Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Document Information | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2022 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | Vy Global Growth | |
Entity File Number | 001-39588 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | KY | |
Entity Address, Postal Zip Code | KY1-9010 | |
Entity Address, Address Line One | Floor 4, Willow House, Cricket Square | |
Entity Address, City or Town | Grand Cayman | |
Entity Address, State or Province | KY | |
City Area Code | 971 | |
Local Phone Number | 427 01 400 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001822877 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A ordinary shares | ||
Document Information | ||
Title of 12(b) Security | Class A ordinary share, par value $0.0001 per share | |
Trading Symbol | VYGG | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 57,500,000 | |
Class B ordinary shares | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 14,375,000 | |
Units | ||
Document Information | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-fifth of one Warrant to acquire one Class A ordinary share | |
Trading Symbol | VYGG.U | |
Security Exchange Name | NYSE | |
Warrants | ||
Document Information | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | VYGG.W | |
Security Exchange Name | NYSE |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 1,633,284 | $ 1,809,415 |
Prepaid expenses | 152,607 | 132,960 |
Total current assets | 1,785,891 | 1,942,375 |
Investments held in Trust Account | 575,260,582 | 575,202,660 |
Total Assets | 577,046,473 | 577,145,035 |
Current liabilities: | ||
Accounts payable | 14,281 | 2,282 |
Due to related parties | 547,403 | 517,403 |
Accrued expenses | 845,013 | 771,826 |
Total current liabilities | 1,406,697 | 1,291,511 |
Deferred underwriting commissions | 20,125,000 | 20,125,000 |
Derivative warrant liabilities | 15,480,000 | 24,940,000 |
Total liabilities | 37,011,697 | 46,356,511 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 57,500,000 shares issued and outstanding at $10.003 and $10.000 per share redemption value as of March 31, 2022 and December 31, 2021, respectively | 575,160,582 | 575,000,000 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value 1,000,000 shares authorized no shares issued or outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (35,127,244) | (44,212,914) |
Total shareholders' deficit | (35,125,806) | (44,211,476) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 577,046,473 | 577,145,035 |
Class B ordinary shares | ||
Shareholders' Deficit: | ||
Common Stock, Value, Issued | $ 1,438 | $ 1,438 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preference shares, par value | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 | 1,000,000 |
Preference shares, shares issued | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
Class A ordinary shares | ||
Temporary equity, shares subject to possible redemption (in dollars per share) | $ 0.0001 | $ 0.0001 |
Shares of Class A ordinary shares subject to possible redemption, shares issued | 57,500,000 | 57,500,000 |
Shares of Class A ordinary shares subject to possible redemption, shares outstanding | 57,500,000 | 57,500,000 |
Price per share | $ 10.003 | $ 10 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Number of shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 57,500,000 | 57,500,000 |
Common Class A Non-redeemable | ||
Ordinary shares, shares issued | 0 | 0 |
Ordinary shares, shares outstanding | 0 | 0 |
Class B ordinary shares | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Number of shares authorized | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued | 14,375,000 | 14,375,000 |
Ordinary shares, shares outstanding | 14,375,000 | 14,375,000 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
General and administrative expenses | $ 241,670 | $ 1,127,226 |
General and administrative expenses - related party | 30,000 | 30,000 |
Loss from operations | (271,670) | (1,157,226) |
Other income (expense) | ||
Change in fair value of derivative warrant liabilities | 9,460,000 | 165,000 |
Interest earned on investments held in Trust Account | 57,922 | 50,482 |
Net income (loss) | $ 9,246,252 | $ (941,744) |
Class A ordinary shares | ||
Other income (expense) | ||
Weighted average shares outstanding, Basic | 57,500,000 | 57,500,000 |
Weighted average shares outstanding, Diluted | 57,500,000 | 57,500,000 |
Earnings (losses) per share, Basic | $ 0.13 | $ (0.01) |
Earnings (losses) per share, Diluted | $ 0.13 | $ (0.01) |
Class B ordinary shares | ||
Other income (expense) | ||
Weighted average shares outstanding, Basic | 14,375,000 | 14,375,000 |
Weighted average shares outstanding, Diluted | 14,375,000 | 14,375,000 |
Earnings (losses) per share, Basic | $ 0.13 | $ (0.01) |
Earnings (losses) per share, Diluted | $ 0.13 | $ (0.01) |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Ordinary SharesClass A ordinary shares | Ordinary SharesClass B ordinary shares | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2020 | $ 0 | $ 1,438 | $ 0 | $ (62,645,668) | $ (62,644,230) |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 14,375,000 | |||
Changes in Stockholders' Equity | |||||
Net income (loss) | (941,744) | (941,744) | |||
Ending balance at Mar. 31, 2021 | $ 0 | $ 1,438 | 0 | (63,587,412) | (63,585,974) |
Ending balance (in shares) at Mar. 31, 2021 | 0 | 14,375,000 | |||
Beginning balance at Dec. 31, 2021 | $ 1,438 | (44,212,914) | (44,211,476) | ||
Beginning balance (in shares) at Dec. 31, 2021 | 14,375,000 | ||||
Changes in Stockholders' Equity | |||||
Net income (loss) | 9,246,252 | 9,246,252 | |||
Deemed dividend - increase in redemption value of Class A ordinary shares subject to redemption | (160,582) | (160,582) | |||
Ending balance at Mar. 31, 2022 | $ 0 | $ 1,438 | $ 0 | $ (35,127,244) | $ (35,125,806) |
Ending balance (in shares) at Mar. 31, 2022 | 0 | 14,375,000 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 9,246,252 | $ (941,744) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of derivative warrant liabilities | (9,460,000) | (165,000) |
Interest earned on investments held in Trust Account | (57,922) | (50,482) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (19,647) | (25,469) |
Accounts payable | 11,999 | 22,590 |
Due to related parties | 30,000 | 202,653 |
Accrued expenses | 73,187 | 720,742 |
Net cash used in operating activities | (176,131) | (236,710) |
Net change in cash | (176,131) | (236,710) |
Cash - beginning of the period | 1,809,415 | 916,525 |
Cash - end of the period | 1,633,284 | $ 679,815 |
Supplemental disclosure of noncash financing activities: | ||
Remeasurement on Class A ordinary shares subject to possible redemption | $ (160,582) |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Vy Global Growth (the “Company”) is a blank check company incorporated in the Cayman Islands on August 18, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus in the financial, technology and business services sectors. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). As of March 31, 2022, the Company had not yet commenced operations. All activity for the period from August 18, 2020 (inception) through March 31, 2022 relates to the Company’s formation and its preparation for the initial public offering (“Initial Public Offering”), which is described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of income earned on investments on investments in the Trust Account (as defined below). The Company’s sponsor is Vy Global Growth Management Co., a Cayman Islands limited liability company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 1, 2020. On October 6, 2020, the Company consummated its Initial Public Offering of 57,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), which included the exercise of the underwriters’ option to purchase an additional 7,500,000 Units, at $10.00 per Unit, generating gross proceeds of $575.0 million, and incurring offering costs of approximately $32.4 million, inclusive of approximately $20.1 million in deferred underwriting commissions (Note 6). Simultaneously with the consummation of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 9,000,000 private placement warrants (each a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, generating total proceeds of $13.5 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $575.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (“Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). As of December 31, 2021, no amounts have been withdrawn from the Trust Account to pay for the Company's tax obligations. The per-share amount to be distributed to public shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares have been recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC Topic 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association which was adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) prior to this Initial Public Offering (the “Initial Shareholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors have agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or 27 months from the closing of the Initial Public Offering if the Company has executed a letter of intent, an agreement in principle, or a definitive agreement for an initial business combination within 24 months from the closing of the Initial Public Offering, or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months (or October 6, 2022), or 27 months (or January 6, 2023) if the Company has executed a letter of intent, an agreement in principle, or a definitive agreement for an initial business combination within 24 months (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less taxes payable and up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution in the Trust Account will be less than the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, a confidentiality or other similar agreement, or a business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. There can be no guarantee that the Company will be successful in obtaining such waivers from its targeted vendors and service providers. Liquidity and Going Concern As of March 31, 2022, the Company had approximately $1.6 million in its operating bank account and working capital of approximately $0.4 million. The Company’s liquidity needs through March 31, 2022 have been satisfied through a contribution of $25,000 from the Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $208,000 from the Sponsor under the Note (see Note 5) that was repaid on October 8, 2020, and the proceeds from the draw on a promissory note, subsequently converted to warrants, from the Sponsor on May 24, 2021 (see Note 5). In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). As of March 31, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loans. The Company’s management plans to continue its efforts to complete a Business Combination within 24 months of the closing of the Initial Public Offering, or October 6, 2022. The Company believes that the funds currently available to it outside of the Trust Account will be sufficient to allow it to operate until October 6, 2022; however, there can be no assurances that this estimate is accurate. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the mandatory liquidation date and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to complete a Business Combination by October 6, 2022, then the Company will cease all operations except for the purpose of liquidating. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 6, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC for interim reporting. Accordingly, they do not include all of the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022 or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K and prospectus filed by the Company with the SEC on April 6, 2022. Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. This may make comparison of the Company's financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The determination of fair value of the warrant liabilities is considered to be a significant estimate. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2022 and December 31, 2021. Concentrations 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 limits of $250,000. As of March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest earned on investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets except for derivative warrant liabilities (see Note 10). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815-15, “Derivatives and Hedging – Embedded Derivatives.” The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants (as defined in Note 3), Private Placement Warrants and Working Capital Warrants (as defined in Note 5) are recognized as derivative liabilities in accordance with ASC Topic 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity.” Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The fair value of Public Warrants issued in connection with the Initial Public Offering was initially measured at fair value using a Monte Carlo simulation model and subsequently measured based on the listed market price of such Public Warrants. The fair value of Private Placement Warrants was initially measured at fair value using a Black Scholes simulation model. On May 24, 2021, the Company issued Working Capital Warrants to the Sponsor (see Note 5). The fair value of the Private Placement Warrants, beginning in April 2021, and the Working Capital Warrants have been measured by reference to the Public Warrant trading price. As the transfer of Private Placement Warrants and Working Capital Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants and Working Capital Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant and Working Capital Warrants is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Offering costs consist of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 57,500,000 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Subsequently, the Company recognized changes in the redemption value as a deemed dividend as reflected on the accompanying unaudited condensed statements of changes in shareholders’ deficit. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares, which assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss), by the weighted average of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 21,500,000 ordinary shares in the calculation of diluted income (loss) per share because their exercise is contingent upon future events. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Three Months Ended March 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 7,397,002 $ 1,849,250 $ (753,395) $ (188,349) Denominator: Basic and diluted weighted average ordinary shares outstanding 57,500,000 14,375,000 57,500,000 14,375,000 Basic and diluted net income (loss) per ordinary share $ 0.13 $ 0.13 $ (0.01) $ (0.01) Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2022 | |
INITIAL PUBLIC OFFERING. | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On October 6, 2020, the Company consummated its Initial Public Offering of 57,500,000 Units, which included the exercise of the underwriters’ option to purchase an additional 7,500,000 Units, generating gross proceeds of $575.0 million, and incurring offering costs of approximately $32.4 million, inclusive of approximately $20.1 million in deferred underwriting commissions. Each Unit will consist of one Class A ordinary share and one-fifth of one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Mar. 31, 2022 | |
PRIVATE PLACEMENT. | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the consummation of the Initial Public Offering, the Company consummated the Private Placement of 9,000,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $13.5 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable except as described below in Note 7 and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On August 19, 2020, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for the issuance of 14,375,000 Class B ordinary shares (the “Founder Shares”). The Sponsor had agreed to forfeit up to an aggregate of 1,875,000 Founder Shares to the extent that the option to purchase additional units was not exercised in full by the underwriters or is reduced, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters fully exercised the over-allotment option on October 6, 2020; thus, these shares were no longer subject to forfeiture. The Initial Shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances. Any permitted transferees will be subject to the same restrictions and other agreements of the initial Shareholders with respect to any Founder Shares. Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Related Party Loans On August 19, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. As of October 6, 2020, the Company borrowed approximately $208,000 under the Note. The Company fully repaid this Note on October 8, 2020. No future borrowings are permitted under this loan. Working Capital Loans In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. However, on April 30, 2021, the Company entered into a noninterest bearing unsecured promissory note with its Sponsor for the principal amount of up to $1.5 million. The Sponsor had the right at any time to convert the outstanding principal balance on the promissory note into warrants entitling the Sponsor to purchase one Class A ordinary share, par value $0.0001 per share at a conversion price of $1.50 per warrant. The entire amount of $1.5 million was drawn to fund the operations of the Company on May 24, 2021 and immediately converted to 1,000,000 Working Capital Warrants, thereby canceling the promissory note. As with the Public Warrants and Private Placement Warrants, the Working Capital Warrants are recognized as liabilities at fair value. The conversion to the Working Capital Warrants resulted in a $420,000 loss as the fair value of the warrants on the conversion date resulted in a approximately $1.9 million liability, exceeding the $1.5 million principal amount obtained from the note. As of March 31, 2022 and December 31, 2021, the fair value of the Working Capital Warrants was approximately $0.7 million and $1.2 million, respectively. Other Related Party Transactions As of March 31, 2022 and December 31, 2021, the Company has a balance of $547,403 and $517,403, respectively, due to parties affiliated with the Sponsor, directors and officers of the Company. The amounts owed are attributable to the administrative services agreement, reimbursable expenses related to the Initial Public Offering process and search for a Business Combination, and certain invoices paid by related parties on the Company’s behalf. Administrative Services Agreement The Company entered into an agreement that commenced on the date that the Company’s securities were first listed on the NYSE and is effective through the earlier of consummation of the initial Business Combination and the liquidation, the Company pays the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. The Company incurred $30,000 in these fees for the three months ended March 31, 2022 and 2021. As of March 31, 2022 and December 31, 2021, $150,000 and $120,000, respectively, were included as in the accompanying condensed balance sheets as amounts due to related party for these services. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, officers, directors, or any of their respective affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to the registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus to purchase up to 7,500,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment option on October 6, 2020. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $11.5 million in the aggregate , paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $20.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties 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 unaudited condensed 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 unaudited condensed financial statements. Management is continuing 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 unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
DERIVATIVE WARRANT LIABILITIES
DERIVATIVE WARRANT LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
DERIVATIVE WARRANT LIABILITIES. | |
DERIVATIVE WARRANT LIABILITIES | NOTE 7. DERIVATIVE WARRANT LIABILITIES As of March 31, 2022 and December 31, 2021, there were 11,500,000 Public Warrants, 9,000,000 Private Placement Warrants and 1,000,000 Working Capital Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price (and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price see “— Redemption of warrants for cash when the price per class A ordinary share equals or exceeds $ 18.00 Redemption of warrants for Class A ordinary shares when the price per class A ordinary share equals or exceeds $ 10.00 The Private Placement Warrants and the Working Capital Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants, the Working Capital Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants and the Working Capital Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (ii) except as described below, the Private Placement Warrants and the Working Capital Warrants will be non-redeemable so long as they are held by the Sponsor or such its permitted transferees and (iii) the Sponsor or its permitted transferees will have the option to exercise the Private Placement Warrants and the Working Capital Warrants on a cashless basis and have certain registration rights. If the Private Placement Warrants and the Working Capital Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants and the Working Capital Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00 : ● 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 to each warrant holder; and ● if, and only if, the last reported sales price (the “closing price”) of Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share sub-divisions, 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 (the “Reference Value”). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 : ● 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 Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $ 10.00 per Public Share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; and ● if the Reference Value is less than $ 18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants as described above. The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
CLASS A ORDINARY SHARES SUBJECT
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | 3 Months Ended |
Mar. 31, 2022 | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | NOTE 8. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of March 31, 2022 and December 31, 2021, there were 57,500,000 Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity on the balance sheets. The Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled on the following table: Gross proceeds $ 575,000,000 Less: Amount allocated to Public Warrants (14,605,000) Class A ordinary shares issuance costs (31,555,485) Plus: Accretion of carrying value to redemption value 46,160,485 Class A ordinary shares subject to possible redemption, December 31, 2021 $ 575,000,000 Deemed dividend - increase in redemption value of Class A ordinary shares subject to redemption 160,582 Class A ordinary shares subject to possible redemption, March 31, 2022 $ 575,160,582 |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 3 Months Ended |
Mar. 31, 2022 | |
SHAREHOLDERS' DEFICIT | |
SHAREHOLDERS' DEFICIT | NOTE 9. SHAREHOLDERS’ DEFICIT Preference Shares — Class A Ordinary Shares — Class B Ordinary Shares — Class A and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. The provisions of the Amended and Restated Memorandum and Articles of Association governing the appointment or removal of directors prior to the initial Business Combination may only be amended by a special resolution passed by holders representing at least two- thirds The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the consummation of the Initial Public Offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (net of any redemptions of Class A ordinary shares by Public Shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, members of the founding team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy: March 31, 2022 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments Held in the Trust Account: Money Market Funds $ 575,260,582 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 8,280,000 $ — $ — Derivative warrant liabilities - Private Placement Warrants $ — $ 6,480,000 $ — Derivative warrant liabilities - Working Capital Warrants $ — $ 720,000 $ — December 31, 2021 Significant Quoted Prices Other Significant Other in Active Observable Unobservable Markets Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments Held in the Trust Account: Money Market Funds $ 575,202,660 $ — $ — Liabilities: Derivative warrant liabilities – Public Warrants $ 13,340,000 $ — $ — Derivative warrant liabilities – Private Placement Warrants $ — $ 10,440,000 $ — Derivative warrant liabilities – Working Capital Warrants $ — $ 1,160,000 $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers to/from Levels 1, 2, and 3 during the three months ended March 31, 2022 or 2021.The valuation of the Private Placement Warrants transferred from a Level 3 fair value measurement to a Level 2 fair value measurement effective April 1, 2021. Level 1 assets include investments in money market funds that invest solely in U.S. government securities as of March 31, 2022 and December 31, 2021. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Initial Public Offering is measured at their listed trading prices. The fair value of the Private Placement Warrants and the Working Capital Warrants are measured by reference to the Public Warrant trading price. As the transfer of Private Placement Warrants and Working Capital Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants and the Working Capital Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant and each Working Capital Warrant is equivalent to that of each Public Warrant. For the three months ended March 31, 2022 and 2021, the Company recognized a gain resulting from a decrease in the fair value of derivative warrant liabilities of $9.5 million and approximately $165,000, respectively, presented as a change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statements of operations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements which have not previously been disclosed within the unaudited condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC for interim reporting. Accordingly, they do not include all of the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022 or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K and prospectus filed by the Company with the SEC on April 6, 2022. |
Emerging Growth Company | Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. This may make comparison of the Company's financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The determination of fair value of the warrant liabilities is considered to be a significant estimate. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2022 and December 31, 2021. |
Concentration of Credit Risk | Concentrations 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 limits of $250,000. As of March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest earned on investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets except for derivative warrant liabilities (see Note 10). |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815-15, “Derivatives and Hedging – Embedded Derivatives.” The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants (as defined in Note 3), Private Placement Warrants and Working Capital Warrants (as defined in Note 5) are recognized as derivative liabilities in accordance with ASC Topic 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity.” Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The fair value of Public Warrants issued in connection with the Initial Public Offering was initially measured at fair value using a Monte Carlo simulation model and subsequently measured based on the listed market price of such Public Warrants. The fair value of Private Placement Warrants was initially measured at fair value using a Black Scholes simulation model. On May 24, 2021, the Company issued Working Capital Warrants to the Sponsor (see Note 5). The fair value of the Private Placement Warrants, beginning in April 2021, and the Working Capital Warrants have been measured by reference to the Public Warrant trading price. As the transfer of Private Placement Warrants and Working Capital Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants and Working Capital Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant and Working Capital Warrants is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 57,500,000 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Subsequently, the Company recognized changes in the redemption value as a deemed dividend as reflected on the accompanying unaudited condensed statements of changes in shareholders’ deficit. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares, which assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss), by the weighted average of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 21,500,000 ordinary shares in the calculation of diluted income (loss) per share because their exercise is contingent upon future events. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Three Months Ended March 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 7,397,002 $ 1,849,250 $ (753,395) $ (188,349) Denominator: Basic and diluted weighted average ordinary shares outstanding 57,500,000 14,375,000 57,500,000 14,375,000 Basic and diluted net income (loss) per ordinary share $ 0.13 $ 0.13 $ (0.01) $ (0.01) |
Income Taxes | Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (AS RESTATED) (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of basic and diluted net income (loss) per ordinary share | For the Three Months Ended March 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 7,397,002 $ 1,849,250 $ (753,395) $ (188,349) Denominator: Basic and diluted weighted average ordinary shares outstanding 57,500,000 14,375,000 57,500,000 14,375,000 Basic and diluted net income (loss) per ordinary share $ 0.13 $ 0.13 $ (0.01) $ (0.01) |
CLASS A ORDINARY SHARES SUBJE_2
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | |
Summary of reconciliation of Class A common stock reflected on the balance sheet | The Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled on the following table: Gross proceeds $ 575,000,000 Less: Amount allocated to Public Warrants (14,605,000) Class A ordinary shares issuance costs (31,555,485) Plus: Accretion of carrying value to redemption value 46,160,485 Class A ordinary shares subject to possible redemption, December 31, 2021 $ 575,000,000 Deemed dividend - increase in redemption value of Class A ordinary shares subject to redemption 160,582 Class A ordinary shares subject to possible redemption, March 31, 2022 $ 575,160,582 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
Schedule of financial assets that are measured at fair value on a recurring basis | March 31, 2022 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments Held in the Trust Account: Money Market Funds $ 575,260,582 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 8,280,000 $ — $ — Derivative warrant liabilities - Private Placement Warrants $ — $ 6,480,000 $ — Derivative warrant liabilities - Working Capital Warrants $ — $ 720,000 $ — December 31, 2021 Significant Quoted Prices Other Significant Other in Active Observable Unobservable Markets Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments Held in the Trust Account: Money Market Funds $ 575,202,660 $ — $ — Liabilities: Derivative warrant liabilities – Public Warrants $ 13,340,000 $ — $ — Derivative warrant liabilities – Private Placement Warrants $ — $ 10,440,000 $ — Derivative warrant liabilities – Working Capital Warrants $ — $ 1,160,000 $ — |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Financing (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 06, 2020 | Mar. 31, 2022 |
Initial Public Offering | ||
Share price | $ 10 | |
Public Offering | ||
Initial Public Offering | ||
Number of shares issued | 57,500,000 | |
Share price | $ 10 | |
Proceeds from issuance of shares | $ 575 | |
Offering costs | 32.4 | |
Deferred underwriting commissions | $ 20.1 | |
Over-allotment | ||
Initial Public Offering | ||
Number of shares issued | 7,500,000 | |
Private Placement | ||
Initial Public Offering | ||
Number of warrants to purchase shares issued (in shares) | 9,000,000 | 9,000,000 |
Price of warrants | $ 1.50 | |
Proceeds from issuance of warrants | $ 13.5 | $ 13.5 |
DESCRIPTION OF ORGANIZATION A_3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Trust Account (Details) - USD ($) | Oct. 06, 2020 | Mar. 31, 2022 |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||
Principal deposited in Trust Account | $ 575,000,000 | |
Share price | $ 10 | |
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account | 80.00% | |
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | |
Minimum net tangible assets upon consummation of the Company's initial Business Combination and after payment of underwriters fees and commissions | $ 5,000,001 | |
Threshold percentage of Class A Ordinary Shares subject to redemption without the Company's prior written consent | 15.00% | |
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |
Threshold period from closing of initial public offering the company is obligated to complete business combination | 24 months | |
Threshold period from closing of initial public offering the company is obligated to complete business combination, if a letter of intent is executed | 27 months | |
Threshold business days for redemption of public shares | 10 days | |
Minimum net interest to pay dissolution expenses | $ 100,000 |
DESCRIPTION OF ORGANIZATION A_4
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Liquidity (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||
Amount held in operating bank accounts | $ 1,633,284 | $ 1,809,415 |
Working capital deficit | 400,000 | |
Contribution from sponsor | $ 25,000 | |
Threshold period from closing of initial public offering the company is obligated to complete business combination | 24 months | |
Sponsor Loans | ||
Organization, Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||
Loan from the Sponsor | $ 208,000 | |
Amount outstanding under the loan | 0 | 0 |
Working Capital Loans | ||
Organization, Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||
Amount outstanding under the loan | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of credit risk, Cash and Cash Equivalents, Class A Ordinary Shares subject to possible redemption (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
FDIC insured amount | $ 250,000 | |
Class A ordinary shares | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Shares of Class A ordinary shares subject to possible redemption, shares outstanding | 57,500,000 | 57,500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) per Ordinary Share (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Sep. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Number of ordinary shares of in the calculation of diluted income (loss) per share | 21,500,000 | ||
Class A ordinary shares | |||
Numerator: | |||
Allocation of net income (loss) | $ 7,397,002 | $ (753,395) | |
Denominator: | |||
Weighted average shares outstanding, Basic | 57,500,000 | 57,500,000 | |
Weighted average shares outstanding, Diluted | 57,500,000 | 57,500,000 | |
Earnings (losses) per share, Basic | $ 0.13 | $ (0.01) | |
Earnings (losses) per share, Diluted | $ 0 | $ 0.13 | $ (0.01) |
Class B ordinary shares | |||
Numerator: | |||
Allocation of net income (loss) | $ 1,849,250 | $ (188,349) | |
Denominator: | |||
Weighted average shares outstanding, Basic | 14,375,000 | 14,375,000 | |
Weighted average shares outstanding, Diluted | 14,375,000 | 14,375,000 | |
Earnings (losses) per share, Basic | $ 0.13 | $ (0.01) | |
Earnings (losses) per share, Diluted | $ 0.13 | $ (0.01) |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Amounts accrued for interest and penalties | $ 0 | $ 0 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 06, 2020 | Apr. 30, 2021 |
Class A ordinary shares | ||
Initial Public Offering | ||
Exercise price of warrants (in dollars per share) | $ 1.50 | |
Public Offering | ||
Initial Public Offering | ||
Number of shares issued | 57,500,000 | |
Proceeds from issuance of shares | $ 575 | |
Offering costs | 32.4 | |
Deferred underwriting commissions in connection with the initial public offering | $ 20.1 | |
Public Offering | Class A ordinary shares | ||
Initial Public Offering | ||
Number of shares in a unit | 1 | |
Number of warrants in a unit | 0.2 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | |
Over-allotment | ||
Initial Public Offering | ||
Number of shares issued | 7,500,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 06, 2020 | Aug. 19, 2020 | Mar. 31, 2022 | Apr. 30, 2021 |
Private Placement | ||||
Private Placement | ||||
Number of warrants to purchase shares issued (in shares) | 9,000,000 | 9,000,000 | ||
Price of warrants (in dollars per share) | $ 1.50 | |||
Proceeds from issuance of warrants | $ 13.5 | $ 13.5 | ||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |||
Class A ordinary shares | ||||
Private Placement | ||||
Conversion Price of Warrant | $ 1.50 | |||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | |||
Class A ordinary shares | Private Placement | ||||
Private Placement | ||||
Number of shares issuable per warrant (in shares) | 1 | |||
Conversion Price of Warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Aug. 19, 2020USD ($)$ / sharesshares |
Class B ordinary shares | Sponsor | |
Related Party Transactions | |
Consideration received | $ | $ 25,000 |
Number of shares issued (in shares) | 14,375,000 |
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% |
Number of shares subject to forfeiture (in shares) | 1,875,000 |
Class A ordinary shares | |
Related Party Transactions | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 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 |
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 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 |
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related Party Loans and Other Related Party Transactions (Details) - USD ($) | May 24, 2021 | Apr. 30, 2021 | Aug. 19, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 06, 2020 |
Related Party Transactions | ||||||
Due to related parties | $ 547,403 | $ 517,403 | ||||
Sponsor Loans | ||||||
Related Party Transactions | ||||||
Amounts of transaction | $ 1,500,000 | $ 1,500,000 | ||||
Loss on fair value of warrants due to conversion to working capital warrants | 420,000 | |||||
Related party notes, outstanding balance | $ 208,000 | |||||
Fair value of Working Capital Warrants | 700,000 | $ 1,200,000 | ||||
Proceeds held in the trust account | 0 | |||||
Loans convertible into warrants | $ 1,900,000 | |||||
Loan from the Sponsor | 208,000 | |||||
Warrant issued upon conversion | 1,000,000 | |||||
Sponsor Loans | Maximum | ||||||
Related Party Transactions | ||||||
Amounts of transaction | $ 300,000 | |||||
Working Capital Loans | ||||||
Related Party Transactions | ||||||
Related party notes, outstanding balance | $ 0 | |||||
Price of warrants (in dollars per share) | $ 1.50 | |||||
Working Capital Loans | Maximum | ||||||
Related Party Transactions | ||||||
Loans convertible into warrants | $ 1,500,000 | |||||
Class A ordinary shares | ||||||
Related Party Transactions | ||||||
Amount of drawn to fund the operations | $ 1,500,000 | |||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Conversion Price of Warrant | $ 1.50 | |||||
Class A ordinary shares | Maximum | ||||||
Related Party Transactions | ||||||
Conversion Price of Warrant | 11.50 | |||||
Class A ordinary shares | Unsecured Promissory Note | Sponsor | ||||||
Related Party Transactions | ||||||
Number of shares issuable per warrant | 1 | |||||
Private Placement | ||||||
Related Party Transactions | ||||||
Price of warrants (in dollars per share) | $ 1.50 | |||||
Private Placement | Class A ordinary shares | ||||||
Related Party Transactions | ||||||
Number of shares issuable per warrant | 1 | |||||
Conversion Price of Warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Administrative Support Agreement (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Related Party Transactions | |||
Due to related parties | $ 547,403 | $ 517,403 | |
Administrative Services Agreement | |||
Related Party Transactions | |||
Expenses per month | 10,000 | ||
Expenses incurred | 30,000 | $ 30,000 | |
Due to related parties | $ 150,000 | $ 120,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($)item$ / sharesshares | |
Initial Public Offering | |
Number of demands allowed the securities holders of the Company to register the securities | item | 3 |
Underwriters period to purchase additional shares | 45 days |
Additional units underwriters have option to purchase | shares | 7,500,000 |
Over-allotment | |
Initial Public Offering | |
Underwriting discount per unit | $ / shares | $ 0.20 |
Payments of underwriting discount | $ | $ 11.5 |
Deferred underwriting discount per unit | $ / shares | $ 0.35 |
Deferred underwriting compensation | $ | $ 20.1 |
DERIVATIVE WARRANT LIABILITIES
DERIVATIVE WARRANT LIABILITIES - Warrants (Details) - $ / shares | Aug. 19, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2021 |
Warrants | ||||
Public Warrants expiration term | 5 years | |||
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent) | 60.00% | |||
Redemption period | 30 days | |||
Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | ||||
Warrants | ||||
Redemption price per public warrant (in dollars per share) | $ 18 | |||
Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00 | ||||
Warrants | ||||
Redemption price per public warrant (in dollars per share) | $ 10 | |||
Public Warrants | ||||
Warrants | ||||
Number Of Fractional Warrants Issued Upon Separation Of Units | 0 | |||
Warrants Outstanding | 11,500,000 | 11,500,000 | ||
Threshold maximum period for registration statement to become effective after business combination | 60 days | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |||
Public Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | ||||
Warrants | ||||
Redemption price per public warrant (in dollars per share) | $ 0.01 | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | |||
Public Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00 | ||||
Warrants | ||||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |||
Redemption price per public warrant (in dollars per share) | $ 0.10 | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | |||
Private Placement Warrants | ||||
Warrants | ||||
Warrants Outstanding | 9,000,000 | 9,000,000 | ||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |||
Private Placement Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | ||||
Warrants | ||||
Threshold trading days for redemption of public warrants | 20 days | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |||
Threshold consecutive trading days for redemption of public warrants | 30 days | |||
Working Capital Warrants. | ||||
Warrants | ||||
Warrants Outstanding | 1,000,000 | 1,000,000 | ||
Class A ordinary shares | ||||
Warrants | ||||
Exercise price of warrants (in dollars per share) | $ 1.50 | |||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | |||
Threshold trading days for calculating Market Value | 10 days | |||
Minimum number of shares per warrant in redemption feature | 0.361 | |||
Class A ordinary shares | Minimum | ||||
Warrants | ||||
Exercise price of warrants (in dollars per share) | $ 9.20 | |||
Class A ordinary shares | Maximum | ||||
Warrants | ||||
Exercise price of warrants (in dollars per share) | $ 11.50 | |||
Class A ordinary shares | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | ||||
Warrants | ||||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | |||
Class A ordinary shares | Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00 | ||||
Warrants | ||||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180.00% | |||
Class A ordinary shares | Public Warrants | ||||
Warrants | ||||
Public Warrants exercisable term after the completion of a business combination | 30 days | |||
Public Warrants exercisable term from the closing of the public offering | 12 months | |||
Threshold maximum period for filing registration statement after business combination | 20 days |
CLASS A ORDINARY SHARES SUBJE_3
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details) - Class A ordinary shares - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2021 |
Temporary Equity [Line Items] | |||
Number of shares authorized | 500,000,000 | 500,000,000 | |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Number of votes per share | $ 1 | ||
Ordinary shares outstanding | 57,500,000 | 57,500,000 |
CLASS A ORDINARY SHARES SUBJE_4
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION- Condensed balance sheet (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | ||
Gross proceeds | $ 575,000,000 | |
Amount allocated to Public Warrants | (14,605,000) | |
Class A ordinary shares issuance costs | (31,555,485) | |
Accretion of carrying value to redemption value | 46,160,485 | |
Class A ordinary shares subject to possible redemption | 575,160,582 | $ 575,000,000 |
Deemed dividend - increase in redemption value of Class A ordinary shares subject to redemption | $ 160,582 |
SHAREHOLDERS' DEFICIT - Prefere
SHAREHOLDERS' DEFICIT - Preference Shares (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
SHAREHOLDERS' DEFICIT | ||
Preference shares, shares authorized | 1,000,000 | 1,000,000 |
Preference shares, par value | $ 0.0001 | $ 0.0001 |
Preference shares, shares issued | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
SHAREHOLDERS' DEFICIT - Ordinar
SHAREHOLDERS' DEFICIT - Ordinary Shares (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022$ / sharesshares | Dec. 31, 2021$ / sharesshares | Apr. 30, 2021$ / shares | |
Common Stock | |||
Proportion of votes required for special resolution | 67 | ||
Class A ordinary shares | |||
Common Stock | |||
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | $ / shares | $ 1 | ||
Class A ordinary shares, outstanding | 57,500,000 | 57,500,000 | |
Ordinary shares, shares issued (in shares) | 57,500,000 | 57,500,000 | |
Class B ordinary shares | |||
Common Stock | |||
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | $ / shares | $ 1 | ||
Ordinary shares, shares issued (in shares) | 14,375,000 | 14,375,000 | |
Shares of Class A non-redeemable ordinary share | 14,375,000 | 14,375,000 | |
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares | 20.00% | ||
Conversion ratio | 1 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative warrant liabilities | $ 15,480,000 | $ 24,940,000 | |
Change in fair value of derivative warrant liabilities | (9,460,000) | $ (165,000) | |
Level 1 | Mutual Funds | Measured on a recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments held in Trust Account | 575,260,582 | ||
Level 1 | Money market funds | Measured on a recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments held in Trust Account | 575,202,660 | ||
Derivative warrant liabilities | 13,340,000 | ||
Level 2 | Measured on a recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative warrant liabilities | 10,440,000 | ||
Public Warrants | Level 1 | Measured on a recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative warrant liabilities | 8,280,000 | ||
Private Placement Warrants | Level 2 | Measured on a recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative warrant liabilities | 6,480,000 | ||
Working Capital Warrants | Level 2 | Measured on a recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative warrant liabilities | $ 720,000 | $ 1,160,000 |