Stock price | Non-employee Earnout Shares | ||
Fair Value Measurements | ||
Fair value measurement input | 7.39 | 6.31 |
Risk-free interest rate | Non-employee Earnout Shares | ||
Fair Value Measurements | ||
Fair value measurement input | 0.0281 | 0.0301 |
Volatility | Non-employee Earnout Shares | ||
Fair Value Measurements | ||
Fair value measurement input | 0.375 | 0.400 |
Expected term (years) | Non-employee Earnout Shares | ||
Fair Value Measurements | ||
Fair value measurement input | Y | 5 | 4.92 |
Expected dividends | Non-employee Earnout Shares | ||
Fair Value Measurements | ||
Fair value measurement input | 0 | 0 |
Fair Value Measurements - Ini_2
Fair Value Measurements - Initial measurement of the private warrant (Details) - Private warrants | Jun. 30, 2022 Y item $ / shares | May 27, 2022 Y item $ / shares |
Fair Value Measurements | ||
Share Price | $ / shares | $ 1.30 | $ 1.68 |
Stock price | ||
Fair Value Measurements | ||
Fair value measurement input | 6.31 | 7.39 |
Exercise price | ||
Fair Value Measurements | ||
Fair value measurement input | 11.50 | 11.50 |
Risk-free interest rate | ||
Fair Value Measurements | ||
Fair value measurement input | 0.0300 | 0.0270 |
Volatility | ||
Fair Value Measurements | ||
Fair value measurement input | 0.400 | 0.375 |
Expected term (years) | ||
Fair Value Measurements | ||
Fair value measurement input | Y | 4.92 | 5 |
Expected dividends | ||
Fair Value Measurements | ||
Fair value measurement input | 0 | 0 |
Fair Value Measurements - Lev_3
Fair Value Measurements - Level 3 financial liabilities (Details) - Level 3 $ in Millions | 1 Months Ended |
Jun. 30, 2022 USD ($) | |
Earnout Shares to stockholders | |
Fair Value Measurements | |
Balance as of beginning balance | $ 100 |
Change in fair value | (23) |
Balance as of ending balance | 77 |
Private warrants | |
Fair Value Measurements | |
Balance as of beginning balance | 21 |
Change in fair value | (5) |
Balance as of ending balance | $ 16 |
Fair Value Measurements - Outst
Fair Value Measurements - Outstanding senior secured term loans (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Level 2 | Senior secured initial term loans | Carrying amount | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | $ 235 | $ 236 |
Level 2 | Senior secured initial term loans | Fair value | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | 219 | 233 |
Level 3 | Senior secured tranche B-3 term loans | Carrying amount | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | 986 | 787 |
Level 3 | Senior secured tranche B-3 term loans | Fair value | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | $ 1,013 | $ 800 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transactions | |||||
Amounts payable to affiliates | $ 40 | $ 40 | $ 41 | ||
Amounts receivable from affiliates | 33 | 33 | 18 | ||
Advisory Services Agreement | |||||
Related Party Transactions | |||||
Amount of charges incurred | 0.4 | $ 0.6 | 1 | $ 1.3 | |
Amounts payable to affiliates | 5.4 | 5.4 | 4.4 | ||
Commercial Agreements | |||||
Related Party Transactions | |||||
Amount of charges incurred | 7 | 2 | 11 | 4 | |
Amounts payable to affiliates | 22 | 22 | 16 | ||
Revenue from affiliates | 5 | $ 5 | 10 | $ 9 | |
Amounts receivable from affiliates | 8 | 8 | 15 | ||
Certain tax indemnity and other agreements | |||||
Related Party Transactions | |||||
Amounts payable to affiliates | 2 | 2 | 2 | ||
Amounts receivable from affiliates | 0.4 | $ 0.4 | 0.3 | ||
License of American Express Marks | |||||
Related Party Transactions | |||||
Term of agreement | 11 years | ||||
Marketing partner agreement | |||||
Related Party Transactions | |||||
Revenue from affiliates | 41 | $ 60 | |||
Amounts receivable from affiliates | 13 | $ 13 | 4 | ||
Term of agreement | 10 years | ||||
Transition Services Agreement with Expedia, Inc | |||||
Related Party Transactions | |||||
Amount of charges incurred | 9 | $ 20 | |||
Amounts payable to affiliates | 10 | 10 | 8 | ||
Amount of net payable | $ 6 | $ 6 | $ 16 |