Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 01, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-39576 | ||
Entity Central Index Key | 0001820872 | ||
Entity Registrant Name | Apollo Strategic Growth Capital | ||
Entity Incorporation, State or Country Code | CA | ||
Entity Tax Identification Number | 98-0598290 | ||
Entity Address, Address Line One | 9 West 57th Street | ||
Entity Address, Address Line Two | 43rd Floor | ||
Entity Address, City or Town | New York | ||
Entity Address State Or Province | NY | ||
Entity Address, Postal Zip Code | 10019 | ||
City Area Code | 212 | ||
Local Phone Number | 515-3200 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | true | ||
Entity Public Float | $ 798,840,180 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Auditor Firm ID | 100 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | New York, New York | ||
Units, each consisting of one Class A ordinary share, $0.00005 par value, and one-third of one warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.00005 par value, and one-third of one warrant | ||
Trading Symbol | APSG.U | ||
Security Exchange Name | NYSE | ||
Class A ordinary shares | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A ordinary shares | ||
Trading Symbol | APSG | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 81,681,000 | ||
Class B ordinary shares | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 20,420,250 | ||
Warrants. | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants | ||
Trading Symbol | APSG WS | ||
Security Exchange Name | NYSE |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 161,277 | $ 257,872 |
Prepaid expenses | 495,915 | 1,125,255 |
Total current assets | 657,192 | 1,383,127 |
Investments held in Trust Account | 817,356,537 | 816,985,533 |
Total assets | 818,013,729 | 818,368,660 |
Current liabilities: | ||
Accounts payable and accrued offering costs | 6,560,426 | 383,164 |
Advances from related party | 2,040,211 | 373,517 |
Note payable - Sponsor | 5,800,000 | 1,500,000 |
Total current liabilities | 14,400,637 | 2,256,681 |
Derivative warrant liabilities | 55,943,533 | 74,642,310 |
Deferred underwriting compensation | 28,588,350 | 28,588,350 |
Total liabilities | 98,932,520 | 105,487,341 |
Commitments and contingencies (Note 7) | ||
Class A ordinary shares subject to possible redemption; 81,681,000 shares (at approximately $10.00 per share) as of December 31, 2021 and 2020 | 816,810,000 | 816,810,000 |
Shareholders' deficit: | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (97,729,812) | (103,929,702) |
Total shareholders' deficit | (97,728,791) | (103,928,681) |
Total liabilities and shareholders' deficit | 818,013,729 | 818,368,660 |
Class A ordinary shares | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption; 81,681,000 shares (at approximately $10.00 per share) as of December 31, 2021 and 2020 | 816,810,000 | 816,810,000 |
Class B ordinary shares | ||
Shareholders' deficit: | ||
Ordinary shares | $ 1,021 | $ 1,021 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.00005 | $ 0.00005 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A ordinary shares | ||
Class A common stock subject to possible redemption, issued (in shares) | 81,681,000 | 81,681,000 |
Shares subject to possible redemption, redemption value per share | $ 10 | $ 10 |
Common shares, par value, (per share) | $ 0.00005 | $ 0.00005 |
Common shares, shares authorized | 300,000,000 | 300,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class B ordinary shares | ||
Common shares, par value, (per share) | $ 0.00005 | $ 0.00005 |
Common shares, shares authorized | 60,000,000 | 60,000,000 |
Common shares, shares issued | 20,420,250 | 20,420,250 |
Common shares, shares outstanding | 20,420,250 | 20,420,250 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUE | $ 0 | $ 0 | $ 0 |
EXPENSES | |||
Administrative fee - related party | 200,650 | 46,669 | |
General and administrative | 12,663,776 | 536,614 | 1,853 |
TOTAL EXPENSES | 12,864,426 | 583,283 | 1,853 |
OTHER INCOME (EXPENSES) | |||
Interest expense | (5,465) | (414) | |
Investment income from Trust Account | 371,004 | 175,533 | |
Transaction costs allocable to warrant liability | 0 | (2,344,508) | 0 |
Change in fair value of derivative warrant liabilities | 18,698,777 | (16,889,088) | |
TOTAL OTHER INCOME (EXPENSES) - NET | 19,064,316 | (19,058,477) | |
Net income (loss) | $ 6,199,890 | $ (19,641,760) | $ (1,853) |
Class A ordinary shares | |||
OTHER INCOME (EXPENSES) | |||
Weighted Average Number of Shares Outstanding, Basic | 81,681,000 | 18,828,526 | |
Weighted Average Number of Shares Outstanding, Diluted | 81,681,000 | 18,828,526 | |
Earnings Per Share, Basic | $ 0.06 | $ (0.52) | |
Earnings Per Share, Diluted | $ 0.06 | $ (0.52) | |
Class B ordinary shares | |||
OTHER INCOME (EXPENSES) | |||
Weighted Average Number of Shares Outstanding, Basic | 20,420,250 | 18,983,377 | 18,750,000 |
Weighted Average Number of Shares Outstanding, Diluted | 20,420,250 | 18,983,377 | 18,750,000 |
Earnings Per Share, Basic | $ 0.06 | $ (0.52) | $ 0 |
Earnings Per Share, Diluted | $ 0.06 | $ (0.52) | $ 0 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Class B ordinary sharesCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2018 | $ 1,078 | $ 27,117 | $ (28,195) | |
Balance at the beginning (in shares) at Dec. 31, 2018 | 21,562,500 | |||
Capital contributions | 3,707 | $ 3,707 | ||
Net income | (1,853) | (1,853) | ||
Balance at the end at Dec. 31, 2019 | $ 1,078 | 30,824 | (30,048) | 1,854 |
Balance at the end (in shares) at Dec. 31, 2019 | 21,562,500 | |||
Excess of proceeds received over fair value of private warrant liabilities | 328,959 | 328,959 | ||
Forfeiture of Class B ordinary shares by Sponsor | $ (57) | 57 | ||
Forfeiture of Class B ordinary shares by Sponsor (in shares) | (1,142,250) | |||
Accretion of Class A ordinary shares subject to possible redemption amount | (359,840) | (84,257,894) | (84,617,734) | |
Net income | $ 0 | 0 | (19,641,760) | (19,641,760) |
Balance at the end at Dec. 31, 2020 | $ 1,021 | 0 | (103,929,702) | (103,928,681) |
Balance at the end (in shares) at Dec. 31, 2020 | 20,420,250 | |||
Net income | $ 0 | 0 | 6,199,890 | 6,199,890 |
Balance at the end at Dec. 31, 2021 | $ 1,021 | $ 0 | $ (97,729,812) | $ (97,728,791) |
Balance at the end (in shares) at Dec. 31, 2021 | 20,420,250 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities: | |||
Net income (loss) | $ 6,199,890 | $ (19,641,760) | $ (1,853) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Investment income earned on investment held in Trust Account | (371,004) | (175,533) | |
Formation and organization costs paid by related parties | 27,607 | 3,707 | |
Costs associated with warrant liabilities | 2,344,508 | ||
Change in fair value of derivative warrant liabilities | (18,698,777) | 16,889,088 | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | 629,340 | (1,123,401) | (1,854) |
Accounts payable and accrued expenses | 6,179,734 | (761,757) | |
Advances from Related Parties | 2,035,989 | ||
Net Cash Used In Operating Activities | (4,024,828) | (2,441,248) | 0 |
Cash Flows From Investing Activities: | |||
Cash deposited into Trust Account | (816,810,000) | ||
Net Cash Used In Investing Activities | 0 | (816,810,000) | 0 |
Cash Flows From Financing Activities: | |||
Proceeds from sale of Units in Public Offering | 816,810,000 | ||
Proceeds from sale of Private Placement Warrants | 18,336,200 | ||
Payment of underwriter commissions | (16,336,200) | ||
Payment of offering costs | (800,880) | ||
Proceeds from Sponsor note | 4,300,000 | 1,500,000 | |
Repayment of advances from Sponsor | 371,767 | ||
Net Cash Provided By Financing Activities | 3,928,233 | 819,509,120 | 0 |
Net change in cash | (96,595) | 257,872 | |
Cash at beginning of year | 257,872 | 0 | 0 |
Cash at end of year | $ 161,277 | 257,872 | 0 |
Supplemental disclosure of non-cash financing activities: | |||
Deferred underwriters' commissions charged to temporary equity in connection with the Public Offering | 28,588,350 | ||
Deferred offering costs paid by related party | 345,910 | $ 3,707 | |
Accrued offering costs which were charged to temporary equity | $ 1,144,924 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Organizational and General Apollo Strategic Growth Capital (formerly known as APH III (Sub I), Ltd.) (the “ Company Initial Business Combination At December 31, 2021, the Company had not commenced any operations. All activity for the period from October 10, 2008 through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Public Offering”) described below and search for a target company. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the net proceeds derived from the Public Offering. The Company has selected December 31st as its fiscal year end. Sponsor and Public Offering On October 6, 2020, the Company consummated the Public Offering of 75,000,000 units, $0.00005 par value at a price of $10.00 per unit (the “ Units Sponsor Private Placement Warrants Trust Account Completion Window On November 10, 2020, the Company consummated the closing of the sale of 6,681,000 additional Units at a price of $10 per unit upon receiving notice of the underwriters’ election to partially exercise their overallotment option (“ Overallotment Units The Company intends to finance its Initial Business Combination with proceeds from the Public Offering, the Private Placement, debt or a combination of the foregoing. Trust Account The proceeds held in the Trust Account are invested only in U.S. government securities with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest only in direct U.S. government treasury obligations, as determined by the Company. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. At December 31, 2021, the proceeds of the Public Offering were held in U.S. government securities, as specified above. The Company’s amended and restated memorandum and articles of association provides that, other than the withdrawal of interest to pay its tax obligations (the “ Permitted Withdrawals Public Shares Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under New York Stock Exchange (“ NYSE If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a shareholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to make Permitted Withdrawals. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to make Permitted Withdrawals (less up to $100,000 of such net interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within the Completion Window. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquire Class A ordinary shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of ordinary share, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Going Concern Considerations, Liquidity and Capital Resources As of December 31, 2021, we had investments held in the Trust Account of $817,356,537 principally invested in U.S. government securities. Interest income on the balance in the Trust Account may be used by us to pay taxes, and to pay up to $100,000 of any dissolution expenses. As of December 31, 2021, the Company does not have sufficient liquidity to meet our future obligations. As of December 31, 2021, the Company had a working capital deficit of approximately $13.7 million, current liabilities of $14.4 million and had cash of approximately $161,000. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ ASU Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern GAAP The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete its Initial Business Combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete the Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. If an Initial Business Combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price or requires the Company to have a minimum amount of cash at closing, the Company will need to reserve a portion of the cash in the Trust Account to meet such requirements or arrange for third-party financing. The Company is required to complete an Initial Business Combination within the Completion Window. If the Company is unable to complete an Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefore, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish the public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the Trust Account in the event the Company does not complete an Initial Business Combination within the Completion Window and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of the public shares. Recent Developments GBT Business Combination On December 2, 2021, we entered into a Business Combination Agreement (the “ Business Combination Agreement GBT PubCo Up-C structure Pursuant to, and in accordance with the terms, and subject to the conditions, of the Business Combination Agreement, we will change our jurisdiction of incorporation from the Cayman Islands to the State of Delaware by effecting a deregistration under the Cayman Islands Companies Act (2021 Revision), as amended, and a domestication under Section 388 of the General Corporation Law of the State of Delaware, as amended. Earnout Pursuant to the Business Combination Agreement and on the terms and subject to the conditions thereof, the holders of GBT Ordinary Shares, GBT Preferred Shares, GBT Profit Shares, GBT MIP Shares and certain legacy GBT MIP Options will also receive an aggregate of 15,000,000 “earnout” shares in the form of equity interests of GBT following the Closing. PIPE Subscription Agreements On December 2, 2021, concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “ PIPE Subscription Agreements PIPE Investors PIPE Investment Acquiror Class B Common Stock Subscription Agreement In connection with the Business Combination Agreement, PubCo and GBT will enter into a subscription agreement (the “ Acquiror Class B Common Stock Subscription Agreement ”) pursuant to which PubCo will issue and sell to GBT, and GBT will subscribe for and purchase from PubCo, shares of Domesticated Acquiror Class B Common Stock (the “ GBT Subscription ”) in exchange for the amount which equals the product of (a) $0.0001 per share and (b) the aggregate number of shares of Domesticated Acquiror Class B Common Stock to be subscribed for by GBT (the “ Acquiror Class B Common Stock Purchase Price ”). Acquiror Subscribed Ordinary Shares Subscription Agreement In connection with the Business Combination Agreement, GBT and PubCo will enter into a subscription agreement (the “ Acquiror Subscribed Ordinary Shares Subscription Agreement ”) pursuant to which GBT will issue and sell to PubCo, and PubCo will subscribe for and purchase from GBT, OpCo A Ordinary Shares and one OpCo Z Ordinary Share in exchange for the Acquiror Subscribed Ordinary Shares Purchase Price. Acquiror Class B Common Stock Distribution Agreement In connection with the Business Combination Agreement, GBT and the Continuing JerseyCo Owners will enter into a distribution agreement (the “ Acquiror Class B Common Stock Distribution Agreement ”) pursuant to which, following the GBT Subscription, GBT will distribute to the Continuing JerseyCo Owners, and each Continuing JerseyCo Owner will accept from GBT, the shares of Domesticated Acquiror Class B Common Stock that GBT acquired in connection with the GBT Subscription, in partial consideration for the redemption and cancellation of the GBT Ordinary Shares held by the Continuing JerseyCo Owners. Sponsor Support Agreement In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, members of our board of directors and management (the “ Insiders ”) and GBT entered into a support agreement (the “ Sponsor Support Agreement ”). Pursuant to the Sponsor Support Agreement, the Sponsor and each Insider agreed to, among other things, vote or cause to be voted, all of the Acquiror Cayman Shares beneficially owned by it, at the Special Meeting: (i) in favor of all the Shareholder Proposals, (ii) against any competing transaction, (iii) against any change in the business, our management or board of directors that would reasonably be expected to adversely affect our ability to consummate the Transactions or is otherwise inconsistent with any of our obligations under the Business Combination Agreement, and (iv) against any other proposal, agreement or action that would reasonably be expected to (a) impede, frustrate, prevent or nullify, or materially delay or materially impair our ability to perform our obligations under, any provision of the Business Combination Agreement or the transaction documents, (b) result in any of the conditions to Closing not being satisfied or (c) result in our breach of any covenant, representation or warranty or other obligation or agreement under the Business Combination Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor or the Insiders contained in the Sponsor Support Agreement. The Sponsor and each Insider also agreed not to redeem any of the Acquiror Cayman Shares beneficially owned by them in connection with the Transactions or sell any of their Acquiror Cayman Shares, Acquiror Cayman Units or Acquiror Cayman Warrants (other than to certain permitted transferees) during the pre-Closing period. Further, the Sponsor and each Insider have agreed to comply with certain provisions of the Business Combination Agreement, including the provisions regarding non-solicitation, confidentiality and publicity, as if they were APSG with respect to such provisions, and to execute and deliver all documents and take all actions reasonably necessary by them for us to comply with its obligations relating to regulatory approvals in the Business Combination Agreement. Sponsor Side Letter In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, APSG and GBT entered into a letter agreement (the “ Sponsor Side Letter ”). Pursuant to the Sponsor Side Letter, the Sponsor and each Insider has agreed not to transfer (other than to certain permitted transferees), subject to certain transfer restrictions (i) any shares of Domesticated Acquiror Class A Common Stock issued to each of them at the Closing, and (ii) any of the Domesticated Acquiror Warrants (or any shares of Domesticated Acquiror Class A Common Stock issued or issuable upon exercise of the Domesticated Acquiror Warrants) issued to each of them at the Closing until 30 days after the Closing. In addition, pursuant to the Sponsor Side Letter, the Sponsor has agreed that 13,631,318 of the shares of Domesticated Acquiror Class A Common Stock issued to the Sponsor at the Closing (the “ Sponsor Shares ”) will immediately vest without restrictions and 6,713,932 of the Sponsor Shares will be deemed unvested subject to certain triggering events to occur within five years from Closing. Company Holders Support Agreement In connection with the Business Combination Agreement, on December 2, 2021, the Continuing JerseyCo Owners and GBT entered into a support agreement (the “ Company Holders Support Agreement ”). Pursuant to the Company Holders Support Agreement, each of the Continuing JerseyCo Owners agreed to, among other things, during the pre-Closing period, execute, deliver or otherwise grant any action by written consent, special resolution or other approval, or vote or cause to be voted at any meeting of shareholders of GBT: (i) in favor of any such consent, resolution or other approval, as may be required under the organizational documents of GBT or applicable law or otherwise sought with respect to the Business Combination Agreement or the Transactions and (ii) against any competing transaction and any other proposal, agreement or action that would reasonably be expected to (a) prevent or nullify, or materially delay or materially impair the ability of GBT to perform its obligations under, any provision of the Business Combination Agreement or the transaction documents, (b) result in any of the conditions to Closing not being satisfied or (c) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Continuing JerseyCo Owners contained in the Company Holders Support Agreement. Each of the Continuing JerseyCo Owners also agreed not to sell any of its GBT Ordinary Shares, GBT Preferred Shares or GBT Profit Shares (other than to certain permitted transferees) during the pre-Closing period. Further, each Continuing JerseyCo Owner has agreed to comply with certain provisions of the Business Combination Agreement, including the provisions regarding non-solicitation and publicity, as if they were GBT with respect to such provisions, and to execute and deliver on the date of Closing, the Shareholders Agreement, the Acquiror Class B Common Stock Distribution Agreement, the Exchange Agreement (as defined below) and the Amended and Restated Registration Rights Agreement (as defined below). Additionally, each Continuing JerseyCo Owner has agreed not to transfer, until the 180th day following the Closing (the “ UW Lock-Up Release Date ”), any equity securities of PubCo or GBT (subject to certain permitted exceptions); provided, that if the final determination of the Post-Closing Equity Adjustment has not occurred prior to the expiration of the UW Lock-Up Release Date, then each Continuing JerseyCo Owner agrees to retain and not transfer at least 5% of each class of securities of each of PubCo and GBT (subject to certain permitted exceptions) that it receives in connection with the Closing, from the UW Lock-Up Release Date until the completion of the implementation of the adjustments set forth in the Business Combination Agreement in connection with the Post-Closing Equity Adjustment. Amex Holdco and its affiliates have also agreed to use their reasonable best efforts to enter into definitive agreements with GBT in respect of certain commercial arrangements. Amended and Restated Registration Rights Agreement At the Closing, PubCo, the Sponsor, the Insiders and the Continuing JerseyCo Owners (collectively, the “ Holders Amended and Restated Registration Rights Agreement Exchange Agreement At the Closing, PubCo, GBT and the Continuing JerseyCo Owners will enter into an exchange agreement (the “ Exchange Agreement Shareholders Agreement At Closing, PubCo, GBT, American Express Travel Holdings Netherlands Coöperatief U.A., Juweel Investors (SPC) Limited and Expedia will enter into a shareholders agreement (the “ Shareholders Agreement |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“ SEC Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs Associated with the Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “ Distinguishing Liabilities from Equity Effective with the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021 and 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 Income Taxes ASC 740, “ Income Taxes There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share and allocates income/loss on a pro rata basis. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the years ended December 31, 2021 and 2020. The Company did not have any Class A ordinary shares outstanding as of December 31, 2019: Year Ended Year Ended December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 4,959,912 $ 1,239,978 $ (9,780,661) $ (9,861,099) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 18,828,526 18,983,377 Basic and diluted net income (loss) per ordinary share $ 0.06 $ 0.06 $ (0.52) $ (0.52) Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging Fair Value Measurement Warrant Instruments The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of December 31, 2021, 2020 and 2019, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt -Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (" ASU 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2021 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Public Offering, the Company sold 81,681,000 Units at a purchase price of $10.00 per Unit, including the issuance of 6,681,000 Units as a result of the underwriters’ exercise of their over-allotment option, generating gross proceeds to the Company in the amount of $816,810,000. Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.00005 per share (the “ Class A ordinary shares one one Public Warrant |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Pursuant to the Public Offering, the Company sold an aggregate of 12,224,134 Private Placement Warrants to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $18,336,200. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Completion Window, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTIES | |
RELATED PARTIES | NOTE 5 — RELATED PARTIES Founder Shares In October 2008, the Company was formed by Apollo Principal Holdings III, L.P. (“ Holdings one Founder Shares three The Founder Shares are identical to the Class A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares are Class B ordinary shares which automatically convert into Class A ordinary shares at the time of the Company’s Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Loans On August 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $750,000 to cover expenses related to the Public Offering pursuant to an unsecured promissory note (the “ Note On October 20, 2020, the Sponsor executed an unsecured promissory note (the “ October Note . As of December 31, 2021 and 2020, the outstanding interest on the October Note was $2,514 and $414, respectively. Up to $1,500,000 of the October Note may be convertible into warrants identical to the Private Placement Warrants at a price of $1.50 per warrant at the option of the lender. On February 22, 2021, the Sponsor executed an unsecured promissory note (the “ February Note pursuant to the February Note. As of December 31, 2021, the outstanding balance on the February Note was $800,000. As of December 31, 2021, the outstanding interest on the February Note was $821. On June 18, 2021, the Sponsor executed an unsecured promissory note (the “ June Note pursuant to the June Note. As of December 31, 2021, the outstanding balance on the June Note was $2,000,000. As of December 31, 2021, the outstanding interest on the June Note was $1,375. On September 14, 2021, the Sponsor executed an unsecured promissory note (the “ September Note Advances from Related Parties Affiliates of the Sponsor paid certain formation, operating and offering costs on behalf of the Company. These advances are due on demand and are non-interest bearing. For the years ended December 31, 2021 and December 31, 2020 and for the period from October 10, 2008 (inception) through December 31, 2020, the related parties paid $2,040,211, $373,517 and $0 of offering costs and other expenses on behalf of the Company, respectively. As of December 31, 2021, 2020 and 2019, there was $2,040,211, $373,517 and $0 due to the related parties, respectively. Administrative Service Fee Commencing on the date the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $16,667 per month for office space, utilities and secretarial and administrative support for up to 27 months. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred and paid $200,650, $46,669 and $0 for such expenses under the administrative services agreement for the years ended December 31, 2021, 2020 and 2019, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the Founder Shares, Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans, if any, (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to demand that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 30-day option from the date of the final prospectus to purchase up to 9,000,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions. On November 10, 2020, the Company consummated the sale of additional units pursuant to the underwriters’ partial exercise of their over-allotment option. Upon the closing of the Public Offering and the over-allotment, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $16,336,200, after the underwriters’ exercised their over-allotment option, which was paid in the aggregate upon the closing of the Public Offering and the over-allotment. In addition, the underwriters are entitled to an underwriting discount of $0.35 per unit, or $28,588,350 in the aggregate is payable to the underwriters for deferred underwriting commissions. The deferred fee becomes payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. Service Provider Agreement The Company has entered into a fee arrangement with a service provider pursuant to which certain success fees in connection with a potential Business Combination will become payable only if the Company consummates the pending Business Combination with GBT. If the pending Business Combination with GBT does not occur, the Company will not be required to pay these contingent fees. As of December 31, 2021, the amount of these contingent fees with the service provider was approximately $7.0 million. Placement Agent Agreement Separately, the Company has entered into a fee arrangement with placement agents pursuant to which certain placement fees equal to 3.5% of gross proceeds from a securities private placement (net of proceeds invested by related parties or affiliates of the Company) will become payable only if the Company consummates the pending Business Combination with GBT. If the pending Business Combination with GBT does not occur, the Company will not be required to pay these contingent fees. There can be no assurances that the Company will complete the pending Business Combination with GBT. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | NOTE 7 — SHAREHOLDERS’ EQUITY Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.00005 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021, 2020 and 2019, there were no preferred shares issued or outstanding. Ordinary Shares The authorized ordinary shares of the Company include up to 300,000,000 Class A ordinary shares and 60,000,000 Class B ordinary shares. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of Class A ordinary shares which the Company is authorized to issue at the same time as the Company’s shareholders vote on the Initial Business Combination to the extent the Company seeks shareholder approval in connection with the Initial Business Combination. Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share. As of December 31, 2021 and 2020, there were 81,681,000 Class A ordinary shares subject to possible conversion that were classified as temporary equity in the accompanying balance sheets. As of December 31, 2019, there were no Class A ordinary shares subject to possible conversion. The Class B ordinary shares will automatically convert into our Class A ordinary shares at the time of completion of our Initial Business Combination on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Public Offering and related to the closing of the Initial Business Combination, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination). As of December 31, 2021, 2020 and 2019, there were 20,420,250 Class B |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
WARRANTS | |
WARRANTS | NOTE 8 — WARRANTS As of December 31, 2021 and 2020, there were 39,451,134 warrants outstanding (12,224,134 Private Placement Warrants and 27,227,000 Public Warrants). There were no warrants outstanding as of December 31, 2019. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of an Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if the Company’s ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under the Securities Act, the Company, at its option, may require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon the Company’s redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported closing price of the Company’s ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and a current prospectus relating to those ordinary shares is available throughout the 30-day trading period referred to above. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of the ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete an Initial Business Combination within the Completion Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Company accounts for the 39,451,134 warrants issued in connection with the Public Offering (including 27,227,000 Public Warrants and 12,224,134 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Upon issuance of the derivative warrants the Company recorded a liability of $57,753,222 on the balance sheets. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Public Offering. Accordingly, the Company classifies each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation up until separation for the Public Warrants (subsequent to separation, the public warrants will be valued using publicly available trading price) and a modified Black-Scholes model for the Private Placement Warrants. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company's statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820, Fair Value Measurement The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2021, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. Description Level December 31, 2021 December 31, 2020 December 31, 2019 Assets: Marketable securities held in Trust Account 1 $ 817,356,537 $ 816,985,533 $ — Liabilities: Warrant Liability – Private Placement Warrants 3 21,092,973 23,455,550 — Warrant Liability – Public Warrants 1 34,850,560 51,186,760 — Upon consummation of the Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. At the initial measurement date, the Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. As of both December 31, 2021 and 2020, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. As of both December 31, 2021 and 2020, the Company used a modified Black-Scholes model to value the Private Placement Warrants. The Company relied upon the implied volatility of the Public Warrants and the closing share price at December 31, 2020 to estimate the volatility for the Private Placement Warrants. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. As of both December 31, 2021 and 2020, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2021 and 2020: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2019 $ — Derivative liabilities recorded on issuance of derivative warrants 57,753,222 Transfer to Level 1 (39,745,978) Change in fair value of derivative liabilities 5,448,306 Balance, December 31, 2020 23,455,550 Change in fair value of derivative liabilities (2,362,577) Balance, December 31, 2021 $ 21,092,973 As of December 31, 2021 and 2020, the fair value of the derivative feature of the Private Placement Warrants was calculated using the following weighted average assumptions: December 31, 2021 December 31, 2020 Risk-free interest rate 1.31 % 0.49 % Expected life of grants 5.5 years 5.9 years Expected volatility of underlying shares 18.0 % 10.0 - 30.0 % Dividends 0.0 % 0 % As of December 31, 2021 and 2020, the derivative warrant liability was $55,943,533 and $74,642,310, respectively. In addition, for the years ended December 31, 2021 and 2020, the Company recorded a gain of $18,698,777 and loss of $(16,889,088), respectively, on the change in fair value of the derivative warrant liabilities on the statements of operations. During 2020, the Company charged $328,959 to additional paid in capital for the excess of proceeds received over fair value of Private Placement Warrant liabilities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required recognition or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“ SEC |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Offering Costs Associated with the Public Offering | Offering Costs Associated with the Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “ Distinguishing Liabilities from Equity Effective with the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021 and 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 |
Income Taxes | Income Taxes ASC 740, “ Income Taxes There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share and allocates income/loss on a pro rata basis. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the years ended December 31, 2021 and 2020. The Company did not have any Class A ordinary shares outstanding as of December 31, 2019: Year Ended Year Ended December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 4,959,912 $ 1,239,978 $ (9,780,661) $ (9,861,099) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 18,828,526 18,983,377 Basic and diluted net income (loss) per ordinary share $ 0.06 $ 0.06 $ (0.52) $ (0.52) |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging Fair Value Measurement |
Warrant Instruments | Warrant Instruments The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of December 31, 2021, 2020 and 2019, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt -Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (" ASU 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of reconciliation of Class A common stock reflected on the balance sheet | Gross proceeds $ 816,810,000 Less: Proceeds allocated to Public Warrants $ (39,745,978) Class A ordinary shares issuance costs $ (44,871,756) Plus: Accretion of carrying value to redemption value $ 84,617,734 Class A ordinary shares subject to possible redemption $ 816,810,000 |
Schedule of calculation of basic and diluted net income (loss) per ordinary share | Year Ended Year Ended December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 4,959,912 $ 1,239,978 $ (9,780,661) $ (9,861,099) Denominator: Basic and diluted weighted average shares outstanding 81,681,000 20,420,250 18,828,526 18,983,377 Basic and diluted net income (loss) per ordinary share $ 0.06 $ 0.06 $ (0.52) $ (0.52) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of company's liabilities that are measured at fair value on a recurring basis | Description Level December 31, 2021 December 31, 2020 December 31, 2019 Assets: Marketable securities held in Trust Account 1 $ 817,356,537 $ 816,985,533 $ — Liabilities: Warrant Liability – Private Placement Warrants 3 21,092,973 23,455,550 — Warrant Liability – Public Warrants 1 34,850,560 51,186,760 — |
Schedule of the changes in fair value, including net transfers in all financial assets and liabilities | Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2019 $ — Derivative liabilities recorded on issuance of derivative warrants 57,753,222 Transfer to Level 1 (39,745,978) Change in fair value of derivative liabilities 5,448,306 Balance, December 31, 2020 23,455,550 Change in fair value of derivative liabilities (2,362,577) Balance, December 31, 2021 $ 21,092,973 |
Schedule of the fair value of the derivative feature of the Private warrants | December 31, 2021 December 31, 2020 Risk-free interest rate 1.31 % 0.49 % Expected life of grants 5.5 years 5.9 years Expected volatility of underlying shares 18.0 % 10.0 - 30.0 % Dividends 0.0 % 0 % |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details) | Dec. 02, 2021USD ($)$ / sharesshares | Nov. 10, 2020USD ($)$ / sharesshares | Oct. 06, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Description of Organization and Business Operations | ||||||
Number of units issued | shares | 39,451,134 | |||||
Investments held in Trust | $ 750,000,000 | |||||
Offering cost | $ 800,880 | |||||
Transaction Costs | 41,389,428 | |||||
Underwriting fees | 15,000,000 | |||||
Deferred underwriting commissions | 26,250,000 | |||||
Deferred underwriting fee payable | 26,250,000 | |||||
Other offering costs | 2,344,508 | |||||
Earnout Shares | shares | 15,000,000 | |||||
Transaction costs allocable to warrant liability | $ 0 | 2,344,508 | $ 0 | |||
Maturity term of U.S. government securities | 180 days | |||||
Percentage of aggregate fair market value of assets | 80.00% | |||||
Maximum allowed dissolution expenses | $ 100,000 | $ 100,000 | 100,000 | |||
Proceeds from issuance initial public offering | 816,810,000 | |||||
Cash held outside the Trust Account | 161,277 | $ 257,872 | ||||
Payments for investment of cash in Trust Account | $ 817,356,537 | |||||
Condition for future business combination use of proceeds percentage | 100 | |||||
Condition for future business combination threshold Percentage Ownership | 100 | |||||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | |||||
Threshold number of days to sell their public shares in a tender offer | 2 | |||||
Threshold Business Days For Redemption Of Public Shares | 10 | |||||
Working Capital Deficit | $ 13,700,000 | |||||
Current liabilities | 14,400,637 | $ 2,256,681 | ||||
Cash | $ 161,000 | |||||
Term For Submitting Or Filing Shelf, Covering The Issuance And The Resale Of All Registrable Securities On A Delayed Or Continuous Basis | 30 days | |||||
Term For Declaring Shelf Effective After The Filing | 60 days | |||||
Term For Declaring Shelf Effective After The Filing, If The Sec Notifies That It Will "Review" The Shelf | 90 days | |||||
Term For Declaring Shelf Effective After The Date When Entity Is Notified Orally Or In Writing, Whichever Is Earlier By The Sec That The Shelf Will Not Be Reviewed Or Will NotBeSubjectToFurther Review | 10 days | |||||
Initial Public Offering. | ||||||
Description of Organization and Business Operations | ||||||
Number of units issued | shares | 75,000,000 | 81,681,000 | ||||
Unit Par Value | $ / shares | $ 0.00005 | |||||
Unit Price | $ / shares | $ 10 | |||||
Proceeds from offering | $ 750,000,000 | |||||
Investments held in Trust | 139,428 | |||||
Threshold Business Days For Redemption Of Public Shares | 10 | |||||
Initial Public Offering. | Class A ordinary shares | ||||||
Description of Organization and Business Operations | ||||||
Proceeds from issuance initial public offering | $ 816,810,000 | |||||
Over-allotment option | ||||||
Description of Organization and Business Operations | ||||||
Number of units issued | shares | 9,000,000 | |||||
Unit Price | $ / shares | $ 10 | |||||
Proceeds from offering | $ 66,810,000 | |||||
Offering cost | 3,674,550 | |||||
Deferred underwriting fee payable | $ 2,338,350 | |||||
Number of shares to be issued | shares | 6,681,000 | |||||
Over-allotment option | Founder | ||||||
Description of Organization and Business Operations | ||||||
Maximum shares subject to forfeiture | shares | 1,142,250 | |||||
PIPE Subscription Agreements [Member] | Domesticated Acquiror Class A Common Stock [Member] | ||||||
Description of Organization and Business Operations | ||||||
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination | 5.00% | |||||
Cash purchase price | $ / shares | $ 0.0001 | |||||
Sponsor | Domesticated Acquiror Class A Common Stock [Member] | ||||||
Description of Organization and Business Operations | ||||||
Number of shares that will immediately vest without restrictions | shares | 13,631,318 | |||||
Number of Shares That Will be Deemed Unvested | shares | 6,713,932 | |||||
Term For Triggering Events | 5 years | |||||
Sponsor | Private Placement. | ||||||
Description of Organization and Business Operations | ||||||
Sale of Private Placement Warrants (in shares) | shares | 890,800 | 11,333,334 | ||||
Price of warrants (in dollars per share) | $ / shares | $ 1.50 | |||||
Proceeds from sale of Private Placement Warrants | $ 1,336,200 | $ 17,000,000 | ||||
Number of warrants to purchase shares issued | shares | 890,800 | 11,333,334 | ||||
Sponsor | PIPE Subscription Agreements [Member] | Domesticated Acquiror Class A Common Stock [Member] | ||||||
Description of Organization and Business Operations | ||||||
Number of shares to be issued | shares | 2,000,000 | |||||
PIPE Investors [Member] | PIPE Subscription Agreements [Member] | Domesticated Acquiror Class A Common Stock [Member] | ||||||
Description of Organization and Business Operations | ||||||
Number of shares to be issued | shares | 33,500,000 | |||||
Cash purchase price | $ / shares | $ 10 | |||||
Aggregate purchase price | $ 335,000,000 | |||||
Private Placement Warrants. | ||||||
Description of Organization and Business Operations | ||||||
Number of units issued | shares | 12,224,134 | |||||
Private Placement Warrants. | Private Placement. | ||||||
Description of Organization and Business Operations | ||||||
Sale of Private Placement Warrants (in shares) | shares | 12,224,134 | |||||
Proceeds from sale of Private Placement Warrants | $ 18,336,200 | |||||
Number of warrants to purchase shares issued | shares | 12,224,134 | |||||
Public Warrants | ||||||
Description of Organization and Business Operations | ||||||
Number of units issued | shares | 27,227,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |||
Federal depository insurance coverage | $ 250,000 | ||
Public offering costs | $ 800,877 | ||
Other offering costs | 2,344,508 | ||
Underwriter discounts charged to APIC | 44,924,550 | ||
Transaction costs allocable to warrant liability | 0 | 2,344,508 | $ 0 |
Unrecognized tax benefits | $ 0 | 0 | $ 0 |
Statutory tax rate (as a percent) | 0.00% | ||
Class A ordinary shares subject to redemption | $ 816,810,000 | 816,810,000 | |
Class A ordinary shares | |||
Summary of Significant Accounting Policies | |||
Class A ordinary shares subject to redemption | $ 816,810,000 | $ 816,810,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A ordinary shares reflected in the condensed balance sheets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class A ordinary shares subject to possible redemption | $ 816,810,000 | $ 816,810,000 |
Class A ordinary shares | ||
Gross proceeds | 816,810,000 | 816,810,000 |
Proceeds allocated to Public Warrants | 39,745,978 | 39,745,978 |
Class A ordinary shares issuance costs | 44,871,756 | 44,871,756 |
Accretion of carrying value to redemption value | 84,617,734 | 84,617,734 |
Class A ordinary shares subject to possible redemption | $ 816,810,000 | $ 816,810,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class A ordinary shares | |||
Numerator: | |||
Allocation of net loss, as adjusted | $ 4,959,912 | $ (9,780,661) | |
Denominator: | |||
Weighted Average Number of Shares Outstanding, Basic | 81,681,000 | 18,828,526 | |
Weighted Average Number of Shares Outstanding, Diluted | 81,681,000 | 18,828,526 | |
Earnings Per Share, Basic | $ 0.06 | $ (0.52) | |
Earnings Per Share, Diluted | $ 0.06 | $ (0.52) | |
Class B ordinary shares | |||
Numerator: | |||
Allocation of net loss, as adjusted | $ 1,239,978 | $ (9,861,099) | |
Denominator: | |||
Weighted Average Number of Shares Outstanding, Basic | 20,420,250 | 18,983,377 | 18,750,000 |
Weighted Average Number of Shares Outstanding, Diluted | 20,420,250 | 18,983,377 | 18,750,000 |
Earnings Per Share, Basic | $ 0.06 | $ (0.52) | $ 0 |
Earnings Per Share, Diluted | $ 0.06 | $ (0.52) | $ 0 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | Oct. 06, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 39,451,134 | ||
Proceeds from sale of Units in Public Offering | $ 816,810,000 | ||
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 27,227,000 | ||
Class A ordinary shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common shares, par value, (per share) | $ 0.00005 | $ 0.00005 | |
Initial Public Offering. | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 75,000,000 | 81,681,000 | |
Purchase price, per unit | $ 10 | ||
Number of shares in a unit | 6,681,000 | ||
Initial Public Offering. | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants in a unit | 1 | ||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Number of shares per unit | 1 | ||
Initial Public Offering. | Class A ordinary shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from sale of Units in Public Offering | $ 816,810,000 | ||
Common shares, par value, (per share) | $ 0.00005 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 9,000,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Nov. 10, 2020 | Oct. 06, 2020 | Dec. 31, 2021 |
Private Placement Warrants. | Sponsor | |||
Subsidiary, Sale of Stock [Line Items] | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||
Private Placement. | Sponsor | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 890,800 | 11,333,334 | |
Aggregate purchase price | $ 1,336,200 | $ 17,000,000 | |
Private Placement. | Private Placement Warrants. | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 12,224,134 | ||
Price of warrants | $ 1.50 | ||
Aggregate purchase price | $ 18,336,200 |
RELATED PARTIES - Founder Share
RELATED PARTIES - Founder Shares (Details) | Sep. 30, 2020item$ / sharesshares | Sep. 16, 2020shares | Oct. 31, 2008shares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Nov. 30, 2020shares | Nov. 10, 2020shares | Oct. 06, 2020shares | Aug. 06, 2020shares |
Private Placement Warrants. | Private Placement. | |||||||||
Related Party Transaction [Line Items] | |||||||||
Price of warrant | $ / shares | $ 1.50 | ||||||||
Number of warrants to purchase shares issued | 12,224,134 | ||||||||
Class B ordinary shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ordinary shares outstanding | 20,420,250 | 20,420,250 | |||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.00005 | $ 0.00005 | |||||||
Sponsor | Private Placement. | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of warrants to purchase shares issued | 890,800 | 11,333,334 | |||||||
Sponsor | Private Placement Warrants. | |||||||||
Related Party Transaction [Line Items] | |||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||||||||
Founder | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares issued | 1 | ||||||||
Ordinary shares outstanding | 21,562,500 | ||||||||
Number of independent directors | item | 3 | ||||||||
Surrendered founder shares | 7,187,500 | ||||||||
Holding of shares | 25,000 | ||||||||
Purchase price, per unit | $ / shares | $ 0.00087 | ||||||||
Recapitalization ratio | 1.33333 | ||||||||
Founder | Over-allotment option | |||||||||
Related Party Transaction [Line Items] | |||||||||
Maximum shares subject to forfeiture | 1,142,250 | ||||||||
Founder | Class B ordinary shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ordinary shares outstanding | 75,000 | 28,750,000 | |||||||
Purchase price, per unit | $ / shares | $ 65.25 | ||||||||
Founder | Sponsor | Class B ordinary shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares subject to forfeiture | 1,142,250 | ||||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | ||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTIES - Additional In
RELATED PARTIES - Additional Information (Details) - USD ($) | Aug. 11, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 14, 2021 | Jun. 18, 2021 | Feb. 22, 2021 | Oct. 20, 2020 |
Related Party Transaction [Line Items] | ||||||||
Repayment of promissory note - related party | $ 371,767 | |||||||
Due to Related Parties | 2,040,211 | $ 373,517 | $ 0 | |||||
Advances from Related Parties | ||||||||
Related Party Transaction [Line Items] | ||||||||
Offering costs and other expenses | 2,040,211 | 373,517 | 0 | |||||
Administrative Services Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses per month | 16,667 | |||||||
Expenses incurred | $ 200,650 | 46,669 | $ 0 | |||||
Threshold period for which expenses are paid | 27 months | |||||||
Sponsor | Note | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses incurred | $ 750,000 | |||||||
Interest rate per annum | 0.17% | |||||||
Sponsor | October Note | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan conversion agreement warrant | $ 1,500,000 | |||||||
Exercise price of warrant | $ 1.50 | |||||||
Principle amount of promissory note | $ 1,500,000 | |||||||
Interest rate per annum | 0.14% | |||||||
Amount borrowed | $ 1,500,000 | |||||||
Outstanding balance | $ 1,500,000 | |||||||
Outstanding interest | 2,514 | $ 414 | ||||||
Sponsor | February Note | ||||||||
Related Party Transaction [Line Items] | ||||||||
Principle amount of promissory note | $ 800,000 | |||||||
Interest rate per annum | 0.12% | |||||||
Amount borrowed | $ 800,000 | |||||||
Outstanding balance | 800,000 | |||||||
Outstanding interest | 821 | |||||||
Sponsor | June Note | ||||||||
Related Party Transaction [Line Items] | ||||||||
Principle amount of promissory note | $ 2,000,000 | |||||||
Interest rate per annum | 0.13% | |||||||
Amount borrowed | $ 2,000,000 | |||||||
Outstanding balance | 2,000,000 | |||||||
Outstanding interest | 1,375 | |||||||
Sponsor | September Note | ||||||||
Related Party Transaction [Line Items] | ||||||||
Principle amount of promissory note | $ 1,500,000 | |||||||
Interest rate per annum | 0.17% | |||||||
Amount borrowed | $ 1,500,000 | |||||||
Outstanding balance | 1,500,000 | |||||||
Outstanding interest | $ 755 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Nov. 10, 2020 | Dec. 31, 2021 | Oct. 06, 2020 |
Underwriting Agreement | |||
Underwriting discounts and commissions paid | $ 15,000,000 | ||
Deferred underwriting commissions | $ 26,250,000 | ||
Number of units issued | 39,451,134 | ||
Underwriting cash discount per unit | $ 0.20 | ||
Deferred Fee Per Unit | $ 0.35 | ||
Aggregate deferred underwriting fee payable | $ 28,588,350 | ||
Contingent fees | $ 7,000,000 | ||
Placement Fees | 3.50% | ||
Over-allotment option | |||
Underwriting Agreement | |||
Number of units issued | 9,000,000 | ||
Threshold Number Of Days Granted For Underwriter For Purchase Of Additional Units | 30 days | ||
Aggregate underwriter cash discount | $ 16,336,200 |
SHAREHOLDERS EQUITY - Preferred
SHAREHOLDERS EQUITY - Preferred Shares (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
SHAREHOLDERS' EQUITY | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value, (per share) | $ 0.00005 | $ 0.00005 | |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
SHAREHOLDERS EQUITY - Ordinary
SHAREHOLDERS EQUITY - Ordinary Shares (Details) | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2020shares | Sep. 30, 2020shares | Dec. 31, 2021Vote / sharesshares | Dec. 31, 2020shares | Dec. 31, 2019shares | |
Shareholders' Equity | |||||
Number of vote for each ordinary share | Vote / shares | 1 | ||||
Number of Class A common stock issued upon conversion of each share (in shares) | 1 | ||||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares (in shares) | 20.00% | ||||
Common shares, votes per share | Vote / shares | 1 | ||||
Class A ordinary shares | |||||
Shareholders' Equity | |||||
Common shares, shares authorized | 300,000,000 | 300,000,000 | |||
Common stock shares outstanding including shares subject to possible conversion | 81,681,000 | 81,681,000 | 0 | ||
Common shares, shares issued | 0 | 0 | |||
Common shares, shares outstanding | 0 | 0 | |||
Class B ordinary shares | |||||
Shareholders' Equity | |||||
Common shares, shares authorized | 60,000,000 | 60,000,000 | |||
Common shares, shares issued | 20,420,250 | 20,420,250 | |||
Common shares, shares outstanding | 20,420,250 | 20,420,250 | |||
Common stock, shares subject to forfeiture (in shares) | 1,142,250 | ||||
Common stock, shares subject to surrender (in shares) | 7,187,500 |
WARRANTS (Details)
WARRANTS (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)D$ / sharesshares | Dec. 31, 2020shares | Dec. 31, 2019shares | |
Shareholders' Equity | |||
Warrants outstanding | 39,451,134 | 39,451,134 | 0 |
Number of units issued | 39,451,134 | ||
Warrant liabilities | $ | $ 57,753,222 | ||
Public Warrants | |||
Shareholders' Equity | |||
Warrants outstanding | 27,227,000 | ||
Warrants exercisable term after the completion of a business combination | 30 days | ||
Warrants exercisable term from the closing of the public offering | 12 months | ||
Public Warrants expiration term | 5 years | ||
Number of units issued | 27,227,000 | ||
Public Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | |||
Shareholders' Equity | |||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Stock price trigger for redemption of warrants (in dollars per share) | $ / shares | $ 18 | ||
Threshold trading days for redemption of public warrants | D | 20 | ||
Threshold consecutive trading days for redemption of public warrants | D | 30 | ||
Private Placement Warrants. | |||
Shareholders' Equity | |||
Warrants outstanding | 12,224,134 | ||
Warrants exercisable term after the completion of a business combination | 30 days | ||
Number of units issued | 12,224,134 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities held in Trust Account | $ 817,356,537 | $ 816,985,533 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative warrant liabilities | 55,943,533 | 74,642,310 |
Level 1 | Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities held in Trust Account | 817,356,537 | 816,985,533 |
Level 1 | Recurring | Public Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative warrant liabilities | 34,850,560 | 51,186,760 |
Level 3 | Recurring | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative warrant liabilities | 57,753,222 | |
Level 3 | Recurring | Private Placement Warrants. | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative warrant liabilities | $ 21,092,973 | $ 23,455,550 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | $ 74,642,310 | |
Derivative liabilities recorded on issuance of derivative warrants | 55,943,533 | $ 74,642,310 |
Change in fair value of derivative liabilities | 18,698,777 | (16,889,088) |
Ending Balance | 55,943,533 | 74,642,310 |
Recurring | Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | 23,455,550 | 0 |
Derivative liabilities recorded on issuance of derivative warrants | 57,753,222 | |
Transfer to Level 1 | (39,745,978) | |
Change in fair value of derivative liabilities | (2,362,577) | 5,448,306 |
Ending Balance | $ 21,092,973 | $ 23,455,550 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 55,943,533 | $ 74,642,310 |
Change in fair value of derivative warrant liabilities | $ 18,698,777 | (16,889,088) |
Charge to additional paid in capital | 328,959 | |
Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Charge to additional paid in capital | $ 328,959 | |
Risk-free interest rate | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of derivative warrants | 1.31 | 0.49 |
Expected life of grants | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of derivative warrants | 5.5 | 5.9 |
Expected volatility of underlying shares | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of derivative warrants | 18 | |
Expected volatility of underlying shares | Level 3 | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of derivative warrants | 10 | |
Expected volatility of underlying shares | Level 3 | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of derivative warrants | 30 | |
Dividends | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of derivative warrants | 0 | 0 |