Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 25, 2022 | Nov. 09, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Document Period End Date | Sep. 25, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | LIVEWIRE GROUP, INC. | |
Entity Central Index Key | 0001898795 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-41511 | |
Entity Tax Identification Number | 87-4730333 | |
Entity Address, Address Line One | 3700 West Juneau Avenue | |
Entity Address, State or Province | WI | |
Entity Address, City or Town | Milwaukee | |
Entity Address, Postal Zip Code | 53208 | |
City Area Code | 650 | |
Local Phone Number | 447-8424 | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Title of 12(b) Security | Common stock, $0.0001 par value | |
Trading Symbol | LVWR | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 202,402,888 | |
Warrants to purchase common stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | LVWR WS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 25, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash | $ 240,329 | $ 1,027,517 |
Cash — restricted | 402,367,209 | 0 |
Prepaid expenses | 22,917 | 249,167 |
Investments held in Trust Account | 0 | 400,249,491 |
TOTAL ASSETS | 402,630,455 | 401,526,175 |
LIABILITIES AND STOCKHOLDERS' EQUITY /SHAREHOLDERS' DEFICIT | ||
Accounts payable and accrued liabilities | 11,244,872 | 6,850,353 |
Derivative warrant liabilities | 13,420,000 | 34,617,500 |
Mandatorily redeemable Class A ordinary shares | 368,136,945 | |
Deferred underwriting fee payable | 9,376,639 | 13,125,000 |
Total Liabilities | 402,178,456 | 54,592,853 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value, zero as of September 25, 2022 and 40,000,000 shares issued and outstanding at $10.00 per share redemption value December 31, 2021 | 400,000,000 | |
Stockholders' Equity (Deficit)/Shareholders' Deficit | ||
Preference shares value | ||
Common stock value | 1,140 | |
Additional paid-in capital | 30,906,382 | |
Accumulated deficit | (30,455,523) | (53,067,678) |
Total Stockholders' Equity /Shareholders' Deficit | 451,999 | (53,066,678) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY /SHAREHOLDERS' DEFICIT | 402,630,455 | 401,526,175 |
Common Class A [Member] | ||
LIABILITIES AND STOCKHOLDERS' EQUITY /SHAREHOLDERS' DEFICIT | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value, zero as of September 25, 2022 and 40,000,000 shares issued and outstanding at $10.00 per share redemption value December 31, 2021 | 0 | 400,000,000 |
Stockholders' Equity (Deficit)/Shareholders' Deficit | ||
Common stock value | ||
Common Class B [Member] | ||
Stockholders' Equity (Deficit)/Shareholders' Deficit | ||
Common stock value | $ 1,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 25, 2022 | Dec. 31, 2021 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 20,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock par or stated value per share | $ 0.0001 | |
Common stock shares authorized | 800,000,000 | |
Common stock shares issued | 11,402,888 | |
Common stock shares outstanding | 11,402,888 | |
Common Class A [Member] | ||
Common stock par or stated value per share | $ 0.0001 | |
Common stock shares authorized | 500,000,000 | |
Common stock shares issued | 0 | |
Common stock shares outstanding | 0 | |
Temporary equity shares outstanding | 0 | 40,000,000 |
Temporary equity redemption price per share | $ 10 | $ 10 |
Temporary equity, Par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity, Shares issued | 0 | 40,000,000 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | |
Common stock shares authorized | 50,000,000 | |
Common stock shares issued | 10,000,000 | |
Common stock shares outstanding | 10,000,000 | |
Temporary equity shares outstanding | 10,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2022 | Sep. 26, 2021 | Sep. 25, 2022 | Sep. 26, 2021 | |
Formation and operating costs | $ 3,367,356 | $ 3,117,068 | $ 5,632,797 | $ 3,838,489 |
Loss from operations | (3,367,356) | (3,117,068) | (5,632,797) | (3,838,489) |
Other income: | ||||
Interest earned on investments held in Trust Account | 1,792,628 | 28,889 | 2,117,718 | 129,415 |
Forgiveness of deferred underwriting fee payable | 3,748,361 | 3,748,361 | ||
Interest on mandatorily redeemable Class A ordinary shares | 3,323,742 | 3,323,742 | ||
Change in fair value of derivative warrant liabilities | (1,830,000) | 8,540,000 | 21,197,500 | 26,230,000 |
Other income and expense, net | 224,840 | 224,840 | ||
Total other income, net | 7,259,571 | 8,568,889 | 30,612,161 | 26,359,415 |
Net income | $ 3,892,215 | $ 5,451,821 | $ 24,979,364 | $ 22,520,926 |
Weighted average shares outstanding | 45,912,405 | 48,612,048 | ||
Basic net income per share | $ 0.01 | $ 0.45 | ||
Diluted net income per share | $ 0.01 | $ 0.45 | ||
Common Class A [Member] | ||||
Other income: | ||||
Weighted average shares outstanding | 40,000,000 | 40,000,000 | ||
Basic net income per share | $ 0.11 | $ 0.45 | ||
Diluted net income per share | $ 0.11 | $ 0.45 | ||
Common Class B [Member] | ||||
Other income: | ||||
Weighted average shares outstanding | 10,000,000 | 10,000,000 | ||
Basic net income per share | $ 0.11 | $ 0.45 | ||
Diluted net income per share | $ 0.11 | $ 0.45 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock | Accumulated Deficit | Additional Paid-in Capital | Common Class B [Member] Common Stock | Common Class A [Member] Common Stock |
Beginning Balance at Dec. 31, 2020 | $ (57,888,751) | $ (57,889,751) | $ 0 | $ 1,000 | $ 0 | |
Beginning Balance (in shares) at Dec. 31, 2020 | 10,000,000 | 0 | ||||
Net income (loss) | 19,314,054 | 19,314,054 | ||||
Ending Balance at Mar. 31, 2021 | (38,574,697) | (38,575,697) | 0 | $ 1,000 | $ 0 | |
Ending Balance (in shares) at Mar. 31, 2021 | 10,000,000 | 0 | ||||
Beginning Balance at Dec. 31, 2020 | (57,888,751) | (57,889,751) | 0 | $ 1,000 | $ 0 | |
Beginning Balance (in shares) at Dec. 31, 2020 | 10,000,000 | 0 | ||||
Net income (loss) | 22,520,926 | $ 4,504,185 | $ 18,016,741 | |||
Ending Balance at Sep. 26, 2021 | (35,367,825) | (35,368,825) | 0 | $ 1,000 | $ 0 | |
Ending Balance (in shares) at Sep. 26, 2021 | 10,000,000 | 0 | ||||
Beginning Balance at Mar. 31, 2021 | (38,574,697) | (38,575,697) | 0 | $ 1,000 | $ 0 | |
Beginning Balance (in shares) at Mar. 31, 2021 | 10,000,000 | 0 | ||||
Net income (loss) | (2,244,949) | (2,244,949) | ||||
Ending Balance at Jun. 30, 2021 | (40,819,646) | (40,820,646) | 0 | $ 1,000 | $ 0 | |
Ending Balance (in shares) at Jun. 30, 2021 | 10,000,000 | 0 | ||||
Net income (loss) | 5,451,821 | 5,451,821 | $ 1,090,364 | $ 4,361,457 | ||
Ending Balance at Sep. 26, 2021 | (35,367,825) | (35,368,825) | 0 | $ 1,000 | $ 0 | |
Ending Balance (in shares) at Sep. 26, 2021 | 10,000,000 | 0 | ||||
Beginning Balance at Dec. 31, 2021 | (53,066,678) | $ 0 | (53,067,678) | 0 | $ 1,000 | $ 0 |
Beginning Balance (in shares) at Dec. 31, 2021 | 0 | 10,000,000 | 0 | |||
Net income (loss) | 8,997,219 | $ 0 | 8,997,219 | 0 | $ 0 | $ 0 |
Ending Balance at Mar. 31, 2022 | (44,069,459) | $ 0 | (44,070,459) | 0 | $ 1,000 | $ 0 |
Ending Balance (in shares) at Mar. 31, 2022 | 0 | 10,000,000 | 0 | |||
Beginning Balance at Dec. 31, 2021 | (53,066,678) | $ 0 | (53,067,678) | 0 | $ 1,000 | $ 0 |
Beginning Balance (in shares) at Dec. 31, 2021 | 0 | 10,000,000 | 0 | |||
Net income (loss) | 24,979,364 | $ 21,655,622 | ||||
Ending Balance at Sep. 25, 2022 | 451,999 | $ 1,140 | (30,455,523) | 30,906,382 | $ 0 | $ 0 |
Ending Balance (in shares) at Sep. 25, 2022 | 11,402,888 | 0 | 0 | |||
Beginning Balance at Mar. 31, 2022 | (44,069,459) | $ 0 | (44,070,459) | 0 | $ 1,000 | $ 0 |
Beginning Balance (in shares) at Mar. 31, 2022 | 0 | 10,000,000 | 0 | |||
Accretion for Class A ordinary shares to redemption amount | (574,581) | (574,581) | ||||
Net income (loss) | 12,089,930 | 12,089,930 | ||||
Ending Balance at Jun. 30, 2022 | (32,554,110) | $ 0 | (32,555,110) | 0 | $ 1,000 | $ 0 |
Ending Balance (in shares) at Jun. 30, 2022 | 0 | 10,000,000 | 0 | |||
Accretion for Class A ordinary shares to redemption amount | (1,792,628) | (1,792,628) | ||||
Class A ordinary shares no longer redeemable (in shares) | 3,402,888 | |||||
Class A ordinary shares no longer redeemable | 30,906,522 | 30,906,182 | $ 340 | |||
Net income (loss) | 3,892,215 | $ 568,473 | 3,892,215 | |||
Adjustment to capital structure due to domestication | $ 1,140 | 200 | $ (1,000) | $ (340) | ||
Adjustment to capital structure due to domestication (in shares) | 11,402,888 | (10,000,000) | (3,402,888) | |||
Ending Balance at Sep. 25, 2022 | $ 451,999 | $ 1,140 | $ (30,455,523) | $ 30,906,382 | $ 0 | $ 0 |
Ending Balance (in shares) at Sep. 25, 2022 | 11,402,888 | 0 | 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2022 | Sep. 26, 2021 | Sep. 25, 2022 | Sep. 26, 2021 | |
Cash Flows from Operating Activities: | ||||
Net income | $ 3,892,215 | $ 5,451,821 | $ 24,979,364 | $ 22,520,926 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Interest earned on investments held in Trust Account | (2,117,718) | (129,415) | ||
Interest on mandatorily redeemable Class A ordinary shares | (3,323,742) | 0 | ||
Change in fair value of derivative warrant liabilities | (21,197,500) | (26,230,000) | ||
Change in deferred underwriting fee payable | (3,748,361) | 0 | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 226,250 | 237,163 | ||
Accounts payable and accrued expenses | 4,394,519 | 3,031,028 | ||
Net cash used in operating activities | (787,188) | (570,298) | ||
Cash Flows from Investing Activities: | ||||
Withdrawal of funds from Trust Account | 402,367,209 | 0 | ||
Net restricted cash provided by investing activities | 402,367,209 | 0 | ||
Cash and restricted cash | ||||
Cash and restricted cash, beginning of period | 1,027,517 | 1,661,085 | ||
Net change in cash and restricted cash | 401,580,021 | (570,298) | ||
Cash and restricted cash, end of period | 402,607,538 | 1,090,787 | 402,607,538 | 1,090,787 |
Reconciliation of cash and restricted cash on the Condensed Consolidated Balance Sheet to the Condensed Consolidated Statement of Cash Flows | ||||
Cash | 240,329 | 1,090,787 | 240,329 | 1,090,787 |
Restricted cash | 402,367,209 | 0 | 402,367,209 | 0 |
Cash and restricted cash per the Condensed Consolidated Statement of Cash Flows | $ 402,607,538 | $ 1,090,787 | 402,607,538 | 1,090,787 |
Non-cash investing and financing activities: | ||||
Mandatorily redeemable Class A ordinary shares | $ 368,136,345 | $ 0 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 25, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AEA-Bridges Business Combination On September 26, 2022, the Company consummated the previously announced merger pursuant to that certain business combination agreement, dated as of December 12, 2021 (the “Business Combination Agreement”), by and among the Company, LiveWire Group, Inc. (formerly known as LW EV Holdings, Inc.), a Delaware corporation (“LiveWire”), LW EV Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Harley-Davidson, Inc., a Wisconsin corporation (H-D), On September 16, 2022, the Company held a special meeting of shareholders, at which the shareholders considered and adopted, among other matters, a proposal to approve the Business Combination Agreement and the transactions contemplated thereby. The Company provided the holders of the public shares (the “Public S 36,597,112 of the Class A ordinary shareholders elected to redeem. There are no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. Pursuant to the terms of the Business Combination Agreement: (a) on September 23, 2022, the Company migrated to and domesticated as a Delaware corporation (“Domesticated ABIC”) (the “Domestication”), in connection with which all of the Company’s (i) outstanding ordinary shares were converted, on a one-for-one one-for-one one-half H-D H-D H-D H-D, “Earn-Out Holders of 36,597,112 Class A ordinary shares sold in its initial public offering (the “Initial Shares”) properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from the Company’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination, which was approximately $ per share, or approximately $ in the aggregate. On September 26, 2022, an aggregate of $ 368,136,945 was paid from the Company’s trust account to holders who properly exercised their right to have their Initial Shares redeemed, and the remaining balance immediately prior to the closing of the Business Combination of approximately $34 million was used to fund the Business Combination. As a result of the Exchange, on September 26, 2022, LiveWire issued 161,000,000 shares of LiveWire Common Stock to the Legacy LiveWire Equityholder, valued at a price per share of $10.00, in exchange for 100% of the Legacy LiveWire Equity. In connection with the Business Combination, on September 23, 2022, AEA-Bridges Impact Sponsor, LLC (the “Sponsor”) forfeited an aggregate of to shares of LiveWire Common Stock at the closing of the Business Combination. Pursuant to investment agreements entered into in connection with the Business Combination Agreement, Kwang Yang Motor Co., Ltd., KYMCO Capital Fund I Co., Ltd., SunBright Investment Co., Ltd., CycleLoop Co., Ltd. and Kwang Yang Holdings Limited (collectively, “KYMCO Group”) agreed to subscribe for an aggregate of 10,000,000 newly-issued shares of LiveWire Common Stock at a purchase price of $10.00 per share for an aggregate purchase price of $100,000,000 (the “KYMCO PIPE Investment”). Pursuant to the Business Combination Agreement, and an investment agreement entered into prior to the Closing, the Legacy LiveWire Equityholder agreed to subscribe for an aggregate of 10,000,000 newly-issued shares of LiveWire Common Stock at a purchase price of $10.00 per share for an aggregate purchase price of $100,000,000 (the “Legacy LiveWire Equityholder PIPE Investment” and, together with the KYMCO PIPE Investment, the “PIPE Investments”). At the closing of the Business Combination, LiveWire consummated the PIPE Investments. Pursuant to the Business Combination Agreement, H-D “H-D H-D After giving effect to the Business Combination, the redemption of Initial Shares as described above, the issuance of the H-D Business Prior to the Business Combination As of September 25, 2022, the Company had not commenced any operations. All activity for the period from July 29, 2020 (inception) through September 25, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a business combination. The Company did not generate any operating revenues prior to the completion of the Business Combination, which closed on September 26, 2022. The Company, prior to the closing of the Business Combination, generated non-operating The registration statement for the Company’s Initial Public Offering was declared effective on October 1, 2020. On October 5, 2020 the Company consummated the Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), generating gross proceeds of $ 400,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,500,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $10,500,000, which is described in Note 4. Transaction costs amounted to $21,292,016, consisting of $7,275,000 of underwriting fees (net of expenses reimbursed by the underwriter of $225,000), $13,125,000 of deferred underwriting fees and $892,016 of other offering costs. Following the closing of the Initial Public Offering on October 5, 2020, an amount of $400,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in 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 in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 shareholders , as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. Liquidity At September 25, 2022, the Company had $240,329 in its operating bank account. At September 25, 2022, the Company has $ in restricted cash which is to only be used to pay stockholders as a result of redemptions from the Business Combination, to pay the deferred underwriting fee payable, and the remainder is to fund the Business Combination. Until the consummation of the Business Combination, the Company used the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, |
Summary of Significant Accounti
Summary of Significant Accounting Policies Basis of Presentation | 9 Months Ended |
Sep. 25, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies Basis of Presentation | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K The Company operates on a calendar year with each year ending on December 31 of each respective year. Prior to the third quarter of 2022, the Company’s interim fiscal quarters ended on the calendar quarter. To align with the fiscal calendar of the Legacy LiveWire as part of the Business Combination, the Company revised its third quarter to end on September 25, 2022 and retrospectively adjusted the prior year for third quarter of 2021 to end on September 26, 2021. The March 31 and June 30 periods presented herein have not been adjusted. For presentation purposes, these unaudited condensed consolidated financial statements present periods referred to as the three and nine months ended September 25, 2022 and September 26, 2021, although they do not reflect a true calendar three month or calendar nine months by a few days. Given the nature of the Company’s business, this presentation does not have any material impact to the Company’s financial position, operating results and cash flows for all periods presented. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (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 stockholder 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. Investments Held in Trust Account The Company’s portfolio of investments held in trust wa days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof, which are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in income earned on investments in Trust Account in the accompanying unaudited condensed consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Restricted Cash At September 25, 2022 restricted cash consists of funds restricted for the payment of redemptions, payment of deferred underwriting fees, and the remainder is only to be used to fund the Business Combination. Offering Costs Offering costs consisted of legal, accounting, and other expenses incurred through the balance sheets date that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the unaudited condensed consolidated statements of operations. Offering costs associated with the Class A ordinary share s 21,292,016, of which $20,292,642 were charged to temporary equity upon the completion of the Initial Public Offering on October 5, 2020, and $999,374 was expensed in the unaudited condensed consolidated statements of operations. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to the FASB Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement Equity Instruments Subject to Possible Redemption The Company accounts for its equity instruments (ordinary shares or common stock subsequent to the Domestication) subject to possible redemption in accordance with the guidance in ASC 480. Equity instruments subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable equity instruments (including equity instruments 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, equity instruments are classified as stockholders’ or shareholders’ equity. The Company’s equity instruments feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 , 40,000,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheet. As noted in Note 1, on September 16, 2022, Holders of Class A ordinary shares properly exercised their right to have such shares redeemed and were recorded as a mandatorily redeemable ordinary shares liability in the Company’s condensed consolidated balance sheet. The remainder of the Class A ordinary shares are no longer redeemable and were recorded in the shareholders’ equity section of the Company’s condensed consolidated balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable equity instruments to equal the redemption value at the end of each reporting period. As of December 31, 2021, t here was change to the redemption value of the Class A ordinary shares. At September 25, 2022, and December 31, 2021, the common stock and Class A ordinary shares, respectively reflected Gross proceeds $ 400,000,000 Less: Proceeds allocated to Public Warrants (18,400,000 ) Class A ordinary shares issuance costs (20,292,642 ) Plus: Accretion of carrying value to redemption value 38,692,642 Class A ordinary shares subject to possible redemption (December 31, 2021) $ 400,000,000 Plus: Accretion of carrying value to redemption value 2,367,209 Less: Redemptions (368,136,945 ) Class A ordinary shares no longer redeemable (34,230,264 ) Common stock subject to possible redemption (September 25, 2022) $ — Income Taxes For the period from July 29, 2020 (inception) to September 22, 2022, the Company was considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and was not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period from July 29, 2020 (inception) to September 22, 2022. Pursuant to the terms of the Business Combination Agreement, on September 23, 2022, the Company migrated to and domesticated as a Delaware corporation. The Company determined that the amount of income tax for the period from September 23, 2022 to September 25, 2022 was considered to be immaterial. ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 25, 2022 there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 25, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Net Income (Loss) Per Common Share and Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share or ordinary share is computed by dividing net income (loss) by the weighted average number of common stock or ordinary shares outstanding for the periods presented. Accretion associated with the redeemable common stock or Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share or ordinary share does not consider the effect of the Warrants 30,500,000 The following table reflects the calculation of basic and diluted net income (loss) per common stock or ordinary share (in dollars, except share amounts): Three Months Ended Nine Months Ended September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021 Common Stock Class A Class B Common Stock Class A Class B Basic and diluted net income per common share or ordinary share Numerator: Allocation of net income (1) 568,473 $ 4,361,457 $ 1,090,364 21,655,622 $ 18,016,741 $ 4,504,185 Denominator: Basic and diluted weighted average shares (2) 45,912,405 40,000,000 10,000,000 48,612,048 40,000,000 10,000,000 Basic and diluted net income per common share $ 0.01 $ 0.11 $ 0.11 $ 0.45 $ 0.45 $ 0.45 (1) Net income of $3,892,215 and $24,979,364 for the three and nine months ended September 25, 2022, respectively, was reduced by the interest on mandatorily redeemable Class A ordinary shares of $3,323,742 for both periods for earnings per share purposes. (2) For the three and nine months ended September 25, 2022, the weighted average shares outstanding includes the period of time previous to the Domestication when the Company had Class A and Class B ordinary shares outstanding. As of September 25, 2022 and September 26, 2021, basic and diluted shares are the same as there are no non-redeemable Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, excluding the warrant liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed consolidated balance sheets, primarily due to their short-term nature. As of September 25, 2022 and December 31, 2021, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account as of December 31, 2021 was comprised of investments in money market funds that invested in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 25, 2022 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3 — INITIAL PUBLIC OFFERING On October 5, 2020, pursuant to the Initial Public Offering, the Company sold 40,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary one-half ordinary |
Private Placement
Private Placement | 9 Months Ended |
Sep. 25, 2022 | |
Equity [Abstract] | |
Private Placement | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $10,500,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary |
Related Party Transactions Foun
Related Party Transactions Founder Shares | 9 Months Ended |
Sep. 25, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Founders Shares | NOTE 5 — RELATED PARTY TRANSACTIONS FOUNDER SHARES Founder Shares On July 29, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 11,500,000 Class B ordinary ordinary o rdinary common per-share as-converted ordi nary shares. Accordingly, previous to the Domestication, there w e Founder Shares issued and outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a business combination and (B) subsequent to a business combination, (x) if the closing price of the Class A ordinary share equals or exceed s $ per share (as adjusted for share sub-divisions, 30-trading In connection with the Business Combination , 3 Founder Shares (now shares of common stock of Domesticated ABIC) were converted on a one-for-one basis into shares of LiveWire Common Stock. Administrative Services Agreement The Company entered into an agreement, commencing on October 5, 2020, to pay an affiliate of the Sponsor up to an amount not to exceed $10,000 per month for office space, secretarial and administrative support services. Upon completion of a business combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 25, 2022, the Company incurred $30,000 and $90,000 in fees for these services, respectively. For the three and nine months ended September 26, 2021, the Company incurred $30,000 and $90,000 in fees for these services, respectively. As of September 25, 2022 , 230,000. The forgiveness of this obligation is reflected in the other income section of the statement of operations. Related Party Loans In order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a business combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. As of September 25, 2022 and December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans. |
Commitments and Contingencies R
Commitments and Contingencies Risks and Uncertainties | 9 Months Ended |
Sep. 25, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Risks and Uncertainties | NOTE 6 — COMMITMENTS AND CONTINGENCIES RISKS AND UNCERTAINTIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration and Shareholders Rights Pursuant to a registration rights agreement entered into on October 5, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights. The holders of these securities well be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and Shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $13,125,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement. An affiliate of the Sponsor has purchased 2,500,000 Public Units at the Public Offering Price. In connection with the closing of the Business Combination, the underwriters have agreed to reduce the amount of their deferred fees by $3,748,361, which is shown in the condensed consolidated statement of operation s $9,376,638. |
Stockholders' Equity (Deficit)_
Stockholders' Equity (Deficit)/Shareholders' Deficit | 9 Months Ended |
Sep. 25, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity (Deficit)/Shareholders' Deficit | NOTE 7 — STOCKHOLDERS’ EQUITY (DEFICIT)/SHAREHOLDERS’ DEFICIT Preference Shares issue preference shares with a par value of $ per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021, there were preference shares issued or outstanding. Class A Ordinary Shares wa ordinary shares common stock ordinary shares shareholders’ Class A ordinary shares properly exercised their right to have such shares redeemed and were recorded as a Mandatorily redeemable Class A ordinary shares liability in the Company’s condensed consolidated balance sheet. The remainder of the Class A ordinary shares are no longer redeemable and were recorded in the shareholders’ equity section of the Company’s condensed consolidated balance sheet. Class B Ordinary Shares wa ordinary shares per share. Holders of the Class B ordinary shares are entitled to for each share. At December 31, 2021, there were Class B ordinary shares issued and outstanding. Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to a business combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders , except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a 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 % of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a business combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Preferred Stock —The Company is authorized to issue 20,000,000 preferred shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 25, 2022, there was no preferred stock issued or outstanding. Common Stock —The Company is authorized to issue 800,000,000 shares of common stock, with a par value of $0.0001 per share. Holders of the common stock are entitled to one vote for each share. At September 25, 2022 there were 11,402,888 shares of common stock issued and outstanding. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 9 Months Ended |
Sep. 25, 2022 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | NOTE 8 — DERIVATIVE WARRANT LIABILITIES At September 25, 2022 and December 31, 2021, there were 20,000,000 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a business combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a business combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a business combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that 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” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the stock under applicable blue sky laws to the extent an exemption is not available. 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 a 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, but the Company will use its commercially reasonable efforts to register or qualify the stock under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary shares equals or exceeds $ 18.00. • in whole and not in part; • at a price of $ 0.01 • upon not less than 30 days’ prior written notice of redemption; and • if, and only if, the reported last sales price of the Company’s Class A ordinary shares 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary shares equals or exceeds $ 10.00 • in whole and not in part; • at a price equal to a number of Class A ordinary shares to be determined, based on the redemption date and the fair market value of the Company’s Class A ordinary shares ; • upon a minimum of 30 days’ prior written notice of redemption; • if, and only if, the last reported sale price of the Company’s Class A ordinary shares • if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of Class A ordinary shares ) as the outstanding Public Warrants; and • if, and only if, there is an effective registration statement covering the Class A ordinary shares 30-day If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. 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 a Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary shares with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the 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 a business combination on the date of the consummation of a business combination (net of redemptions), and (z) the volume weighted average trading price of its 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 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, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. At September 25, 2022 and December 31, 2021, there were 10,500,000 Private Placement Warrants outstanding. 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 the 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 exercisable on a cashless basis and be non-redeemable, |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 25, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity At December 31, 2021, assets held in the Trust Account were comprised of $549 in cash and $400,248,942 in U.S. Treasury securities, respectively. Following the maturity date of April 14, 2022, the Company subsequently reinvested its holdings in the Trust Account into money market funds. During the period ended September 25, 2022 and December 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the gross holding gains and fair value of held-to-maturity Held-To-Maturity Amortized Cost Gross Holding Gain Fair Value December 31, 2021 U.S. Treasury Securities (Matured on January 13, 2022) $ 400,248,942 $ 3,389 $ 400,252,331 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 25, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 25, 2022 December 31, 2021 Liabilities: Warrant Liabilities– Public Warrants 1 $ 8,800,000 $ 22,700,000 Warrant Liabilities– Private Placement Warrants 2 $ 4,620,000 $ 11,917,500 The Warrants were accounted for as liabilities in accordance with ASC 815 and are presented within derivative warrant liabilities in the accompanying condensed consolidated balance sheets. The derivative warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of derivative warrant liabilities in the condensed consolidated statements of operations. The Warrants were valued as of at initial measurement using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value for the Warrants as of each relevant date. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units are classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units is classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 25, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the unaudited condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On September 26, 2022, the parties to the Business Combination Agreement completed the Business Combination (see Note 1). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies Basis of Presentation (Policies) | 9 Months Ended |
Sep. 25, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K The Company operates on a calendar year with each year ending on December 31 of each respective year. Prior to the third quarter of 2022, the Company’s interim fiscal quarters ended on the calendar quarter. To align with the fiscal calendar of the Legacy LiveWire as part of the Business Combination, the Company revised its third quarter to end on September 25, 2022 and retrospectively adjusted the prior year for third quarter of 2021 to end on September 26, 2021. The March 31 and June 30 periods presented herein have not been adjusted. For presentation purposes, these unaudited condensed consolidated financial statements present periods referred to as the three and nine months ended September 25, 2022 and September 26, 2021, although they do not reflect a true calendar three month or calendar nine months by a few days. Given the nature of the Company’s business, this presentation does not have any material impact to the Company’s financial position, operating results and cash flows for all periods presented. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (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 stockholder 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in trust wa days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof, which are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in income earned on investments in Trust Account in the accompanying unaudited condensed consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Restricted Cash | Restricted Cash At September 25, 2022 restricted cash consists of funds restricted for the payment of redemptions, payment of deferred underwriting fees, and the remainder is only to be used to fund the Business Combination. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting, and other expenses incurred through the balance sheets date that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the unaudited condensed consolidated statements of operations. Offering costs associated with the Class A ordinary share s 21,292,016, of which $20,292,642 were charged to temporary equity upon the completion of the Initial Public Offering on October 5, 2020, and $999,374 was expensed in the unaudited condensed consolidated statements of operations. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to the FASB Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement |
Equity Instruments Subject to Possible Redemption | Equity Instruments Subject to Possible Redemption The Company accounts for its equity instruments (ordinary shares or common stock subsequent to the Domestication) subject to possible redemption in accordance with the guidance in ASC 480. Equity instruments subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable equity instruments (including equity instruments 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, equity instruments are classified as stockholders’ or shareholders’ equity. The Company’s equity instruments feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 , 40,000,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheet. As noted in Note 1, on September 16, 2022, Holders of Class A ordinary shares properly exercised their right to have such shares redeemed and were recorded as a mandatorily redeemable ordinary shares liability in the Company’s condensed consolidated balance sheet. The remainder of the Class A ordinary shares are no longer redeemable and were recorded in the shareholders’ equity section of the Company’s condensed consolidated balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable equity instruments to equal the redemption value at the end of each reporting period. As of December 31, 2021, t here was change to the redemption value of the Class A ordinary shares. At September 25, 2022, and December 31, 2021, the common stock and Class A ordinary shares, respectively reflected Gross proceeds $ 400,000,000 Less: Proceeds allocated to Public Warrants (18,400,000 ) Class A ordinary shares issuance costs (20,292,642 ) Plus: Accretion of carrying value to redemption value 38,692,642 Class A ordinary shares subject to possible redemption (December 31, 2021) $ 400,000,000 Plus: Accretion of carrying value to redemption value 2,367,209 Less: Redemptions (368,136,945 ) Class A ordinary shares no longer redeemable (34,230,264 ) Common stock subject to possible redemption (September 25, 2022) $ — |
Income Taxes | Income Taxes For the period from July 29, 2020 (inception) to September 22, 2022, the Company was considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and was not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period from July 29, 2020 (inception) to September 22, 2022. Pursuant to the terms of the Business Combination Agreement, on September 23, 2022, the Company migrated to and domesticated as a Delaware corporation. The Company determined that the amount of income tax for the period from September 23, 2022 to September 25, 2022 was considered to be immaterial. ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 25, 2022 there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 25, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Net Income (Loss) Per Common Share and Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share or ordinary share is computed by dividing net income (loss) by the weighted average number of common stock or ordinary shares outstanding for the periods presented. Accretion associated with the redeemable common stock or Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share and Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share or ordinary share is computed by dividing net income (loss) by the weighted average number of common stock or ordinary shares outstanding for the periods presented. Accretion associated with the redeemable common stock or Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share or ordinary share does not consider the effect of the Warrants 30,500,000 The following table reflects the calculation of basic and diluted net income (loss) per common stock or ordinary share (in dollars, except share amounts): Three Months Ended Nine Months Ended September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021 Common Stock Class A Class B Common Stock Class A Class B Basic and diluted net income per common share or ordinary share Numerator: Allocation of net income (1) 568,473 $ 4,361,457 $ 1,090,364 21,655,622 $ 18,016,741 $ 4,504,185 Denominator: Basic and diluted weighted average shares (2) 45,912,405 40,000,000 10,000,000 48,612,048 40,000,000 10,000,000 Basic and diluted net income per common share $ 0.01 $ 0.11 $ 0.11 $ 0.45 $ 0.45 $ 0.45 (1) Net income of $3,892,215 and $24,979,364 for the three and nine months ended September 25, 2022, respectively, was reduced by the interest on mandatorily redeemable Class A ordinary shares of $3,323,742 for both periods for earnings per share purposes. (2) For the three and nine months ended September 25, 2022, the weighted average shares outstanding includes the period of time previous to the Domestication when the Company had Class A and Class B ordinary shares outstanding. As of September 25, 2022 and September 26, 2021, basic and diluted shares are the same as there are no non-redeemable |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, excluding the warrant liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed consolidated balance sheets, primarily due to their short-term nature. As of September 25, 2022 and December 31, 2021, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account as of December 31, 2021 was comprised of investments in money market funds that invested in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Basis of Presentation (Tables) | 9 Months Ended |
Sep. 25, 2022 | |
Accounting Policies [Abstract] | |
Summary of Class A Common Stock Subject to Possible Redemption | At September 25, 2022, and December 31, 2021, the common stock and Class A ordinary shares, respectively reflected Gross proceeds $ 400,000,000 Less: Proceeds allocated to Public Warrants (18,400,000 ) Class A ordinary shares issuance costs (20,292,642 ) Plus: Accretion of carrying value to redemption value 38,692,642 Class A ordinary shares subject to possible redemption (December 31, 2021) $ 400,000,000 Plus: Accretion of carrying value to redemption value 2,367,209 Less: Redemptions (368,136,945 ) Class A ordinary shares no longer redeemable (34,230,264 ) Common stock subject to possible redemption (September 25, 2022) $ — |
Schedule of Earnings Per Share Basic And Diluted | The following table reflects the calculation of basic and diluted net income (loss) per common stock or ordinary share (in dollars, except share amounts): Three Months Ended Nine Months Ended September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021 Common Stock Class A Class B Common Stock Class A Class B Basic and diluted net income per common share or ordinary share Numerator: Allocation of net income (1) 568,473 $ 4,361,457 $ 1,090,364 21,655,622 $ 18,016,741 $ 4,504,185 Denominator: Basic and diluted weighted average shares (2) 45,912,405 40,000,000 10,000,000 48,612,048 40,000,000 10,000,000 Basic and diluted net income per common share $ 0.01 $ 0.11 $ 0.11 $ 0.45 $ 0.45 $ 0.45 (1) Net income of $3,892,215 and $24,979,364 for the three and nine months ended September 25, 2022, respectively, was reduced by the interest on mandatorily redeemable Class A ordinary shares of $3,323,742 for both periods for earnings per share purposes. (2) For the three and nine months ended September 25, 2022, the weighted average shares outstanding includes the period of time previous to the Domestication when the Company had Class A and Class B ordinary shares outstanding. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 25, 2022 | |
Fair Value Disclosures [Abstract] | |
Held To Maturity Securities | The following table presents information about the gross holding gains and fair value of held-to-maturity Held-To-Maturity Amortized Cost Gross Holding Gain Fair Value December 31, 2021 U.S. Treasury Securities (Matured on January 13, 2022) $ 400,248,942 $ 3,389 $ 400,252,331 |
Summary Of Assets And Liabilities Measured At Fair Value On Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 25, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 25, 2022 December 31, 2021 Liabilities: Warrant Liabilities– Public Warrants 1 $ 8,800,000 $ 22,700,000 Warrant Liabilities– Private Placement Warrants 2 $ 4,620,000 $ 11,917,500 |
Description of Organization a_2
Description of Organization and Business Operations- Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 26, 2022 | Sep. 23, 2022 | Sep. 16, 2022 | Oct. 05, 2020 | Sep. 25, 2022 | Dec. 31, 2021 | |
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Cash | $ 240,329 | |||||
Term of restricted investments | 185 days | |||||
Working capital deficit | $ 402,367,209 | |||||
Common stock shares issued | 11,402,888 | |||||
Common stock shares outstanding | 11,402,888 | |||||
Stock redeemed or called during period, value | $ 368,136,945 | |||||
Assets held-in-trust | $ 34,000,000 | |||||
Common stock par or stated value per share | $ 0.0001 | |||||
Domesticated ABIC [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Common stock par or stated value per share | $ 0.0001 | |||||
Common stock, conversion basis | one-for-one | |||||
Domesticated ABIC [Member] | Warrant [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Common stock, conversion basis | one-for-one | |||||
Stock issued during period, shares, conversion of units | 1 | |||||
LiveWire [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Common stock shares issued | 161,000,000 | |||||
Shares, issued | 161,000,000 | |||||
Shares issued, price per share | $ 10 | |||||
Earn-out shares | 12,500,000 | |||||
Common stock par or stated value per share | $ 0.0001 | |||||
LiveWire [Member] | Equity Investment [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Equity method investment percentage | 100% | 100% | ||||
Legacy LiveWire [Member] | PIPE Investments [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Common stock shares issued | 202,402,888 | |||||
Common stock shares outstanding | 202,402,888 | |||||
Legacy LiveWire [Member] | HD Backstop Shares [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Stock shares issued during the period shares new issues | 10,000,000 | |||||
Sale of stock issue price per share | $ 10 | |||||
Stock issued during period, value, new issues | $ 100,000,000 | |||||
Legacy LiveWire [Member] | Legacy LiveWire Equityholder PIPE Investment [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Stock shares issued during the period shares new issues | 10,000,000 | |||||
Sale of stock issue price per share | $ 10 | |||||
Stock issued during period, value, new issues | $ 100,000,000 | |||||
KYMCO Group [Member] | KYMCO PIPE Investment [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Stock shares issued during the period shares new issues | 10,000,000 | |||||
Sale of stock issue price per share | $ 10 | |||||
Stock issued during period, value, new issues | $ 100,000,000 | |||||
IPO [Member] | Business Combination [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Business acquisition share price | $ 10.06 | |||||
Business combination, consideration transferred, equity interests issued and issuable | $ 368,136,945 | |||||
Common Class A [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Proceeds from initial public offer gross | $ 400,000,000 | |||||
Proceeds from issuance of warrants | 18,400,000 | |||||
Adjustment to additional paid in capital stock issuance costs | $ 20,292,642 | |||||
Common stock shares issued | 0 | |||||
Common stock shares outstanding | 0 | |||||
Stock redeemed or called during period, shares | 36,597,112 | 36,597,112 | ||||
Common stock par or stated value per share | $ 0.0001 | |||||
Common Class A [Member] | Business Combination [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Business acquisition share price | $ 9.2 | |||||
Common Class A [Member] | IPO [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Stock shares issued during the period shares new issues | 40,000,000 | |||||
Proceeds from initial public offer gross | $ 400,000,000 | |||||
Adjustment to additional paid in capital stock issuance costs | 21,292,016 | $ 21,292,016 | ||||
Expense related to distribution or servicing and underwriting fees | 7,275,000 | |||||
Underwriter fees reimbursed | 225,000 | |||||
Deferred underwriting fees non current | 13,125,000 | $ 13,125,000 | ||||
Other offering costs | 892,016 | |||||
Payments towards restricted investments | $ 400,000,000 | |||||
Sale of stock issue price per share | $ 10 | |||||
Private Placement Warrants [Member] | Private Placement [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Class of warrants or rights number of warrants issued during the period | 10,500,000 | |||||
Class of warrants or rights issue price | $ 1 | |||||
Proceeds from issuance of warrants | $ 10,500,000 | |||||
Common Class B [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Common stock shares issued | 10,000,000 | |||||
Common stock shares outstanding | 10,000,000 | |||||
Common stock par or stated value per share | $ 0.0001 | |||||
Common Class B [Member] | Sponsor [Member] | ||||||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, options, forfeitures in period | 2,000,000 | |||||
Shares issued, shares, share-based payment arrangement, forfeited | 7,950,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies Basis of Presentation - Summary of Class A Common Stock Subject to Possible Redemption (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 25, 2022 | Dec. 31, 2021 | |
Plus: | ||
Class A common stock subject to possible redemption | $ 400,000,000 | |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Gross proceeds | 400,000,000 | |
Less: | ||
Proceeds allocated to Public Warrants | (18,400,000) | |
Class A ordinary shares issuance costs | (20,292,642) | |
Redemptions | $ (368,136,945) | |
Class A ordinary shares no longer redeemable | (34,230,264) | |
Plus: | ||
Accretion of carrying value to redemption value | 2,367,209 | 38,692,642 |
Class A common stock subject to possible redemption | $ 0 | $ 400,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies Basis of Presentation - Schedule of Earnings Per Share Basic And Diluted (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 25, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 26, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 25, 2022 | Sep. 26, 2021 | |
Numerator: | ||||||||
Allocation of net income | $ 3,892,215 | $ 12,089,930 | $ 8,997,219 | $ 5,451,821 | $ (2,244,949) | $ 19,314,054 | $ 24,979,364 | $ 22,520,926 |
Denominator: | ||||||||
Diluted weighted average shares outstanding | 45,912,405 | 48,612,048 | ||||||
Basic net income per common share | $ 0.01 | $ 0.45 | ||||||
Diluted net income per common share | $ 0.01 | $ 0.45 | ||||||
Common Stock [Member] | ||||||||
Numerator: | ||||||||
Allocation of net income | $ 568,473 | 0 | $ 21,655,622 | |||||
Denominator: | ||||||||
Basic weighted average shares outstanding | 45,912,405 | 48,612,048 | ||||||
Basic net income per common share | $ 0.01 | $ 0.45 | ||||||
Common Class A [Member] | ||||||||
Denominator: | ||||||||
Basic net income per common share | $ 0.11 | $ 0.45 | ||||||
Diluted net income per common share | $ 0.11 | $ 0.45 | ||||||
Common Class A [Member] | Common Stock [Member] | ||||||||
Numerator: | ||||||||
Allocation of net income | 0 | $ 4,361,457 | $ 18,016,741 | |||||
Denominator: | ||||||||
Basic weighted average shares outstanding | 40,000,000 | 40,000,000 | ||||||
Diluted weighted average shares outstanding | 40,000,000 | 40,000,000 | ||||||
Basic net income per common share | $ 0.11 | $ 0.45 | ||||||
Diluted net income per common share | 0.11 | 0.45 | ||||||
Common Class B [Member] | ||||||||
Denominator: | ||||||||
Basic net income per common share | 0.11 | 0.45 | ||||||
Diluted net income per common share | $ 0.11 | $ 0.45 | ||||||
Common Class B [Member] | Common Stock [Member] | ||||||||
Numerator: | ||||||||
Allocation of net income | $ 0 | $ 1,090,364 | $ 4,504,185 | |||||
Denominator: | ||||||||
Basic weighted average shares outstanding | 10,000,000 | 10,000,000 | ||||||
Diluted weighted average shares outstanding | 10,000,000 | 10,000,000 | ||||||
Basic net income per common share | $ 0.11 | $ 0.45 | ||||||
Diluted net income per common share | $ 0.11 | $ 0.45 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies Basis of Presentation - Schedule of Earnings Per Share Basic And Diluted (Parenthetical) (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 25, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 26, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 25, 2022 | Sep. 26, 2021 | |
Net income | $ 3,892,215 | $ 12,089,930 | $ 8,997,219 | $ 5,451,821 | $ (2,244,949) | $ 19,314,054 | $ 24,979,364 | $ 22,520,926 |
Interest on mandatorily redeemable Class A ordinary shares | $ 3,323,742 | $ 3,323,742 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies Basis of Presentation - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 16, 2022 | Oct. 05, 2020 | Sep. 25, 2022 | Sep. 26, 2021 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | |||||
Unrecognized tax benefits | $ 0 | ||||
Accrued interest and penalties on unrecognized tax benefits | $ 0 | ||||
Cash insured with federal deposit insurance corporation | $ 250,000 | ||||
Change in Redemption Value of Shares Subject to Redemption value | 0 | ||||
Term Of Restricted Investments | 185 days | ||||
US Treasury Securities [Member] | |||||
Accounting Policies [Line Items] | |||||
Term Of Restricted Investments | 185 days | ||||
US Treasury Securities [Member] | Maximum [Member] | |||||
Accounting Policies [Line Items] | |||||
Held to maturity securities, maturity period | 185 days | ||||
Common Class A [Member] | |||||
Accounting Policies [Line Items] | |||||
Adjustment to additional paid in capital stock issuance costs | $ 20,292,642 | ||||
Temporary equity shares outstanding | 0 | 40,000,000 | |||
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 0 | |||
Stock redeemed or called during period, shares | 36,597,112 | 36,597,112 | |||
Common Class A [Member] | Warrant [Member] | Common Stock [Member] | |||||
Accounting Policies [Line Items] | |||||
Exercisable to purchase aggregate shares | 30,500,000 | ||||
Class A Ordinary Shares Subject To Possible Redemption [Member] | |||||
Accounting Policies [Line Items] | |||||
Temporary equity shares outstanding | 40,000,000 | ||||
IPO [Member] | Common Class A [Member] | |||||
Accounting Policies [Line Items] | |||||
Adjustment to additional paid in capital stock issuance costs | $ 21,292,016 | $ 21,292,016 | |||
Offering costs | 20,292,642 | ||||
Offering costs expensed | $ 999,374 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) | Oct. 05, 2020 $ / shares shares |
Subsidiary, Sale of Stock [Line Items] | |
Class of warrants or rights exercise price | $ 11.5 |
IPO [Member] | Common Class A [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Stock shares issued during the period shares new issues | shares | 40,000,000 |
Sale of stock issue price per share | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Detail) | Oct. 05, 2020 USD ($) $ / shares shares |
Subsidiary, Sale of Stock [Line Items] | |
Class of warrants or rights exercise price | $ 11.5 |
Private Placement [Member] | Private Placement Warrants [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Class of warrants or rights number of warrants issued during the period | shares | 10,500,000 |
Class of warrants or rights issue price | $ 1 |
Proceeds from warrant issue | $ | $ 10,500,000 |
Class of warrants or rights exercise price | $ 11.5 |
Related Party Transactions Fo_2
Related Party Transactions Founder Shares - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||||
Sep. 25, 2022 | Sep. 23, 2022 | Nov. 16, 2020 | Oct. 05, 2020 | Sep. 14, 2020 | Jul. 29, 2020 | Sep. 25, 2022 | Sep. 26, 2021 | Sep. 25, 2022 | Sep. 26, 2021 | Dec. 31, 2021 | Aug. 04, 2020 | |
Related Party Transaction [Line Items] | ||||||||||||
Common stock, shares, issued | 11,402,888 | 11,402,888 | 11,402,888 | |||||||||
Common stock shares outstanding | 11,402,888 | 11,402,888 | 11,402,888 | |||||||||
Administrative Services Agreement [Member] | Maximum [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Administrative monthly fees | $ 10,000 | |||||||||||
Administrative Services Agreement [Member] | General and Administrative Expense [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction expenses | $ 30,000 | $ 30,000 | $ 90,000 | $ 90,000 | ||||||||
Administrative Services Agreement [Member] | Other Income [Member] | Sponsor [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Income from forgiveness of accrued administrative services fee | $ 230,000 | |||||||||||
Working Capital Loans [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Working capital loans outstanding | 0 | 0 | 0 | $ 0 | ||||||||
Convertible debt | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||||
Warrant issue price | $ 1 | $ 1 | $ 1 | |||||||||
Common Class B [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock, shares, issued | 10,000,000 | |||||||||||
Common stock shares outstanding | 10,000,000 | |||||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Share based compensation by share based payment arrangement shares forfeited | 7,950,000 | |||||||||||
Founder Shares [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Payments of stock issuance costs | $ 25,000 | |||||||||||
Stock repurchased and retired during period, shares | 2,875,000 | |||||||||||
Stock issued during period subject to forfeiture | 1,500,000 | |||||||||||
Percent of stock convertible | 20% | |||||||||||
Stock price threshold limit | $ 12 | $ 12 | $ 12 | |||||||||
Founder Shares [Member] | Common Class B [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from issuance of common stock | $ 11,500,000 | |||||||||||
Common stock, shares, issued | 10,000,000 | 14,375,000 | ||||||||||
Common stock shares outstanding | 10,000,000 | 11,500,000 | ||||||||||
Share based compensation by share based payment arrangement shares forfeited | 2,000,000 | 1,500,000 | ||||||||||
Common Stock, Conversion Basis | one-for-one | |||||||||||
Conversion of stock, Shares converted | 8,000,000 |
Commitments and Contingencies_2
Commitments and Contingencies Risks and Uncertainties - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 25, 2022 | Sep. 25, 2022 | Oct. 05, 2020 | |
Loss Contingencies [Line Items] | |||
Underwriting fee, per unit cash paid | $ 0.35 | $ 0.35 | |
Stock related warrants issued during the period shares | 2,500,000 | ||
Forgiveness of deferred underwriting fee payable | $ 3,748,361 | $ 3,748,361 | |
IPO [Member] | Common Class A [Member] | |||
Loss Contingencies [Line Items] | |||
Deferred underwriting fees non current | $ 13,125,000 | $ 13,125,000 | $ 13,125,000 |
Stock related warrants issued during the period shares | 9,376,638 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit)/Shareholders' Deficit - Additional Information (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 16, 2022 | Sep. 25, 2022 | Dec. 31, 2021 | |
Stockholders Equity Note [Line Items] | |||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Preferred stock shares authorized | 20,000,000 | 5,000,000 | |
Preferred stock shares issued | 0 | 0 | |
Preferred stock shares outstanding | 0 | 0 | |
Common stock par or stated value per share | $ 0.0001 | ||
Common stock shares authorized | 800,000,000 | ||
Common stock shares issued | 11,402,888 | ||
Common stock shares outstanding | 11,402,888 | ||
Common stock description of voting rights | one vote | ||
Minimum common stock shares to be maintained | 20% | ||
Common Class A [Member] | |||
Stockholders Equity Note [Line Items] | |||
Common stock par or stated value per share | $ 0.0001 | ||
Common stock shares authorized | 500,000,000 | ||
Common stock shares issued | 0 | ||
Common stock shares outstanding | 0 | ||
Common stock description of voting rights | one vote | ||
Ordinary shares subject to possible redemption shares | 0 | 40,000,000 | |
Stock redeemed or called during period, shares | 36,597,112 | 36,597,112 | |
Common Class B [Member] | |||
Stockholders Equity Note [Line Items] | |||
Common stock par or stated value per share | $ 0.0001 | ||
Common stock shares authorized | 50,000,000 | ||
Common stock shares issued | 10,000,000 | ||
Common stock shares outstanding | 10,000,000 | ||
Common stock description of voting rights | one vote | ||
Ordinary shares subject to possible redemption shares | 10,000,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares | 9 Months Ended | |
Sep. 25, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Percentage of proceeds from share issuances | 60% | |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, Outstanding | 10,500,000 | 10,500,000 |
Private Placement Warrants [Member] | Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants exercise price adjustment percentage | 180% | |
Private Placement Warrants [Member] | Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants exercise price adjustment percentage | 115% | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, Outstanding | 20,000,000 | 20,000,000 |
Share Trigger Price One [Member] | Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Minimum share price required for redemption of Warrants | $ 0.01 | |
Minimum notice period for warrants redemption | 30 days | |
Share Trigger Price One [Member] | Private Placement Warrants [Member] | Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants redeemable, threshold trading days | 30 days | |
Share Trigger Price One [Member] | Private Placement Warrants [Member] | Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants redeemable, threshold consecutive trading days | 20 days | |
Share Trigger Price Two [Member] | Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Minimum notice period for warrants redemption | 30 days | |
Effective statements available period determining warrants redemption | 30 days | |
Common Class A [Member] | Business Combination [Member] | ||
Class of Warrant or Right [Line Items] | ||
Business acquisition share price | $ 9.2 | |
Common Class A [Member] | Share Trigger Price One [Member] | Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, redemption price per share | 18 | |
Common Class A [Member] | Share Trigger Price One [Member] | Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price | 18 | |
Common Class A [Member] | Share Trigger Price Two [Member] | Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, redemption price per share | 10 | |
Common Class A [Member] | Share Trigger Price Two [Member] | Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price | $ 10 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional information (Detail) | Dec. 31, 2021 USD ($) |
Fair Value Disclosures [Abstract] | |
Restricted cash non current | $ 549 |
Held to maturity securities at amortized cost | $ 400,248,942 |
Fair Value Measurements - Held
Fair Value Measurements - Held To Maturity Securities (Detail) | Dec. 31, 2021 USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Amortized Cost | $ 400,248,942 |
US Treasury Securities [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Amortized Cost | 400,248,942 |
Gross Holding Gain | 3,389 |
Fair Value | $ 400,252,331 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets And Liabilities Measured At Fair Value On Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Sep. 25, 2022 | Dec. 31, 2021 |
Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrant Liability | $ 8,800,000 | $ 22,700,000 |
Level 2 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Warrant Liability | $ 4,620,000 | $ 11,917,500 |