Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 25, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | SVF INVESTMENT CORP. | ||
Entity File Number | 001-39862 | ||
Entity Tax Identification Number | 98-1561624 | ||
Entity Central Index Key | 0001828478 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Interactive Data Current | Yes | ||
City Area Code | 650 | ||
Local Phone Number | 562-8100 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Address, Address Line One | 1 Circle Star Way | ||
Entity Shell Company | true | ||
Entity Address, State or Province | CA | ||
Entity Address, City or Town | San Carlos | ||
Entity Address, Postal Zip Code | 94070 | ||
Entity Incorporation, State or Country Code | E9 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 571,538,240 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | NY | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | SVFA | ||
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 48,845,050 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 15,093,750 | ||
Capital Units [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | SVFAU | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant | ||
Security Exchange Name | NASDAQ | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | SVFAW | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | ||
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 957,030 | $ 0 |
Due from related party | 5,452 | |
Prepaid expenses | 1,170,054 | 12,945 |
Total current assets | 2,132,536 | 12,945 |
Investments held in Trust Account | 603,786,848 | |
Deferred offering costs associated with the initial public offering | 605,335 | |
Total Assets | 605,919,384 | 618,280 |
Current liabilities: | ||
Accounts payable | 129,682 | 353,332 |
Accrued expenses | 359,777 | 197,236 |
Due to related party | 273,438 | |
Working capital loan—related party | 2,343,620 | |
Note payable—related party | 172,732 | |
Total current liabilities | 3,106,517 | 723,300 |
Deferred underwriting commissions | 21,131,250 | |
Derivative liabilities | 36,984,990 | |
Total liabilities | 61,222,757 | 723,300 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 60,375,000 and -0- shares at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively | 603,750,000 | |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | |
Additional paid-in capital | 23,491 | |
Accumulated deficit | (59,054,882) | (130,020) |
Total shareholders' deficit | (59,053,373) | (105,020) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 605,919,384 | 618,280 |
Common Class B [Member] | ||
Shareholders' Deficit: | ||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 15,093,750 shares issued and outstanding as of December 31, 2021 and 2020 | $ 1,509 | $ 1,509 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, shares subject to possible redemption, par value | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Issued | 60,375,000 | 0 |
Temporary Equity, Shares Outstanding | 60,375,000 | 0 |
Temporary equity, redemption price per share | $ 10 | $ 10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 0 | |
Common stock, shares outstanding | 23,000,000 | 0 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 15,093,750 | 15,093,750 |
Common stock, shares outstanding | 15,093,750 | 15,093,750 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
General and administrative expenses | $ 130,020 | $ 2,298,559 |
General and administrative expenses - related party | 0 | 28,166,170 |
Loss from operations | (130,020) | (30,464,729) |
Other income (expense) | ||
Offering costs associated with derivative warrant liabilities | 0 | (2,567,170) |
Loss on the forward purchase agreement | 0 | (97,422,680) |
Loss on working capital loan | 0 | (2,256,980) |
Change in fair value of derivative liabilities | 0 | 147,487,860 |
Change in fair value of working capital loan | 0 | 1,913,360 |
Income from investments held in Trust Account | 0 | 36,848 |
Net income (loss) | $ (130,020) | $ 16,726,509 |
Common Class A [Member] | ||
Other income (expense) | ||
Basic and diluted weighted average shares outstanding | 0 | 58,555,479 |
Basic and diluted net income per ordinary share | $ 0 | $ 0.23 |
Non Redeemable [Member] | ||
Other income (expense) | ||
Basic and diluted weighted average shares outstanding | 13,125,000 | 15,034,418 |
Basic and diluted net income per ordinary share | $ (0.01) | $ 0.23 |
Condensed Statements of Opera_2
Condensed Statements of Operations (Parenthetical) - shares | Dec. 31, 2021 | Jan. 12, 2021 |
Founder Shares [Member] | ||
Temporary equity, shares outstanding | 1,968,750 | 1,968,750 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficit - USD ($) | Total | Ordinary Shares [Member]Common Class A [Member] | Ordinary Shares [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Oct. 04, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (Shares) at Oct. 04, 2020 | 0 | 0 | |||
Sale of private placement shares to Sponsor | 25,000 | $ 0 | $ 1,509 | 23,491 | 0 |
Sale of private placement shares to Sponsor (Shares) | 0 | 15,093,750 | |||
Net (loss) income | (130,020) | $ 0 | 0 | (130,020) | |
Ending balance at Dec. 31, 2020 | (105,020) | $ 0 | $ 1,509 | 23,491 | (130,020) |
Ending balance (Shares) at Dec. 31, 2020 | 0 | 15,093,750 | |||
Accretion of Class A ordinary shares subject to redemption amount | (75,674,862) | $ 0 | $ 0 | (23,491) | (75,651,371) |
Accretion of Class A ordinary shares subject to redemption amount (shares) | 0 | 0 | |||
Net (loss) income | 16,726,509 | 16,726,509 | |||
Ending balance at Dec. 31, 2021 | $ (59,053,373) | $ 0 | $ 1,509 | $ 0 | $ (59,054,882) |
Ending balance (Shares) at Dec. 31, 2021 | 0 | 15,093,750 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ (130,020) | $ 16,726,509 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
General and administrative expenses paid by related party under promissory note | 800 | 60,201 |
Non-cash compensation to Sponsor | 28,056,170 | |
Offering costs associated with derivative warrant liabilities | 0 | 2,567,170 |
Loss on the forward purchase agreement | 0 | 97,422,680 |
Loss on working capital loan | 0 | 2,256,980 |
Change in fair value of derivative liabilities | 0 | (147,487,860) |
Change in fair value of working capital loan | 0 | (1,913,360) |
Income from investments held in Trust Account | 0 | (36,848) |
Changes in operating assets and liabilities: | ||
Due from related party | (5,452) | |
Prepaid expenses | 12,055 | (1,157,109) |
Accounts payable | 71,101 | (240,955) |
Accrued expenses | 46,064 | 238,713 |
Due to related party | 273,438 | |
Net cash used in operating activities | (3,239,723) | |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (603,750,000) | |
Net cash used in investing activities | (603,750,000) | |
Cash Flows from Financing Activities: | ||
Proceeds received from working capital loan to related party | 2,000,000 | |
Repayment of note payable to related party | (295,732) | |
Proceeds received from initial public offering, gross | 603,750,000 | |
Proceeds received from private placement | 14,075,000 | |
Offering costs paid | (11,582,515) | |
Net cash provided by financing activities | 607,946,753 | |
Net increase in cash | 957,030 | |
Cash—beginning of the period | 0 | |
Cash—end of the period | 0 | 957,030 |
Supplemental disclosure of noncash investing and financing activities: | ||
Offering costs included in accounts payable | 282,231 | 17,305 |
Offering costs included in accrued expenses | 151,172 | 75,000 |
Offering costs paid by related party under promissory note | 171,942 | 62,800 |
Reversal of accrued expenses | (151,172) | |
Deferred underwriting commissions | $ 21,131,250 | |
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | $ 25,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations SVF Investment Corp., formerly known as Gazelle Opportunities I (Cayman), (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 5, 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”). As of December 31, 2021, the Company had not yet commenced operations. All activity for the period from October 5, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is SVF Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated its Initial Public Offering of 60,375,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 7,875,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately $603.8 million, and incurring offering costs of approximately $33.9 million, of which approximately $21.1 million was deferred underwriting commissions (see Note 6). On April 22, 2021, the underwriters made a payment to the Company in an amount of $600,000 to reimburse certain of the expenses in connection with its Initial Public Offering. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 9,383,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $14.1 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $603.8 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) 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 having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (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). The per-share Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide 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, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 12, 2023, (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public Shares, at a per-share In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses 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 Liquidity and Going Concern As of December 31, 2021, the Company had approximately $1.0 million in its operating bank account and a working capital deficit of approximately $1.0 million. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs were satisfied through the payment by the Company’s Sponsor of $ for certain offering costs on the Company’s behalf in exchange for the issuance of the Founder Shares, and loans proceeds from our Sponsor of $ pursuant to the Note (see Note 5). The Company repaid the Note in full on January 13, 2021. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs will be satisfied with a portion of the proceeds of million from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2021, $2.0 million was drawn under the Working Capital Loans. In connection with the Company’s assessment of going concern considerations if the Company is unable to complete a Business Combination with 24 months from closing of the Initial Public Offering, or January 12, 2023 management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a period of time which is considered to be one year from the issuance of these financial statements. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. In August, 2021, the Company entered a Loan Agreement (the “Agreement”) with the Sponsor, pursuant to which the Company may borrow up to $1,000,000 from the Sponsor for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination. There will be no interest accrued under the Agreement. All unpaid principal under the Agreement will be due and payable in full on the effective date of the Business Combination. In connection with the Company’ s assessment of going concern considerations management has determined that the mandatory liquidation and subsequent dissolution if the Company is unable to complete a Business Combination with 24 months from closing of the Initial Public Offering, or January 12, 2023, raises substantial doubt about the Company’ s ability to continue as a going concern for a period of time which is considered to be one year from the issuance of these financial statements. The accompanying financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Policies Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 and investments held in the Trust Account. As of December 31, 2021 and 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 held outside the Trust Account as of December 31, 2021 and 2020. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying 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, excluding the derivative warrant liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” equal or approximate the carrying amounts represented in the balance sheet. 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 consist of: • 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. Working Capital Loan – Related Party The Company has elected the fair value option to account for its working capital loan – related party with its Sponsor as defined and more fully described in Note 5. As a result of applying the fair value option, the Company records each draw at fair value Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The 12,075,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”), the 9,383,333 Private Placement Warrants, the 5,000,000 committed forward purchase warrants and the 1,000,000 additional forward purchase warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and the difference between the fair value and the book value recognized as a loss. The Company adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of the Public Warrants issued in connection with the Public Offering, Private Placement Warrants and Forward Purchase Agreement were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants and forward purchase warrants have been estimated using a Monte Carlo simulation model at each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative liabilities are expensed as incurred, presented as non-operating the Class A ordinary shares were included in temporary equity along with accretion of the Class A ordinary shares. For statements non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity (deficit). The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at the Initial Public Offering and as of December 31, 2021, 60,375,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s balance sheets. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid-in Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not December 31 , There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata between Class A ordinary shares subject to possible redemption and non-redeemable Non-redeemable 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 21,458,333 ordinary shares since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the year ended December 31, 2021 and for the period from October 5, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the year ended December 31, 2021 For the period from October 5, 2020 Class A ordinary Non-redeemable Class A ordinary Non-redeemable Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 13,309,283 $ 3,417,226 $ — $ (130,020 ) Denominator: Basic and diluted weighted average ordinary share outstanding 58,555,479 15,034,418 — 13,125,000 (1) Basic and diluted net income (loss) per ordinary share $ 0.23 $ 0.23 $ — $ (0.01 ) (1) This number excludes an aggregate of up to 1,968,750 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On January 12, 2021, the underwriters fully exercised the over-allotment option; thus, these shares are no longer subject to forfeiture. Non-cash The Company records non-cash Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, (Subtopic 470-20) and (Subtopic 815-40): Accounting (“ASU 2020-06”), which ASU 2020-06 on Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On January 12, 2021, the Company consummated its Initial Public Offering of 60,375,000 Units, including 7,875,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $603.8 million, and incurring offering costs of approximately $33.9 million, of which approximately $21.1 million was deferred underwriting commissions. On April 22, 2021, the underwriters made a payment to the Company in an amount of $600,000 to reimburse certain of the expenses in connection with its Initial Public Offering. Of the 60,375,000 Units sold, an aggregate of 2,527,000 Units were purchased by certain of the Company’s directors and officers. Each Unit consists of one Class A ordinary share and one-fifth |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 9,383,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $14.1 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 The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On October 10, 2020, the Company issued 11,500,000 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for the payment of $25,000 from the Sponsor to cover for certain expenses on behalf of the Company. On November 13, 2020, the Company effected a share dividend with respect to Class B ordinary shares, resulting in an aggregate of 15,093,750 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend as of October 5, 2020 (inception). Subsequent to October 10, 2020, the Sponsor transferred an aggregate of 150,000 Founder Shares to the Company’s independent directors. The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,968,750 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the number of Class A ordinary shares to be sold pursuant to the Forward Purchase Agreement). On January 12, 2021, the underwriters fully exercised the over-allotment option; thus, these 1,968,750 Founder Shares are no longer subject to forfeiture. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares and the Forward Purchase Investor agreed not to transfer, assign or sell any of its Forward purchase units until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading . Prior to closing the Initial Public Offering, in December 2020, the Sponsor transferred 150,000 shares of our Class B ordinary shares to the Company’s independent directors (the “Transferred Shares”). The Transferred Shares shall vest upon the Company consummating an Initial Business Combination. The sale or transfers of the Founders Shares to members of the Company’s the board of directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of December 31, 2021, the Company determined that a Business Combination is not considered probable until the business combination is completed, and therefore, no stock-based compensation expense has been recognized. Sale of Units to Related Party Certain of the Company’s directors and officers have purchased up to 3,000,000 units in the aggregate offered in the Initial Public Offering. These individuals were granted resale registration rights in connection with such purchases. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Related Party Loans On October 7, 2020, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”), which was later amended on December 21, 2020. The Note was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates 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 will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account 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 lenders’ discretion, up to $2.0 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. As of December 31 In August 2021, the Company entered a Loan Agreement (the “Agreement”) with the Sponsor, pursuant to which the Company may borrow up to $1,000,000 from the Sponsor for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination. There will be no interest accrued under the Agreement. All unpaid principal under the Agreement will be due and payable in full on the effective date of the Business Combination. As of December 31, 2021, the Company had no outstanding borrowing under the Agreement. Due from Related Party Due from related party consist of amounts due from the Sponsor or an affiliate of the Sponsor. As of December 31, 2021 and 2020, the Company recorded approximately $5,000 and $0 on the balance sheets, respectively. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on the NASDAQ through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company by an affiliate of the Sponsor. The Company incurred $110,000 in such fees included as general and administrative expenses to related party on the accompanying statements of operations for the year ended December 31, 2021. As of December 31, 2021, $110,000 is due to the Sponsor and is included in due to related party on the accompanying balance sheets. There was no balance due to related party at December 31, 2020. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket In addition to the administrative services agreement fee of $110,000 (as noted above) approximately 180,000, is due to the Sponsor’s affiliates for reimbursements of expenses and is included in due to related party on the accompanying balance sheets. There was no balance due to related party at December 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Shares, and any shares that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders had 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 The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $12.1 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $21.1 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. On April 22, 2021, the underwriters made a payment to the Company in an amount of $600,000 to reimburse certain of the expenses in connection with its Initial Public Offering. Forward Purchase Agreement On January 7, 2021, the Company entered into a Forward Purchase Agreement (a “Forward Purchase Agreement”) with certain investors (the “Forward Purchase Investor”), which provides for the purchase of $250,000,000 of forward purchase units (the “Forward Purchase Units”), with each unit consisting of one Class A ordinary share (a “Forward Purchase Share”) and one-fifth one-fifth Purchase Securities will be issued only in connection with the closing of the initial Business Combination. The proceeds from the sale of Forward Purchase Securities may be used as part of the consideration to the sellers in the initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post-transaction company. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | Note 7 — Derivative Liabilities As of December 31, 2021, the Company had 12,075,000 Public Warrants and 9,383,333 Private Warrants outstanding. There were no warrants outstanding as of December 31, 2020. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company 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 and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The 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 (excluding any Forward Purchase Securities) at an issue price or effective issue price of less than $9.20 per 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 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, 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 described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” 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 described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants and the Forward Purchase Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering 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 of warrants when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants and the Forward Purchase Warrants): • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of 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; and • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading 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 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 Share Subject
Class A Ordinary Share Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | |
Class A Ordinary Share 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 uncertain future events. The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, there were 60,375,000 Class A ordinary shares outstanding that were subject to possible redemption. There were no Class A ordinary shares issued and outstanding at December 31, 2020. As of December 31, 2021, Class A ordinary shares reflected on the balance sheet are reconciled in the following table: As of December 31, 2021 Gross proceeds $ 603,750,000 Less: Proceeds allocated to public warrants (44,919,000 ) Class A ordinary shares issuance costs (30,755,862 ) Plus: Accretion of carrying value to redemption value 75,674,862 Class A ordinary shares subject to possible redemption $ 603,750,000 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity (Deficit) | Note 9 — Shareholders’ Preference Shares Class A Ordinary Shares 23,000,000 Class B Ordinary Shares Company’s independent directors. Of the 15,093,750 Class B ordinary shares 1,968,750 Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. 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 our shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination or earlier at the option of the holders thereof 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 one-to-one. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 603,786,848 $ — $ — $ 603,786,848 Liabilities: Working capital loan - related party $ — $ — $ 2,343,620 $ 2,343,620 Derivative liabilities - public warrants $ 14,604,180 $ — $ — $ 14,604,180 Derivative liabilities - private warrants $ — $ — $ 12,735,230 $ 12,735,230 Derivative liabilities - forward purchase warrants $ — $ — $ 9,645,580 $ 9,645,580 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from an initial Level 3 measurement to a Level 1 fair value measurement as the Public Warrants were separately listed and traded in January 2021. Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities. 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. Level 3 instruments are comprised of derivative liabilities measured at fair value using a Monte Carlo simulation model. The estimated fair value of the Private Placement Warrants, Working Capital Loan and forward purchase warrants is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of January 12, As of December 31, Option term (in years) 1.4 - 5 0.5 - (5.5 ) Volatility 20.00 % (20.00 )% Risk-free interest rate 0.73 % 1.29 % Expected dividends 0.00 % 0.00 % The change in the fair value of the derivative liabilities measured utilizing Level 3 measurements for the period for the year ended December 31, 2021 is summarized as follows: Derivative liabilities beginning of the period $ — Issuance of derivative liabilities 184,472,850 Transfer of Public Warrants to a Level 1 measurement (44,919,000 ) Change in fair value of derivative liabilities - Level 3 measurement (1) (117,173,040 ) Derivative liabilities at December 31, 2021 - Level 3 measurement 22,380,810 (1) includes a $87.8 million gain from the change in fair value from the forward purchase agreement The change in the fair value of the working capital loan – related party measured with Level 3 inputs for the year ended December 31, 2021 is summarized as follows: Fair Value at January 1, 2021 $ — Initial fair value of working capital loan - related party 4,256,980 Change in fair value of working capital loan - related party (1,913,360 ) Fair value of working capital loan - related party, December 31, 2021 $ 2,343,620 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”). |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 and investments held in the Trust Account. As of December 31, 2021 and 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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 held outside the Trust Account as of December 31, 2021 and 2020. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying 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, excluding the derivative warrant liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” equal or approximate the carrying amounts represented in the balance sheet. |
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 consist of: • 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. |
Working Capital Loan – Related Party | Working Capital Loan – Related Party The Company has elected the fair value option to account for its working capital loan – related party with its Sponsor as defined and more fully described in Note 5. As a result of applying the fair value option, the Company records each draw at fair value |
Derivative Liabilities | Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The 12,075,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”), the 9,383,333 Private Placement Warrants, the 5,000,000 committed forward purchase warrants and the 1,000,000 additional forward purchase warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and the difference between the fair value and the book value recognized as a loss. The Company adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of the Public Warrants issued in connection with the Public Offering, Private Placement Warrants and Forward Purchase Agreement were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants and forward purchase warrants have been estimated using a Monte Carlo simulation model at each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative liabilities are expensed as incurred, presented as non-operating the Class A ordinary shares were included in temporary equity along with accretion of the Class A ordinary shares. For statements non-current |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity (deficit). The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at the Initial Public Offering and as of December 31, 2021, 60,375,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s balance sheets. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid-in |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not December 31 , There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) per Ordinary Shares | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata between Class A ordinary shares subject to possible redemption and non-redeemable Non-redeemable 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 21,458,333 ordinary shares since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the year ended December 31, 2021 and for the period from October 5, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the year ended December 31, 2021 For the period from October 5, 2020 Class A ordinary Non-redeemable Class A ordinary Non-redeemable Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 13,309,283 $ 3,417,226 $ — $ (130,020 ) Denominator: Basic and diluted weighted average ordinary share outstanding 58,555,479 15,034,418 — 13,125,000 (1) Basic and diluted net income (loss) per ordinary share $ 0.23 $ 0.23 $ — $ (0.01 ) (1) This number excludes an aggregate of up to 1,968,750 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On January 12, 2021, the underwriters fully exercised the over-allotment option; thus, these shares are no longer subject to forfeiture. |
Non-cash compensation to Sponsor | Non-cash The Company records non-cash |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, (Subtopic 470-20) and (Subtopic 815-40): Accounting (“ASU 2020-06”), which ASU 2020-06 on Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the year ended December 31, 2021 For the period from October 5, 2020 Class A ordinary Non-redeemable Class A ordinary Non-redeemable Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 13,309,283 $ 3,417,226 $ — $ (130,020 ) Denominator: Basic and diluted weighted average ordinary share outstanding 58,555,479 15,034,418 — 13,125,000 (1) Basic and diluted net income (loss) per ordinary share $ 0.23 $ 0.23 $ — $ (0.01 ) (1) This number excludes an aggregate of up to 1,968,750 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On January 12, 2021, the underwriters fully exercised the over-allotment option; thus, these shares are no longer subject to forfeiture. |
Class A Ordinary Share Subjec_2
Class A Ordinary Share Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | |
Summary of Class A Ordinary Shares Reflected on the Unaudited Condensed Balance Sheet | As of December 31, 2021, Class A ordinary shares reflected on the balance sheet are reconciled in the following table: As of December 31, 2021 Gross proceeds $ 603,750,000 Less: Proceeds allocated to public warrants (44,919,000 ) Class A ordinary shares issuance costs (30,755,862 ) Plus: Accretion of carrying value to redemption value 75,674,862 Class A ordinary shares subject to possible redemption $ 603,750,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Company's Financial Assets And Liabilities | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 603,786,848 $ — $ — $ 603,786,848 Liabilities: Working capital loan - related party $ — $ — $ 2,343,620 $ 2,343,620 Derivative liabilities - public warrants $ 14,604,180 $ — $ — $ 14,604,180 Derivative liabilities - private warrants $ — $ — $ 12,735,230 $ 12,735,230 Derivative liabilities - forward purchase warrants $ — $ — $ 9,645,580 $ 9,645,580 |
Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs As Their Measurement Dates | The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of January 12, As of December 31, Option term (in years) 1.4 - 5 0.5 - (5.5 ) Volatility 20.00 % (20.00 )% Risk-free interest rate 0.73 % 1.29 % Expected dividends 0.00 % 0.00 % |
Summary of Change In The Fair Value Of The Derivative Warrant Liabilities | The change in the fair value of the derivative liabilities measured utilizing Level 3 measurements for the period for the year ended December 31, 2021 is summarized as follows: Derivative liabilities beginning of the period $ — Issuance of derivative liabilities 184,472,850 Transfer of Public Warrants to a Level 1 measurement (44,919,000 ) Change in fair value of derivative liabilities - Level 3 measurement (1) (117,173,040 ) Derivative liabilities at December 31, 2021 - Level 3 measurement 22,380,810 (1) includes a $87.8 million gain from the change in fair value from the forward purchase agreement |
Summary of Fair Value Of Working Capital Loan Related Party | The change in the fair value of the working capital loan – related party measured with Level 3 inputs for the year ended December 31, 2021 is summarized as follows: Fair Value at January 1, 2021 $ — Initial fair value of working capital loan - related party 4,256,980 Change in fair value of working capital loan - related party (1,913,360 ) Fair value of working capital loan - related party, December 31, 2021 $ 2,343,620 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Apr. 22, 2021 | Jan. 12, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Aug. 01, 2021 | Dec. 31, 2020 |
Proceeds from initial public offer | $ 603,750,000 | $ 603,750,000 | ||||
Deferred underwriting commissions | $ 21,100,000 | 21,131,250 | ||||
Cash | 1,000,000 | |||||
Working Capital Deficit | 1,000,000 | |||||
Proceeds from Issuance of Private Placement | 14,075,000 | |||||
Payment to acquire restricted investments | $ 603,750,000 | |||||
Restricted Investments Term | 185 days | 185 days | ||||
Percentage Of Public Shares To Be Redeemed On Non Completion Of Business Combination | 100.00% | |||||
Lock In Period For Redemption Of Public Shares After Closing Of IPO | 24 months | |||||
Dissolution Expense | $ 100,000 | |||||
Percentage of redeemable outstanding Public Shares held in the Trust Account | 100.00% | |||||
Minimum share price of the residual assets remaining available for distribution | $ 10 | |||||
Proceeds from Issuance of Common Stock | $ 2,000,000 | |||||
Due to Related Parties Current | 273,438 | |||||
Threshold limit of regulatory fund withdrawals | $ 250,000 | |||||
Threshold limit for withdrawing regulatory fund in months | 24 months | |||||
Months to complete acquisition | 24 months | |||||
Private Placement Warrants [Member] | ||||||
Class of warrants and rights issued during the period | 9,383,333 | |||||
Class of warrants and rights issued, price per warrant | $ 1.50 | |||||
Proceeds from Issuance of Private Placement | $ 14,100,000 | |||||
Exercise Price of Warrants or Rights | $ 10 | |||||
Sponsor [Member] | ||||||
Minimum Public Share price due to reductions in the value of the trust assets less taxes payable | $ 10 | |||||
Proceeds from unsecured and non-interest bearing promissory note | $ 300,000 | |||||
Due to Related Parties Current | 110,000 | $ 0 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 1,000,000 | |||||
Sponsor [Member] | Founder Shares [Member] | ||||||
Proceeds from Issuance of Common Stock | 25,000 | |||||
Working Capital Loans [Member] | ||||||
Due to Related Parties Current | $ 2,000,000 | |||||
Public Shares [Member] | ||||||
Share Price | $ 10 | |||||
Maximum [Member] | ||||||
Share Price | $ 10 | |||||
Minimum [Member] | ||||||
Percentage Of Fair Market Value Of Target Business To Asset Held In Trust Account | 80.00% | |||||
Net Tangible Assets Required For Consummation Of Business Combination | $ 5,000,001 | |||||
Percentage of redeeming shares of public shares without the company's prior written consent | 15.00% | |||||
Minimum [Member] | Definitive Agreement of Initial Business Combination [Member] | ||||||
Percentage of Voting Interests Acquired | 50.00% | |||||
Over-Allotment Option [Member] | ||||||
Stock shares issued during the period | 7,875,000 | |||||
IPO [Member] | ||||||
Stock shares issued during the period | 60,375,000 | |||||
Proceeds from initial public offer | $ 603,800,000 | |||||
Offering costs | 33,900,000 | |||||
Deferred underwriting commissions | $ 21,100,000 | |||||
Reimbursement of underwriting expenses | $ 600,000 | |||||
Share Price | $ 10 | |||||
Payment to acquire restricted investments | $ 603,800,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Numerator: | ||
Allocation of net income (loss) | $ (130,020) | $ 16,726,509 |
Class A ordinary shares subject to redemption [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 0 | $ 13,309,283 |
Denominator: | ||
Basic and diluted weighted average ordinary share outstanding | 0 | 58,555,479 |
Basic and diluted net income (loss) per ordinary share | $ 0 | $ 0.23 |
Non-redeemable ordinary shares [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ (130,020) | $ 3,417,226 |
Denominator: | ||
Basic and diluted weighted average ordinary share outstanding | 13,125,000 | 15,034,418 |
Basic and diluted net income (loss) per ordinary share | $ (0.01) | $ 0.23 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share (Parenthetical) (Detail) - shares | Dec. 31, 2021 | Jan. 12, 2021 |
Founder Shares [Member] | ||
Earnings Per Share [Line Items] | ||
Temporary equity, shares outstanding | 1,968,750 | 1,968,750 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Jan. 12, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Cash equivalents | $ 0 | $ 0 | ||
FDIC Insured Amount | 250,000 | |||
Unrecognised tax benefits | 0 | |||
Unrecognised tax benefits,accrued interest and penalties | $ 0 | |||
Restricted Investments Term | 185 days | 185 days | ||
Number of warrants or rights outstanding | 0 | |||
Class A ordinary shares at redemption value | $ 603,750,000 | $ 603,750,000 | ||
Additional paid in capital | $ 23,491 | |||
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 21,458,333 | |||
Common Class A [Member] | ||||
Temporary equity shares outstanding | 60,375,000 | 0 | ||
Class A ordinary shares at redemption value | $ 75,674,862 | |||
Additional paid in capital | 75,674,862 | |||
Financing Cost of Derivative Warrant Liabilities [Member] | ||||
Offering Cost | $ 2,600,000 | |||
Public Warrants [Member] | ||||
Number of warrants or rights outstanding | 12,075,000 | |||
Private Placement Warrants [Member] | ||||
Number of warrants or rights outstanding | 9,383,333 | |||
Forward purchase warrants [Member] | ||||
Number of warrants or rights outstanding | 5,000,000 | |||
Derivative liabilities [Member] | ||||
Number of warrants or rights outstanding | 1,000,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Apr. 22, 2021 | Jan. 12, 2021 | Sep. 30, 2021 | Dec. 31, 2021 |
Initial Public Offering [Line Items] | ||||
Proceeds from initial public offer | $ 603,750,000 | $ 603,750,000 | ||
Payments for Underwriting Expense | $ 12,100,000 | |||
Common Class A [Member] | ||||
Initial Public Offering [Line Items] | ||||
Stock Conversion Basis | one-fifth of one redeemable warrant | |||
Common Class A [Member] | Public Warrants [Member] | ||||
Initial Public Offering [Line Items] | ||||
Shares issuable per warrant | 1 | |||
Exercise price of warrant | $ 11.50 | |||
IPO [Member] | ||||
Initial Public Offering [Line Items] | ||||
Proceeds from initial public offer | 603,800,000 | |||
Offering Cost | $ 33,900,000 | |||
Stock issued during period shares new shares | 60,375,000 | |||
Stock repurchased during period, shares | 2,527,000 | |||
Share Price | $ 10 | |||
Deferred underwriting commissions | $ 21,100,000 | |||
Payments for Underwriting Expense | $ 600,000 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering [Line Items] | ||||
Stock issued during period shares new shares | 7,875,000 | |||
Over-Allotment Option [Member] | Common Class A [Member] | ||||
Initial Public Offering [Line Items] | ||||
Stock issued during period shares new shares | 7,875,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Jan. 12, 2021 | Dec. 31, 2021 |
Private Placement [Line Items] | ||
Proceeds received from private placement | $ 14,075,000 | |
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days | |
Private Placement Warrants [Member] | ||
Private Placement [Line Items] | ||
Class of warrants and rights issued during the period | 9,383,333 | |
Class of warrants and rights issued, price per warrant | $ 1.50 | |
Proceeds received from private placement | $ 14,100,000 | |
Exercise price of warrant | $ 10 | |
Private Placement Warrants [Member] | Common Class A [Member] | ||
Private Placement [Line Items] | ||
Shares issuable per warrant | 1 | |
Exercise price of warrant | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jan. 12, 2021 | Oct. 10, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 01, 2021 | Nov. 13, 2020 | Oct. 07, 2020 |
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | |||||||||
Due to related parties current | $ 273,438 | ||||||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | ||||||||
Proceeds from related party | 2,000,000 | ||||||||
Proceeds from initial public offer | $ 603,750,000 | 603,750,000 | |||||||
Administrative service agreement fee | $ 110,000 | ||||||||
IPO [Member] | |||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | |||||||||
Stock Issued During Period, Shares, New Issues | 60,375,000 | ||||||||
Stock repurchased during period, shares | 2,527,000 | ||||||||
Proceeds from initial public offer | $ 603,800,000 | ||||||||
IPO [Member] | Maximum [Member] | |||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | |||||||||
Stock repurchased during period, shares | 3,000,000 | ||||||||
Founder Shares [Member] | |||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | |||||||||
Temporary equity shares outstanding | 1,968,750 | 1,968,750 | |||||||
Founder Shares [Member] | IPO [Member] | |||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | |||||||||
Common stock, threshold percentage on conversion of shares | 20.00% | ||||||||
Sponsor [Member] | |||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | |||||||||
Due to related parties current | 0 | $ 110,000 | $ 0 | ||||||
Related party transaction amount of transaction | 110,000 | ||||||||
Due from Related Parties | 0 | 5,000 | 0 | ||||||
Due to Sponsor Affiliate, Current | $ 0 | 0 | |||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 1,000,000 | ||||||||
Sponsor [Member] | Office Space Administrative And Support Services [Member] | |||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | |||||||||
Related party transaction amount of transaction | 10,000 | ||||||||
Sponsor [Member] | Promissory Note [Member] | |||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | |||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||
Proceeds from related party | 173,000 | ||||||||
Proceeds from initial public offer | $ 296,000 | ||||||||
Sponsor [Member] | Founder Shares [Member] | |||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | |||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 1,968,750 | ||||||||
Sponsor [Member] | Founder Shares [Member] | Independent Directors [Member] | |||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | |||||||||
Stock Issued During Period, Shares, New Issues | 150,000 | ||||||||
Working Capital Loans [Member] | |||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | |||||||||
Due to related parties current | 2,000,000 | ||||||||
Debt Instrument Convertible Into Warrants | $ 2,000,000 | ||||||||
Debt Instrument Conversion Price | $ 1.50 | ||||||||
Working Capital Loan—Related Party [Member] | |||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | |||||||||
Due to related parties current | $ 2,300,000 | ||||||||
Common Class B [Member] | Founder Shares [Member] | |||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | |||||||||
Temporary equity shares outstanding | 15,093,750 | ||||||||
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member] | |||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | |||||||||
Stock Issued During Period, Shares, New Issues | 11,500,000 | ||||||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | ||||||||
Common Class A [Member] | |||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | |||||||||
Temporary equity shares outstanding | 0 | 60,375,000 | 0 | ||||||
Common Class A [Member] | Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member] | |||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | |||||||||
Share transfer, trigger price price per share. | $ 12 | ||||||||
Number of consecutive trading days for determining share price | 20 days | ||||||||
Number Of Trading Days For Determining Share Price | 30 days | ||||||||
Threshold Number Of Trading Days For Determining Share PriceFrom Date Of Business Combination | 150 days | ||||||||
Sponsor [Member] | |||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | |||||||||
Due to related parties | $ 180,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Apr. 22, 2021 | Jan. 12, 2021 | Jan. 07, 2021 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||||
Underwriting discount per unit | $ 0.20 | |||
Deferred underwriting commissions per unit | $ 0.35 | |||
Deferred Underwriting Commissions | $ 21,100,000 | $ 21,131,250 | ||
Payments for Underwriting Expense | $ 12,100,000 | |||
Forward Purchase Agreement [Member] | Forward Purchase Investor [Member] | Forward Purchase units [Member] | ||||
Loss Contingencies [Line Items] | ||||
Option to purchase additional shares | 5,000,000 | |||
Forward Purchase Agreement [Member] | Forward Purchase Investor [Member] | Forward Purchase units [Member] | Share Price Range One [Member] | ||||
Loss Contingencies [Line Items] | ||||
Stock shares issued during the period | 250,000,000 | |||
Stock issued during period shares new shares | 250,000,000 | |||
Share Price | $ 11.50 | |||
Sale of stock issue price per share | $ 10 | |||
Option to purchase additional shares value | $ 50,000,000 | |||
Forward Purchase Agreement [Member] | Forward Purchase Investor [Member] | Forward Purchase units [Member] | Share Price Range Two [Member] | ||||
Loss Contingencies [Line Items] | ||||
Share Price | $ 10 | |||
Over-Allotment Option [Member] | ||||
Loss Contingencies [Line Items] | ||||
Stock shares issued during the period | 7,875,000 | |||
Stock issued during period shares new shares | 7,875,000 | |||
Over-Allotment Option [Member] | Common Class A [Member] | ||||
Loss Contingencies [Line Items] | ||||
Overallotment Option Vesting Period | 45 days | |||
Stock shares issued during the period | 7,875,000 | |||
Stock issued during period shares new shares | 7,875,000 | |||
IPO [Member] | ||||
Loss Contingencies [Line Items] | ||||
Deferred Underwriting Commissions | $ 21,100,000 | |||
Stock shares issued during the period | 60,375,000 | |||
Payments for Underwriting Expense | $ 600,000 | |||
Stock issued during period shares new shares | 60,375,000 | |||
Share Price | $ 10 |
Derivative Liabilities - Additi
Derivative Liabilities - Additional Information (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Jan. 12, 2021 | Dec. 31, 2020 | |
Warrants oustanding | 0 | ||
Number of days from which warrants and Ordinary shares will not become Transferable or Salable | 30 days | ||
Weighted Average Price Of Common Stock As Reported Duirng Trading Days To Meet Fair Market Value Criteria | 10 days | ||
Thresold Price For Warrants will not exerciseble During Redempton Period Price per Warrant | $ 0.361 | ||
Share Price Equals Or Exceeds 10 Usd [Member] | |||
Share Price | 10 | ||
Class of warrants or rights redemption per share | $ 0.10 | ||
Warrant minimum days' for prior written notice of redemption | 30 days | ||
Number of consecutive trading days to determine call of warrant redemption | 20 days | ||
Number of trading days to determine call of warrant redemption | 30 days | ||
Event Triggering Warrant Redemption [Member] | |||
Volume weighted average price per share | $ 9.20 | ||
Public Warrants [Member] | |||
Warrants oustanding | 12,075,000 | ||
Number of days from which warrants become exercisale after the completion of Business Combination | 30 days | ||
Number of Months from which warrants become exercisale after the completion of Business Combination | 12 months | ||
Number of Business Days After The Closing of Business Combination Made Efforts For SEC Registration Statement | 20 days | ||
Period within which registration statement shall be effective after closure of business combination | 60 days | ||
Public Warrants [Member] | Event Triggering Warrant Redemption [Member] | |||
Class of warrant or rights exercise price | $ 11.50 | ||
Warrant expiration | 5 years | ||
Share Price | $ 9.20 | ||
Proceeds from equity proceeds from business combination as a percentage of total equity proceeds | 60.00% | ||
Number of trading days | 20 days | ||
Public Warrants [Member] | Event Triggering Warrant Redemption [Member] | Trigger Price One [Member] | |||
Redemption trigger price as a percentage of the newly issued price | 115.00% | ||
Class of warrants or right redemption trigger price | $ 18 | ||
Public Warrants [Member] | Event Triggering Warrant Redemption [Member] | Trigger Price Two [Member] | |||
Redemption trigger price as a percentage of the newly issued price | 180.00% | ||
Class of warrants or right redemption trigger price | $ 10 | ||
Private Placement Warrants [Member] | |||
Warrants oustanding | 9,383,333 | ||
Class of warrant or rights exercise price | $ 10 | ||
Private Placement Warrants [Member] | Share Price Equals Or Exceeds 18 Usd [Member] | |||
Share Price | $ 18 | ||
Class of warrants or rights redemption per share | $ 0.01 | ||
Warrant minimum days' for prior written notice of redemption | 30 days | ||
Number of consecutive trading days to determine call of warrant redemption | 20 days | ||
Number of trading days to determine call of warrant redemption | 30 days | ||
Threshold Period Common Stock Available During The Redemption Period | 30 days |
Class A Ordinary Share Subjec_3
Class A Ordinary Share Subject to Possible Redemption - Summary of Class A Ordinary Shares Reflected on the Unaudited Condensed Balance Sheet (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||
Gross proceeds | $ 603,750,000 | $ 603,750,000 |
Proceeds allocated to public warrants | (44,919,000) | |
Initial carrying value of the Class A ordinary shares subject to redemption at March 31, 2021 | (30,755,862) | |
Accretion of carrying value to redemption value | 75,674,862 | 75,674,862 |
Class A ordinary shares subject to possible redemption | $ 603,750,000 | $ 603,750,000 |
Class A Ordinary Share Subjec_4
Class A Ordinary Share Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, no par value | $ 0.0001 | |
Temporary Equity, Shares Issued | 60,375,000 | 0 |
Temporary equity shares outstanding | 60,375,000 | 0 |
Common stock, voting rights | one | |
Shares Subject to redemption [Member] | ||
Temporary equity shares outstanding | 60,375,000 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) - Additional Information (Detail) - USD ($) | Jan. 12, 2021 | Nov. 13, 2020 | Oct. 10, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, no par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer [Member] | ||||||
Common stock, conversion ratio, percent | 20.00% | |||||
Director [Member] | ||||||
Number of shares transferred | 150,000 | |||||
Over-Allotment Option [Member] | ||||||
Number of shares transferred | 7,875,000 | |||||
Common Class A [Member] | ||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||
Common stock, no par value | $ 0.0001 | |||||
Common stock, voting rights | one | |||||
Common stock, shares outstanding | 23,000,000 | 0 | ||||
Temporary equity, shares subject to possible redemption | 60,375,000 | 0 | ||||
Common stock, shares, issued | 0 | |||||
Temporary Equity, Shares Issued | 60,375,000 | 0 | ||||
Common Class A [Member] | Over-Allotment Option [Member] | ||||||
Number of shares transferred | 7,875,000 | |||||
Common Class B [Member] | ||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||||
Common stock, no par value | $ 0.0001 | |||||
Common stock, voting rights | one vote | |||||
Common stock, shares outstanding | 15,093,750 | 15,093,750 | ||||
Common stock, shares, issued | 11,500,000 | 15,093,750 | 15,093,750 | |||
Ordinary shares were subject to forfeiture | 1,968,750 | |||||
Common Class B [Member] | Sponsor [Member] | ||||||
Common stock subject to repurchase, shares | 15,093,750 | |||||
Common Class B [Member] | Over-Allotment Option [Member] | ||||||
Common stock subject to repurchase | $ 0 | |||||
Ordinary shares were subject to forfeiture | 1,968,750 | |||||
Percentage of increase in ordinary shares issued | 20.00% | |||||
Percentage of increase in ordinary shares outstanding | 20.00% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Financial Assets And Liabilities (Detail) | Dec. 31, 2021USD ($) |
Investments held in Trust Account | $ 603,786,848 |
Working Capital Loan - Related Party [Member] | |
Derivative liabilities | 2,343,620 |
Working capital loan - related party | 2,343,620 |
Derivative Liabilities - Public Warrants [Member] | |
Derivative liabilities | 14,604,180 |
Working capital loan - related party | 14,604,180 |
Derivative Liabilities - Private Warrants [Member] | |
Derivative liabilities | 12,735,230 |
Working capital loan - related party | 12,735,230 |
Derivative Liabilities - Forward Purchase Warrants [Member] | |
Derivative liabilities | 9,645,580 |
Working capital loan - related party | 9,645,580 |
Level 1 [Member] | |
Investments held in Trust Account | 603,786,848 |
Level 1 [Member] | Derivative Liabilities - Public Warrants [Member] | |
Derivative liabilities | 14,604,180 |
Working capital loan - related party | 14,604,180 |
Level 2 [Member] | |
Investments held in Trust Account | 0 |
Level 3 [Member] | |
Investments held in Trust Account | 0 |
Level 3 [Member] | Working Capital Loan - Related Party [Member] | |
Derivative liabilities | 2,343,620 |
Working capital loan - related party | 2,343,620 |
Level 3 [Member] | Derivative Liabilities - Private Warrants [Member] | |
Derivative liabilities | 12,735,230 |
Working capital loan - related party | 12,735,230 |
Level 3 [Member] | Derivative Liabilities - Forward Purchase Warrants [Member] | |
Derivative liabilities | 9,645,580 |
Working capital loan - related party | $ 9,645,580 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs As Their Measurement Dates (Detail) | Jan. 12, 2021 | Dec. 31, 2021 |
Option Term (in years) [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Option term (in years) | 5 years | 5 years 6 months |
Option Term (in years) [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Option term (in years) | 1 year 4 months 24 days | 6 months |
Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Volatility | 20.00% | 20.00% |
Risk-Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0.73% | 1.29% |
Expected Dividends [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividends | 0.00% | 0.00% |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Change In The Fair Value Of The Derivative Warrant Liabilities (Detail) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative liabilities beginning of the period | $ 0 |
Issuance of derivative liabilities | 184,472,850 |
Transfer of Public Warrants to a Level 1 measurement | (44,919,000) |
Change in fair value of derivative liabilities | (117,173,040) |
Derivative liabilities ending of the period | $ 22,380,810 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Change In The Fair Value Of The Derivative Warrant Liabilities (Parenthetical) (Detail) $ in Millions | Dec. 31, 2021USD ($) |
Forward Purchase Agreement [Member] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative warrant liabilities | $ 87.8 |
Fair Value Measurements - Work
Fair Value Measurements - Working Capital Loan Related Party (Detail) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative liabilities beginning of the period | $ 0 |
Initial fair value of working capital loan - related party | 184,472,850 |
Change in fair value of working capital loan - related party | (117,173,040) |
Derivative liabilities ending of the period | 22,380,810 |
Working Capital Loan—Related Party [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative liabilities beginning of the period | 0 |
Initial fair value of working capital loan - related party | 4,256,980 |
Change in fair value of working capital loan - related party | (1,913,360) |
Derivative liabilities ending of the period | $ 2,343,620 |