Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 12, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity File Number | 001-39867 | |
Entity Registrant Name | PIONEER MERGER CORP. | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1563709 | |
Entity Address, Address Line One | 667 Madison Avenue, 19th Floor | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10065 | |
City Area Code | 212 | |
Local Phone Number | 803-9080 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001829797 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Unit Each Consisting Of One Class Common Stock And One Third Redeemable Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each one consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant | |
Trading Symbol | PACXU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | PACX | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 40,250,000 | |
Redeemable Warrants Exercisable For Class Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | PACXW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,062,500 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 12,502,115 | $ 13,726 |
Prepaid expenses | 406,688 | 451,250 |
Total current assets | 12,908,803 | 464,976 |
Investments held in Trust Account | 402,574,486 | 402,538,932 |
Total Assets | 415,483,289 | 403,003,908 |
Current liabilities: | ||
Accounts payable | 147,865 | 7,210 |
Accrued expenses | 444,195 | 4,999,194 |
Note payable - related party | 375,000 | |
Due to related party | 30,000 | |
Total current liabilities | 622,060 | 5,381,404 |
Deferred underwriting commissions | 14,087,500 | 14,087,500 |
Derivative warrant liabilities | 4,023,330 | 13,075,830 |
Total liabilities | 18,732,890 | 32,544,734 |
Commitments and Contingencies | ||
Shareholders' Deficit | ||
Preference shares, $0.0001 par value 5,000,000 shares authorized none issued or outstanding | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (5,750,607) | (32,041,832) |
Total shareholders' deficit | (5,749,601) | (32,040,826) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 415,483,289 | 403,003,908 |
Class A Common Stock | ||
Shareholders' Deficit | ||
Common stock | 0 | 0 |
Redeemable Class A ordinary shares | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 40,250,000 shares at redemption value of $10.00 per share as of March 31, 2022 and December 31, 2021 | 402,500,000 | 402,500,000 |
Class B Common Stock | ||
Shareholders' Deficit | ||
Common stock | $ 1,006 | $ 1,006 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Redeemable Class A ordinary shares | ||
Temporary equity, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 40,250,000 | 40,250,000 |
Temporary Equity, Redemption Price Per Share | $ 10 | $ 10 |
Class B Common Stock | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 50,000,000 | 50,000,000 |
Common shares, shares issued | 10,062,500 | 10,062,500 |
Common shares, shares outstanding | 10,062,500 | 10,062,500 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
General and administrative expenses | $ 266,828 | $ 363,196 |
General and administrative expenses - related party | 30,000 | |
Loss from operations | (296,828) | (363,196) |
Other income (expenses) | ||
Loss on excess of fair value over cash received for Private Placement warrants | (737,000) | |
Change in fair value of derivative warrant liabilities | 9,052,500 | 8,583,830 |
Offering costs - derivative warrant liabilities | (1,080,020) | |
Income from termination fee | 17,500,000 | |
Interest income from investments held in Trust Account | 35,553 | 8,602 |
Net income | $ 26,291,225 | $ 6,412,216 |
Class A Common Stock | ||
Other income (expenses) | ||
Basic weighted average shares outstanding | 40,250,000 | 35,330,556 |
Diluted weighted average shares outstanding | 40,250,000 | 35,330,556 |
Basic net income per ordinary share | $ 0.52 | $ 0.14 |
Diluted net income per ordinary share | $ 0.52 | $ 0.14 |
Class B Common Stock | ||
Other income (expenses) | ||
Basic weighted average shares outstanding | 10,062,500 | 9,902,083 |
Diluted weighted average shares outstanding | 10,062,500 | 10,062,500 |
Basic net income per ordinary share | $ 0.52 | $ 0.14 |
Diluted net income per ordinary share | $ 0.52 | $ 0.14 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class B Common StockCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2020 | $ 1,006 | $ 23,994 | $ (35,012) | $ (10,012) |
Balance at the beginning (in shares) at Dec. 31, 2020 | 10,062,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Accretion of Class A ordinary shares to redemption amount | (23,994) | (40,462,873) | (40,486,867) | |
Net income | 6,412,216 | 6,412,216 | ||
Balance at the end at Mar. 31, 2021 | $ 1,006 | (34,085,669) | (34,084,663) | |
Balance at the end (in shares) at Mar. 31, 2021 | 10,062,500 | |||
Balance at the beginning at Dec. 31, 2021 | $ 1,006 | 0 | (32,041,832) | (32,040,826) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 10,062,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 0 | 26,291,225 | 26,291,225 | |
Balance at the end at Mar. 31, 2022 | $ 1,006 | $ 0 | $ (5,750,607) | $ (5,749,601) |
Balance at the end (in shares) at Mar. 31, 2022 | 10,062,500 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 26,291,225 | $ 6,412,216 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Interest income from investments held in Trust Account | (35,553) | (8,602) |
Loss on excess of fair value over cash received for Private Placement warrants | 737,000 | |
Change in fair value of derivative warrant liabilities | (9,052,500) | (8,583,830) |
Offering costs - derivative warrant liabilities | 1,080,020 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 44,561 | (809,379) |
Accounts payable | 140,655 | 39,464 |
Accrued expenses | (4,484,999) | 73,887 |
Due to related party | 30,000 | |
Net cash provided by (used in) operating activities | 12,933,389 | (1,059,224) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (402,500,000) | |
Net cash used in investing activities | (402,500,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from note payable to related party | 80,000 | 26,000 |
Repayment of note payable to related party | (455,000) | (141,388) |
Proceeds received from initial public offering, gross | 402,500,000 | |
Proceeds received from private placement | 10,050,000 | |
Offering costs paid | (70,000) | (8,483,299) |
Net cash (used in) provided by financing activities | (445,000) | 403,951,313 |
Net change in cash | 12,488,389 | 392,089 |
Cash - beginning of the period | 13,726 | 0 |
Cash - end of the period | $ 12,502,115 | 392,089 |
Supplemental disclosure of noncash financing activities: | ||
Offering costs included in accrued expenses | 70,000 | |
Deferred underwriting commissions | $ 14,087,500 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Pioneer Merger Corp. (the “Company” or “Pioneer”) was incorporated as a Cayman Islands exempted company on October 21, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not yet commenced operations. All activity for the period from October 21, 2020 through March 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination including the proposed business combination with Acorns (as defined below), that was terminated. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in trust from the proceeds of its Initial Public Offering. The Company’s sponsor is Pioneer Merger Sponsor LLC, a Cayman limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated its Initial Public Offering of 40,250,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 5,250,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $402.5 million, and incurring offering costs of approximately $22.8 million, of which approximately $14.1 million was for deferred underwriting commissions (see Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,700,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $10.1 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $405.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of its Public Shares (the “Public Shareholders”) the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5). These Public Shares are classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the amended and restated memorandum and articles of association (i) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 12, 2023, (the “Combination Period”) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive its rights to its deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Termination of Proposed Business Combination On May 26, 2021, the Company entered into a Business Combination Agreement, by and among Pioneer, Pioneer SPAC Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Pioneer Merger Sub”), and Acorns Grow Incorporated, a Delaware corporation (“Acorns”). On January 15, 2022, the Company and Pioneer Merger Sub became party to that certain Termination Fee Agreement (the “Termination Fee Agreement”), dated as of January 3, 2022, by and between the Sponsor and Acorns. Pursuant to the Termination Fee Agreement, the parties agreed to mutually terminate the Business Combination Agreement, dated as of May 26, 2021 (as amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Acorns and Pioneer Merger Sub, subject to the conditions set forth in the Termination Fee Agreement. The Termination Fee Agreement provides for deferred payments from Acorns to the Company. Acorns is required to pay an aggregate sum of $17,500,000 to the Company in monthly payments through December 15, 2022. In March 2022, the Company received payments under the Termination Fee Agreement so that a total of $17,500,000 has been paid pursuant to the Termination Fee Agreement. If Pioneer (i) has not consummated an initial business combination on or before December 15, 2022 and (ii) determines to redeem its public shares (and does not withdraw such determination), Acorns is required to pay to the Company $15,000,000 no later than December 22, 2022. The Company intends to continue its search for an initial Business Combination. As previously disclosed, if the Company does not complete an initial Business Combination, any funds remaining, after paying expenses including those incurred in the Company’s search for a Business Combination, from payments under the Termination Fee Agreement, are expected to remain outside of the Trust Account and not be part of liquidating distributions with respect to the Public Shares. Liquidity and Going Concern As of March 31, 2022, the Company had approximately $12.5 million in its operating bank account and working capital of approximately $12.3 million. The Company’s liquidity needs prior to receiving the $17.5 million in the first quarter under the Termination Fee Agreement were satisfied through a contribution of $25,000 from the Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares (as defined in Note 4), the loans of approximately $141,000 prior to a the Initial Public Offering and $375,000 from the Sponsor pursuant to a second promissory note of up to $500,000 available as discussed in Note 4, and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the first promissory note of approximately $141,000 in full on January 15, 2021. After receiving the termination fee payments totaling $17.5 million in the first quarter of 2022, the Company repaid the second promissory note balance of approximately $455,000. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of March 31, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company has until January 12, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 12, 2023. Management intends on completing a Business Combination before the liquidation date, January 12, 2023. Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these condensed consolidated financial statements and the specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed consolidated financial statements. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The condensed consolidated financial statements of the Company include its wholly owned subsidiary in connection with the terminated merger. All inter-company accounts and transactions are eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 30, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2022 and December 31, 2021, the Company had no cash equivalents held outside the Trust Account. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income on investments held in the Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the condensed consolidated balance sheets. Except for derivative warrant liabilities (see Note 9) Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Termination Agreement In addition to settlement proceeds received in March 2022 in connection with the termination of the aforementioned proposed business combination, the Termination Agreement provides for a potential further payment to the Company. If Pioneer (i) has not consummated an initial business combination on or before December 15, 2022 and (ii) determines to redeem its public shares (and does not withdraw such determination), Acorns is required to pay to the Company $15,000,000 no later than December 22, 2022. Since the potential payment is contingent upon a future undetermined event, no gain is recognized with respect to the future payment in the condensed consolidated statements of operations as of March 31, 2022. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815- Derivatives and Hedging paragraph 15- Embedded Derivatives The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC Topic 815, paragraph 40, Contracts in Entity’s Own Equity Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred, presented as non-operating expenses in the condensed consolidated statements of operations. Offering costs allocated to the Class A ordinary shares were charged against the carrying value of the ordinary shares upon the completion of the Initial Public Offering. Deferred underwriting commissions are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, 40,250,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the condensed consolidated financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 20,116,667 shares of ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events. For the three months ended March 31, 2021, the number of weighted average Class B ordinary shares for calculating basic net income per ordinary share was reduced for the effect of an aggregate of 1,312,500 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters (see Note 4). Since the contingency was satisfied by the end of the period, the Company included these shares in the weighted average number as of the beginning of the period presented to determine the dilutive impact of these shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended For the Three Months Ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income - Basic $ 21,032,980 $ 5,258,245 $ 5,008,489 $ 1,403,727 Allocation of net income - Diluted $ 21,032,980 $ 5,258,245 $ 4,990,789 $ 1,421,427 Denominator: Basic weighted average ordinary shares outstanding 40,250,000 10,062,500 35,330,556 9,902,083 Effect of dilutive securities — — — 160,417 Diluted weighted average ordinary shares outstanding 40,250,000 10,062,500 35,330,556 10,062,500 Basic and Diluted net income per ordinary share $ 0.52 $ 0.52 $ 0.14 $ 0.14 Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2022 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On January 12, 2021, the Company consummated its Initial Public Offering of 40,250,000 Units, including 5,250,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $402.5 million, and incurring offering costs of approximately $22.8 million, of which approximately $14.1 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On October 23, 2020, the Sponsor paid $25,000 to cover certain offering costs on behalf of the Company in exchange for issuance of 10,062,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On December 21, 2020, the Sponsor transferred 40,000 Founder Shares The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading 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 Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,700,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $10.1 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors 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. Share-based Compensation The Company records non-cash compensation recognized as a result of the fair value of the Private Placement Warrants being in excess of the amount paid by the Sponsor, pursuant to ASC 718, . For the three months ended March 31, 2022, the Company did not record a loss on excess of fair value over cash received for Private Placement Warrants. For the three months ended March 31, 2021, the Company had a loss on excess of fair value over cash received for Private Placement Warrants of approximately $737,000 . Related Party Loans On October 22, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $141,000 under the Note, and on January 15, 2021, the Company repaid the Note in full. Subsequent to repayment, the facility is no longer available to the Company. On June 17, 2021, the Sponsor agreed to loan the Company an aggregate of up to $500,000 to cover for expenses related to the closing pursuant to a second promissory note. This loan was non-interest bearing and payable prior to the earlier of December 31, 2021, or the closing of a Business Combination. As of December 31, 2021, the Company borrowed $375,000 under the note. The Company borrowed approximately $455,000 in total under the second promissory note and repaid the note in full on March 11, 2022. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2022 and December 31, 2021, the Company had no borrowings under Working Capital Loans. Administrative Support Agreement Commencing on the effective date of the final prospectus from the initial public offering, the Company agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2022, the Company incurred $30,000, for these administrative fees. As of March 31, 2022, the Company had a balance due of $30,000 for these fees, included as accrued expenses on the accompanying condensed consolidated balance sheets. For the year ended December 31, 2021, the Company had no balance due for these fees, included as accrued expenses on the accompanying condensed balance sheets.The Company began accruing these fees in April 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 5. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 5,250,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On January 12, 2021, the underwriter fully exercised its over-allotment option. The underwriter was entitled to an underwriting discount of $0.20 per unit, or approximately $8.1 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $14.1 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
DERIVATIVE WARRANT LIABILITIES
DERIVATIVE WARRANT LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
DERIVATIVE WARRANT LIABILITIES | |
DERIVATIVE WARRANT LIABILITIES | NOTE 6. DERIVATIVE WARRANT LIABILITIES As of March 31, 2022 and December 31, 2021, the Company had 13,416,667 Public Warrants and 6,700,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (i) 30 days after the completion of a Business Combination or (ii) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (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 agreed that as soon as practicable, but in no event later than twenty In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement 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 sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares; ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary shares 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 is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company has not completed the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
CLASS A ORDINARY SHARES SUBJECT
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | 3 Months Ended |
Mar. 31, 2022 | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | NOTE 7. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of March 31, 2022 and December 31, 2021, there were 40,250,000 shares of Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the consolidated balance sheets. The Class A ordinary shares subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled on the following table: Gross Proceeds $ 402,500,000 Less: Proceeds allocated to Public Warrants (18,783,330) Class A ordinary shares issuance costs (21,703,537) Plus: Accretion of carrying value to redemption value 40,486,867 Class A ordinary shares subject to possible redemption $ 402,500,000 |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 3 Months Ended |
Mar. 31, 2022 | |
SHAREHOLDERS' DEFICIT | |
SHAREHOLDERS' DEFICIT | NOTE 8. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares outstanding Class B Ordinary Shares Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. These provisions of the amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds of the ordinary shares who attend and vote at the general meeting which shall include the affirmative vote of a simple majority of the Class B ordinary shares. With respect to any other matter submitted to a vote of the shareholders, including any vote in connection with the initial Business Combination, except as required by law, holders of the Founder Shares and holders of the Public Shares will vote together as a single class, with each share entitling the holder to one vote. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following tables presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, by level within the fair value hierarchy: Fair Value Measured as of March 31, 2022 Level 1 Level 2 Total Assets Investments held in Trust Account - Money Market Funds $ 402,574,486 $ — $ 402,574,486 Liabilities: Derivative warrant liabilities - Public Warrants $ 2,683,330 $ — $ 2,663,330 Derivative warrant liabilities - Private Placement Warrants — 1,340,000 1,340,000 Total fair value $ 2,683,330 $ 1,340,000 $ 4,023,330 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Total Assets Investments held in Trust Account - Money Market Funds $ 402,538,932 $ — $ 402,538,932 Liabilities: Derivative warrant liabilities - Public Warrants $ 8,720,830 $ — $ 8,720,830 Derivative warrant liabilities - Private Placement Warrants — 4,355,000 4,355,000 Total fair value $ 8,720,830 $ 4,355,000 $ 13,075,830 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021, upon trading of the Public Warrants in an active market. The Private Warrants transferred to a Level 2 measurement in the fourth quarter as the Company determined the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants. There were no transfers between Levels in the three months ended March 31, 2022. Level 1 assets include investments in money market funds that invest solely in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants and Private Placement Warrants have initially been measured at fair value using a Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants, while the fair value of Private Placement Warrants were estimated using a Black-Scholes option pricing model through September 30, 2021. Subsequently, the fair value of the Private Placement Warrants are estimated using a Level 1 measurement, the observable trading price of the Public Warrants. For the three months ended March 31, 2022 and 2021, the Company recognized income resulting from a decrease in the fair value of liabilities of $9.1 million and $8.6 million, respectively, which is presented as change in fair value of derivative warrant liabilities on the accompanying condensed consolidated statements of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in an option pricing simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its ordinary shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of January 12, 2021 As of March 31, 2021 Exercise price 11.50 11.50 Stock Price 10.00 9.72 Option term (in years) 5.00 5.00 Volatility 30 % 20 % Risk-free interest rate 0.50 % 0.92 % The change in the fair value of Level 3 derivative warrant liabilities for the three months ended March 31, 2021 is summarized as follows: Level 3 - Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 29,570,330 Transfer of Public Warrants to Level 1 (18,783,330) Change in fair value of derivative warrant liabilities (2,278,000) Level 3 - Derivative warrant liabilities at March 31, 2021 $ 8,509,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred up to the date condensed consolidated financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The condensed consolidated financial statements of the Company include its wholly owned subsidiary in connection with the terminated merger. All inter-company accounts and transactions are eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 30, 2022. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2022 and December 31, 2021, the Company had no cash equivalents held outside the Trust Account. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income on investments held in the Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the condensed consolidated balance sheets. Except for derivative warrant liabilities (see Note 9) |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Termination Agreement | Termination Agreement In addition to settlement proceeds received in March 2022 in connection with the termination of the aforementioned proposed business combination, the Termination Agreement provides for a potential further payment to the Company. If Pioneer (i) has not consummated an initial business combination on or before December 15, 2022 and (ii) determines to redeem its public shares (and does not withdraw such determination), Acorns is required to pay to the Company $15,000,000 no later than December 22, 2022. Since the potential payment is contingent upon a future undetermined event, no gain is recognized with respect to the future payment in the condensed consolidated statements of operations as of March 31, 2022. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815- Derivatives and Hedging paragraph 15- Embedded Derivatives The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC Topic 815, paragraph 40, Contracts in Entity’s Own Equity |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred, presented as non-operating expenses in the condensed consolidated statements of operations. Offering costs allocated to the Class A ordinary shares were charged against the carrying value of the ordinary shares upon the completion of the Initial Public Offering. Deferred underwriting commissions are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, 40,250,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. |
Income Taxes | Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the condensed consolidated financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 20,116,667 shares of ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events. For the three months ended March 31, 2021, the number of weighted average Class B ordinary shares for calculating basic net income per ordinary share was reduced for the effect of an aggregate of 1,312,500 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters (see Note 4). Since the contingency was satisfied by the end of the period, the Company included these shares in the weighted average number as of the beginning of the period presented to determine the dilutive impact of these shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended For the Three Months Ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income - Basic $ 21,032,980 $ 5,258,245 $ 5,008,489 $ 1,403,727 Allocation of net income - Diluted $ 21,032,980 $ 5,258,245 $ 4,990,789 $ 1,421,427 Denominator: Basic weighted average ordinary shares outstanding 40,250,000 10,062,500 35,330,556 9,902,083 Effect of dilutive securities — — — 160,417 Diluted weighted average ordinary shares outstanding 40,250,000 10,062,500 35,330,556 10,062,500 Basic and Diluted net income per ordinary share $ 0.52 $ 0.52 $ 0.14 $ 0.14 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Reconciliation of net income (loss) per ordinary share | For the Three Months Ended For the Three Months Ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income - Basic $ 21,032,980 $ 5,258,245 $ 5,008,489 $ 1,403,727 Allocation of net income - Diluted $ 21,032,980 $ 5,258,245 $ 4,990,789 $ 1,421,427 Denominator: Basic weighted average ordinary shares outstanding 40,250,000 10,062,500 35,330,556 9,902,083 Effect of dilutive securities — — — 160,417 Diluted weighted average ordinary shares outstanding 40,250,000 10,062,500 35,330,556 10,062,500 Basic and Diluted net income per ordinary share $ 0.52 $ 0.52 $ 0.14 $ 0.14 |
CLASS A ORDINARY SHARES SUBJE_2
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | |
Schedule of reconciliation of Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet | Gross Proceeds $ 402,500,000 Less: Proceeds allocated to Public Warrants (18,783,330) Class A ordinary shares issuance costs (21,703,537) Plus: Accretion of carrying value to redemption value 40,486,867 Class A ordinary shares subject to possible redemption $ 402,500,000 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
Schedule of financial assets and liabilities that are measured at fair value on recurring basis | Fair Value Measured as of March 31, 2022 Level 1 Level 2 Total Assets Investments held in Trust Account - Money Market Funds $ 402,574,486 $ — $ 402,574,486 Liabilities: Derivative warrant liabilities - Public Warrants $ 2,683,330 $ — $ 2,663,330 Derivative warrant liabilities - Private Placement Warrants — 1,340,000 1,340,000 Total fair value $ 2,683,330 $ 1,340,000 $ 4,023,330 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Total Assets Investments held in Trust Account - Money Market Funds $ 402,538,932 $ — $ 402,538,932 Liabilities: Derivative warrant liabilities - Public Warrants $ 8,720,830 $ — $ 8,720,830 Derivative warrant liabilities - Private Placement Warrants — 4,355,000 4,355,000 Total fair value $ 8,720,830 $ 4,355,000 $ 13,075,830 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | As of January 12, 2021 As of March 31, 2021 Exercise price 11.50 11.50 Stock Price 10.00 9.72 Option term (in years) 5.00 5.00 Volatility 30 % 20 % Risk-free interest rate 0.50 % 0.92 % |
Schedule of change in the fair value of the warrant liabilities | Level 3 - Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 29,570,330 Transfer of Public Warrants to Level 1 (18,783,330) Change in fair value of derivative warrant liabilities (2,278,000) Level 3 - Derivative warrant liabilities at March 31, 2021 $ 8,509,000 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Jan. 12, 2021USD ($)$ / sharesshares | Oct. 21, 2020 | Mar. 31, 2022USD ($)$ / shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / shares |
Subsidiary, Sale of Stock [Line Items] | |||||
Business combinations to complete, incorporation agreement | 1 | ||||
Proceeds from issuance initial public offering | $ 402,500,000 | ||||
Deferred underwriting fee payable | $ 14,100,000 | $ 14,087,500 | $ 14,087,500 | ||
Proceeds received from private placement | 10,050,000 | ||||
Payments for investment of cash in Trust Account | $ 402,500,000 | ||||
Maturity term of U.S. government securities | 185 days | ||||
Fair market value condition for initial business combination, percentage of assets held in Trust | 80 | ||||
Post-transaction requirement, equity ownership in outstanding voting securities of target company | 50 | ||||
Post-transaction requirement, net tangible assets | $ 5,000,001 | ||||
Share redemption limit without Company consent, percentage | 15 | ||||
Company obligation if business combination not formed, redemption percentage of outstanding public shares | 100.00% | ||||
Period to cease operations if business combination not formed | 10 days | ||||
Interest earned on Trust assets to use for dissolution expenses | $ 100,000 | ||||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units, net of underwriting discounts (in shares) | shares | 40,250,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10 | ||||
Proceeds from issuance initial public offering | $ 402,500,000 | ||||
Deferred underwriting fee payable | 14,100,000 | ||||
Other offering costs | 22,800,000 | ||||
Proceeds from issuance initial public offering and private placement | $ 405,500,000 | ||||
Period to a complete business combination upon IPO | 24 months | ||||
Private Placement | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 6,700,000 | ||||
Price of warrant | $ / shares | $ 1.50 | ||||
Proceeds received from private placement | $ 10,100,000 | ||||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units, net of underwriting discounts (in shares) | shares | 5,250,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Redeemable Class A ordinary shares | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10 | $ 10 |
DESCRIPTION OF ORGANIZATION A_3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Liquidity and capital resources (Details) - USD ($) | Jan. 15, 2021 | Mar. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Termination fee receivable | $ 17,500,000 | $ 17,500,000 | ||
Termination fee received | 17,500,000 | 17,500,000 | ||
Contingent consideration receivable from Acorns | 15,000,000 | 15,000,000 | ||
Cash in operating bank account | 12,500,000 | 12,500,000 | ||
Working capital | 12,300,000 | 12,300,000 | ||
Proceeds from note payable | 80,000 | $ 26,000 | ||
Repayment of promissory note | 455,000 | $ 141,388 | ||
Sponsor | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Capital contributions | 25,000 | |||
Sponsor | Promissory notes received prior to IPO | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from note payable | 141,000 | |||
Repayment of promissory note | $ 141,000 | |||
Sponsor | Promissory notes received following IPO | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from note payable | 375,000 | |||
Repayment of promissory note | 455,000 | |||
Sponsor | Promissory notes received following IPO | Maximum | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Related party notes, maximum borrowing capacity | 500,000 | 500,000 | ||
Working capital loans | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Outstanding notes payable | $ 0 | $ 0 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Cash equivalents | $ 0 | $ 0 | |
Maturity term of U.S. government securities | 185 days | ||
Cash, FDIC Insured Amount | $ 250,000 | ||
Contingent consideration receivable from Acorns | 15,000,000 | ||
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | |
Class A Common Stock | |||
Anti-dilutive securities attributable to warrants (in shares) | 20,116,667 | ||
Redeemable Class A ordinary shares | |||
Temporary equity, shares issued | 40,250,000 | ||
Temporary equity, shares outstanding | 40,250,000 | 40,250,000 | |
Class B Common Stock | |||
Dilutive effect of Class B ordinary shares that were subject to forfeiture | 1,312,500 |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Computation of Basic and Diluted Net Income (Loss) per Class of Ordinary Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Class A Common Stock | ||
Numerator: | ||
Allocation of net income (loss) - Basic | $ 21,032,980 | $ 5,008,489 |
Allocation of net income (loss) - Diluted | $ 21,032,980 | $ 4,990,789 |
Denominator: | ||
Basic weighted average shares outstanding | 40,250,000 | 35,330,556 |
Diluted weighted average shares outstanding | 40,250,000 | 35,330,556 |
Basic net income per ordinary share | $ 0.52 | $ 0.14 |
Diluted net income per ordinary share | $ 0.52 | $ 0.14 |
Class B Common Stock | ||
Numerator: | ||
Allocation of net income (loss) - Basic | $ 5,258,245 | $ 1,403,727 |
Allocation of net income (loss) - Diluted | $ 5,258,245 | $ 1,421,427 |
Denominator: | ||
Basic weighted average shares outstanding | 10,062,500 | 9,902,083 |
Effect of dilutive securities | 160,417 | |
Diluted weighted average shares outstanding | 10,062,500 | 10,062,500 |
Basic net income per ordinary share | $ 0.52 | $ 0.14 |
Diluted net income per ordinary share | $ 0.52 | $ 0.14 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | Jan. 12, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds received from initial public offering, gross | $ 402,500,000 | |||
Offering costs | $ 70,000 | $ 8,483,299 | ||
Deferred underwriting commissions | $ 14,100,000 | $ 14,087,500 | $ 14,087,500 | |
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | 40,250,000 | |||
Purchase price, per unit | $ 10 | |||
Proceeds received from initial public offering, gross | $ 402,500,000 | |||
Offering costs | 22,800,000 | |||
Deferred underwriting commissions | $ 14,100,000 | |||
Initial Public Offering | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 0.33 | |||
Number of shares issuable per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | 5,250,000 | |||
Purchase price, per unit | $ 10 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Dec. 30, 2021shares | Jan. 12, 2021shares | Dec. 21, 2020shares | Oct. 23, 2020USD ($)$ / sharesshares | Mar. 31, 2022D$ / shares | Dec. 31, 2021$ / shares |
Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||||
Founder Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||||
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 | D | 20 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
Founder Shares | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ | $ 25,000 | |||||
Number of shares issued | 10,062,500 | |||||
Par value | $ / shares | $ 0.0001 | |||||
Founder Shares | Class B Common Stock | Over-allotment option | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 1,312,500 | |||||
Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Shares subject to forfeiture | 1,312,500 | |||||
Sponsor | Class B Common Stock | Todd Davis | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 40,000 | |||||
Sponsor | Class B Common Stock | Mitchell Caplan | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 40,000 | |||||
Sponsor | Class B Common Stock | Mitchell Caplan | MHC 2021 Descendants Trust | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 40,000 | |||||
Sponsor | Class B Common Stock | Oscar Salazar | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 40,000 |
RELATED PARTY TRANSACTIONS - Pr
RELATED PARTY TRANSACTIONS - Private Placement (Details) - USD ($) | Jan. 12, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds received from private placement | $ 10,050,000 | ||
Loss on excess of fair value over cash received for Private Placement warrants | $ 737,000 | ||
Private Placement Warrants | Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 6,700,000 | ||
Price of warrant | $ 1.50 | ||
Proceeds received from private placement | $ 10,100,000 | ||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Restrictions on transfer period of time after business combination completion | 30 days |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | Jan. 12, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jun. 17, 2021 | Dec. 31, 2020 | Oct. 22, 2020 |
Related Party Transaction [Line Items] | |||||||
Outstanding balance of related party note | $ 375,000 | ||||||
Repayment of promissory note | $ 455,000 | $ 141,388 | |||||
Accrued administrative fees | $ 30,000 | ||||||
Working capital loans | |||||||
Related Party Transaction [Line Items] | |||||||
Price of warrant | $ 1.50 | ||||||
Promissory Note with Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum borrowing capacity of related party promissory note | $ 500,000 | $ 300,000 | |||||
Outstanding balance of related party note | $ 375,000 | $ 141,000 | |||||
Repayment of promissory note | $ 455,000 | ||||||
Administrative Support Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses per month | $ 10,000 | ||||||
Expenses incurred and paid | 30,000 | ||||||
Accrued administrative fees | $ 30,000 | ||||||
Related Party Loans | |||||||
Related Party Transaction [Line Items] | |||||||
Loan conversion agreement warrant | $ 1,500,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Jan. 12, 2021USD ($)item$ / sharesshares | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) |
Class of Stock [Line Items] | |||
Maximum number of demands for registration of securities | item | 3 | ||
Underwriting cash discount per unit | $ / shares | $ 0.20 | ||
Aggregate underwriter cash discount | $ | $ 8,100,000 | ||
Deferred fee per unit | $ / shares | $ 0.35 | ||
Deferred underwriting fee payable | $ | $ 14,100,000 | $ 14,087,500 | $ 14,087,500 |
Over-allotment option | |||
Class of Stock [Line Items] | |||
Units Issued During Period, Shares, New Issues | shares | 5,250,000 |
DERIVATIVE WARRANT LIABILITIES
DERIVATIVE WARRANT LIABILITIES (Details) | 3 Months Ended | |
Mar. 31, 2022D$ / sharesshares | Dec. 31, 2021shares | |
Warrants | ||
Class of Stock [Line Items] | ||
Exercise price of warrants | $ 11.50 | |
Warrants expiration term | 5 years | |
Public Warrants | ||
Class of Stock [Line Items] | ||
Warrants outstanding | shares | 13,416,667 | |
Warrants exercisable term after the completion of a business combination | 30 days | |
Warrants and rights outstanding exercisable term from closing of initial public offerings | 12 months | |
Threshold period for filling registration statement after business combination | 20 days | |
Maximum threshold period for registration statement to become effective after business combination | 60 days | |
Public Warrants | Class A Common Stock | ||
Class of Stock [Line Items] | ||
Share Price | $ 9.20 | |
Percentage of gross proceeds on total equity proceed | 60 | |
Threshold consecutive trading days for redemption of public warrants | D | 20 | |
Private Placement Warrants | ||
Class of Stock [Line Items] | ||
Warrants outstanding | shares | 6,700,000 | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Public Warrants | ||
Class of Stock [Line Items] | ||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 115.00% | |
Class of warrants or rights redemption of warrants or rights stock price trigger | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Redemption period | 30 days | |
Threshold trading days for redemption of public warrants | D | 20 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | Public Warrants | ||
Class of Stock [Line Items] | ||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | |
Class of warrants or rights redemption of warrants or rights stock price trigger | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Redemption period | 30 days | |
Threshold trading days for redemption of public warrants | D | 20 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Redemption of warrants when the price per share of class a common stock equals or exceeds $0.361 | Public Warrants | ||
Class of Stock [Line Items] | ||
Class of warrants or rights redemption of warrants or rights stock price trigger | $ 0.361 | |
Threshold trading days for redemption of public warrants | D | 10 |
CLASS A ORDINARY SHARES SUBJE_3
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details) | 3 Months Ended | |
Mar. 31, 2022USD ($)Vote$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | |
Temporary Equity [Line Items] | ||
Number of votes per share | Vote | 1 | |
Class A Common Stock | ||
Temporary Equity [Line Items] | ||
Number of shares authorized | shares | 500,000,000 | 500,000,000 |
Par value | $ / shares | $ 0.0001 | $ 0.0001 |
Number of votes per share | Vote | 1 | |
Redeemable Class A ordinary shares | ||
Temporary Equity [Line Items] | ||
Number of Class A ordinary shares outstanding which are subject to redemption | shares | 40,250,000 | 40,250,000 |
Gross Proceeds | $ 402,500,000 | |
Proceeds allocated to Public Warrants | (18,783,330) | |
Class A ordinary shares issuance costs | (21,703,537) | |
Accretion of carrying value to redemption value | 40,486,867 | |
Class A ordinary shares subject to possible redemption | $ 402,500,000 | $ 402,500,000 |
SHAREHOLDERS' DEFICIT - Preferr
SHAREHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
SHAREHOLDERS' DEFICIT | ||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value, (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
SHAREHOLDERS' DEFICIT - Common
SHAREHOLDERS' DEFICIT - Common Stock Shares (Details) | 3 Months Ended | |
Mar. 31, 2022Vote$ / sharesshares | Dec. 31, 2021$ / sharesshares | |
Class of Stock [Line Items] | ||
Number of votes per share | Vote | 1 | |
Ratio to be applied to the stock in the conversion | 1 | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized | 500,000,000 | 500,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Number of votes per share | Vote | 1 | |
Redeemable Class A ordinary shares | ||
Class of Stock [Line Items] | ||
Temporary equity, shares issued | 40,250,000 | |
Temporary equity, shares outstanding | 40,250,000 | 40,250,000 |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized | 50,000,000 | 50,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 10,062,500 | 10,062,500 |
Common shares, shares outstanding | 10,062,500 | 10,062,500 |
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Assets: | |||
Investments held in Trust Account | $ 402,574,486 | $ 402,538,932 | |
Liabilities: | |||
Derivative warrant liabilities | 4,023,330 | 13,075,830 | |
Change in fair value of derivative warrant liabilities | 9,052,500 | $ 8,583,830 | |
Recurring | |||
Liabilities: | |||
Derivative warrant liabilities | 4,023,330 | 13,075,830 | |
Recurring | Public Warrants | |||
Liabilities: | |||
Derivative warrant liabilities | 2,663,330 | 8,720,830 | |
Recurring | Private Placement Warrants | |||
Liabilities: | |||
Derivative warrant liabilities | 1,340,000 | 4,355,000 | |
U.S. Treasury Securities | Recurring | |||
Assets: | |||
Investments held in Trust Account | 402,574,486 | 402,538,932 | |
Level 1 | Recurring | |||
Liabilities: | |||
Derivative warrant liabilities | 2,683,330 | 8,720,830 | |
Level 1 | Recurring | Public Warrants | |||
Liabilities: | |||
Derivative warrant liabilities | 2,683,330 | 8,720,830 | |
Level 1 | U.S. Treasury Securities | Recurring | |||
Assets: | |||
Investments held in Trust Account | 402,574,486 | 402,538,932 | |
Level 2 | Recurring | |||
Liabilities: | |||
Derivative warrant liabilities | 1,340,000 | 4,355,000 | |
Level 2 | Recurring | Private Placement Warrants | |||
Liabilities: | |||
Derivative warrant liabilities | $ 1,340,000 | $ 4,355,000 | |
Level 3 | |||
Liabilities: | |||
Change in fair value of derivative warrant liabilities | $ 2,278,000 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) | Mar. 31, 2021 | Jan. 12, 2021 |
Exercise price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | 11.50 |
Stock Price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 9.72 | 10 |
Option term (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 5 | 5 |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 20 | 30 |
Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.92 | 0.50 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Change in fair value of derivative warrant liabilities | $ (9,052,500) | $ (8,583,830) |
Level 1 | Public Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Transfer of Warrants | (18,783,330) | |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative warrant liabilities at (inception) | 0 | |
Issuance of Public and Private Warrants | 29,570,330 | |
Change in fair value of derivative warrant liabilities | (2,278,000) | |
Warrant liabilities at end of period | $ 8,509,000 |