Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 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 | 001-39975 | |
Entity Registrant Name | JAWS MUSTANG ACQUISITION CORPORATION | |
Entity Incorporation, State or Country Code | KY | |
Entity Tax Identification Number | 98-1564586 | |
Entity Address, Address Line One | 1601 Washington Avenue, Suite 800 | |
Entity Address, City or Town | Miami Beach | |
Entity Address State Or Province | FL | |
Entity Address, Postal Zip Code | 33139 | |
City Area Code | 305 | |
Local Phone Number | 695-5500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001831359 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Transition Report | false | |
Units, each consisting of one share of Class A Ordinary Share, $0.0001 par value, and one-fourth of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fourth of one redeemable warrant | |
Trading Symbol | JWSM.U | |
Security Exchange Name | NYSE | |
Class A ordinary shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | |
Trading Symbol | JWSM | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 103,500,000 | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | |
Trading Symbol | JWSM WS | |
Security Exchange Name | NYSE | |
Class B ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 25,875,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Current assets | ||
Cash | $ 513,543 | $ 1,123,063 |
Prepaid expenses | 300,888 | 62,428 |
Total Current Assets | 814,431 | 1,185,491 |
Cash and marketable investments held in Trust Account | 1,035,374,170 | 1,035,212,703 |
TOTAL ASSETS | 1,036,188,601 | 1,036,398,194 |
Current liabilities | ||
Accrued expenses | 4,808,074 | 647,538 |
Total Current Liabilities | 4,808,074 | 647,538 |
Warrant liabilities | 18,243,973 | 38,396,230 |
Deferred underwriting fee payable | 36,225,000 | 36,225,000 |
Total Liabilities | 59,277,047 | 75,268,768 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption 103,500,000 shares at $10.00 per share redemption value as of March 31, 2022 and December 31, 2021 | 1,035,000,000 | 1,035,000,000 |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Accumulated deficit | (58,091,034) | (73,873,162) |
Total Shareholders' Deficit | (58,088,446) | (73,870,574) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | 1,036,188,601 | 1,036,398,194 |
Class B ordinary shares | ||
Shareholders' Deficit | ||
Common stock | $ 2,588 | $ 2,588 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A ordinary shares | ||
Common shares, par value, (per share) | $ 0.0001 | |
Common shares, shares authorized | 600,000,000 | |
Temporary equity, shares issued | 103,500,000 | 103,500,000 |
Temporary equity, shares outstanding | 103,500,000 | 103,500,000 |
Class A redeemable ordinary shares | ||
Temporary equity, shares outstanding | 103,500,000 | 103,500,000 |
Redemption value per share | $ 10 | $ 10 |
Class B ordinary shares | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 60,000,000 | 60,000,000 |
Common shares, shares issued | 25,875,000 | 25,875,000 |
Common shares, shares outstanding | 25,875,000 | 25,875,000 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
General and administrative expenses | $ 4,531,596 | $ 126,636 |
Loss from operations | (4,531,596) | (126,636) |
Other income (expense): | ||
Interest earned on investments held in Trust Account | 161,467 | 4,078 |
Transaction costs associated with warrant liabilities | (1,234,321) | |
Change in fair value of warrant liabilities | 20,152,257 | (11,281,000) |
Total other income (expense), net | 20,313,724 | (12,511,243) |
Net income (loss) | 15,782,128 | (12,637,879) |
Class A ordinary shares | ||
Other income (expense): | ||
Net income (loss) | $ 12,625,702 | $ (9,092,778) |
Weighted Average Number of Shares Outstanding, Basic | 103,500,000 | 63,000,000 |
Weighted Average Number of Shares Outstanding, Diluted | 103,500,000 | 63,000,000 |
Earnings Per Share, Basic | $ 0.12 | $ (0.14) |
Earnings Per Share, Diluted | $ 0.12 | $ (0.14) |
Class A redeemable ordinary shares | ||
Other income (expense): | ||
Weighted Average Number of Shares Outstanding, Basic | 103,500,000 | 63,000,000 |
Weighted Average Number of Shares Outstanding, Diluted | 103,500,000 | 63,000,000 |
Earnings Per Share, Basic | $ 0.12 | $ (0.14) |
Earnings Per Share, Diluted | $ 0.12 | $ (0.14) |
Class B ordinary shares | ||
Other income (expense): | ||
Net income (loss) | $ 3,156,426 | $ (3,545,101) |
Weighted Average Number of Shares Outstanding, Basic | 25,875,000 | 24,562,500 |
Weighted Average Number of Shares Outstanding, Diluted | 25,875,000 | 24,562,500 |
Earnings Per Share, Basic | $ 0.12 | $ (0.14) |
Earnings Per Share, Diluted | $ 0.12 | $ (0.14) |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Common StockClass B ordinary shares | Additional Paid-in Capital | Accumulated Deficit | Class A ordinary shares | Class B ordinary shares | Total |
Balance at the beginning at Dec. 31, 2020 | $ 2,588 | $ 22,412 | $ (7,757) | $ 17,243 | ||
Balance at the beginning (in shares) at Dec. 31, 2020 | 25,875,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Accretion for Class A ordinary shares to redemption amount | (12,961,412) | (65,066,775) | (78,028,187) | |||
Excess of proceeds from the sale of private placement warrants to Sponsor | 12,939,000 | 12,939,000 | ||||
Net income (loss) | (12,637,879) | $ (9,092,778) | $ (3,545,101) | (12,637,879) | ||
Balance at the end at Mar. 31, 2021 | $ 2,588 | (77,712,411) | (77,709,823) | |||
Balance at the end (in shares) at Mar. 31, 2021 | 25,875,000 | |||||
Balance at the beginning at Dec. 31, 2021 | $ 2,588 | 0 | (73,873,162) | (73,870,574) | ||
Balance at the beginning (in shares) at Dec. 31, 2021 | 25,875,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 0 | 15,782,128 | $ 12,625,702 | $ 3,156,426 | 15,782,128 | |
Balance at the end at Mar. 31, 2022 | $ 2,588 | $ 0 | $ (58,091,034) | $ (58,088,446) | ||
Balance at the end (in shares) at Mar. 31, 2022 | 25,875,000 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 15,782,128 | $ (12,637,879) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | (20,152,257) | 11,281,000 |
Transaction costs associated with the warrant liabilities | 1,234,321 | |
Interest earned on investments held in Trust Account | (161,467) | (4,078) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (238,460) | (621,747) |
Accrued expenses | 4,160,536 | 29,644 |
Net cash used in operating activities | (609,520) | (718,739) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | (1,035,000,000) | |
Net cash used in investing activities | (1,035,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of units, net of underwriting discounts paid | 1,015,189,650 | |
Proceeds from sale of private placement warrants | 22,700,000 | |
Advances from related party | 11,753 | |
Repayment of advances from related party | (11,753) | |
Repayment of promissory note - related party | (300,000) | |
Payment of offering costs | (516,820) | |
Net cash provided by financing activities | 1,037,072,830 | |
Net Change in Cash | (609,520) | 1,354,091 |
Cash - Beginning of period | 1,123,063 | |
Cash - Ending of period | $ 513,543 | 1,354,091 |
Non-cash investing and financing activities: | ||
Offering costs paid through promissory note | 281,919 | |
Deferred underwriting fee payable | $ 36,225,000 |
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 JAWS Mustang Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 19, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities that the Company has not yet identified (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company 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 commenced any operations. All activity through March 31, 2022 relates to the Company’s formation, the initial public offering (“IPO”), which is described below, and subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on February 1, 2021. On February 4, 2021, the Company consummated the IPO of 103,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 13,500,000 Units, at $10.00 per Unit, generating gross proceeds of $1,035,000,000 which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 11,350,000 warrants (the “Private Placement Warrants”) at a price of $2.00 per Private Placement Warrant in a private placement to Mustang Sponsor LLC (the “Sponsor”), generating gross proceeds of $22,700,000, which is described in Note 4. Transaction costs amounted to $57,010,008, consisting of $19,800,000 of underwriting fees, net of $900,000 reimbursed from the underwriters, $36,225,000 of deferred underwriting fees (see Note 6) and $985,008 of other offering costs. Following the closing of the IPO on February 4, 2021, an amount of $1,035,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, 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% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to provide holders of Class A ordinary shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete a Business Combination by February 4, 2023 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 Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until February 4, 2023 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed 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 Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the 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 assets remaining available for distribution will be less than the IPO price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) 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 to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have 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. Liquidity and Going Concern As of March 31, 2022, the Company had cash of $513,543. The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If the Company completes a Business Combination, the Company would repay such loaned amounts. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Company’s Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $2.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants. If the Business Combination is not consummated, the Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard’s Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until February 4, 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 liquidity condition and 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 February 4, 2023. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 23, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 or December 31, 2021. Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were invested primarily in U.S. Treasury securities. Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs were allocated on a relative fair value basis between shareholders’ equity and expense. The portion of offering costs allocated to the Public Warrants has been charged to expense. The portion of offering costs allocated to the public shares has been charged to shareholders’ deficit. Upon completion of the IPO on February 1, 2021, offering costs totaled $57,010,008 (consisting of $19,800,000 of underwriting fees, net of $900,000 reimbursed from the underwriters, $36,225,000 of deferred underwriting fees and $985,008 of other offering costs), of which $1,234,321 was charged to the condensed statements of operations upon the completion of the IPO and $55,775,687 was charged to temporary equity and accreted to addition paid in capital and shareholders’ deficit. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable common stock are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 1,035,000,000 Less: Proceeds allocated to Public Warrants (22,252,500) Class A ordinary shares issuance costs (55,775,687) Plus: Accretion of carrying value to redemption value 78,028,187 Class A ordinary shares subject to possible redemption $ 1,035,000,000 Warrant Liabilities As disclosed in Note 3, pursuant to the IPO, the Company sold 103,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the IPO. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that so long as the Private Placement Warrants are held by the Sponsor or any of its Permitted Transferees, the Private Placement Warrants (i) may be exercised for cash or on a “cashless basis”, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company when the class A ordinary shares equal or exceeds $18.00, and (iv) shall only be redeemable by the Company when the class A ordinary shares are less than $18.00 per share, subject to certain adjustments (see Note 9). The Company evaluated the Public Warrants and Private Placement Warrants and concluded that they do not meet the criteria to be classified as shareholders’ equity in accordance with ASC 815-40, “Derivatives and Hedging–Contracts in Entity’s Own Equity”. Specifically, the warrant agreement allows for the exercise of the Public Warrants and Private Placement Warrants to be settled in cash upon a tender offer where the maker of the offer owns beneficially more than 50% of the Class A shares following the tender offer. This provision precludes the warrants from being classified as shareholders’ equity as not all of the Company’s shareholders need to participate in such a tender offer to trigger the potential cash settlement. As the Public Warrants and Private Placement Warrants also meet the definition of a derivative under ASC 815, upon completion of the IPO, the Company recorded these warrants as liabilities on its balance sheets, with subsequent changes in their respective fair values recognized in the statements of operations at each reporting date. In accordance with ASC 825-10, “Financial Instruments”, the Company has concluded that a portion of the transaction costs which directly related to the IPO and Private Placement, which were previously charged to shareholders' deficit, would be allocated to the warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the condensed statements of operations. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 37,225,000 Class A ordinary shares in the aggregate. For the three months ended March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Numerator: Allocation of net income (loss), as adjusted $ 12,625,702 $ 3,156,426 $ (9,092,778) $ (3,545,101) Denominator: Basic and diluted weighted average shares outstanding 103,500,000 25,875,000 63,000,000 24,562,500 Basic and diluted net income (loss) per ordinary share $ 0.12 $ 0.12 $ (0.14) $ (0.14) Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 is not determinable as of the date of these 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 financial statements. 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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, other than the warrant liabilities. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (the “ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2022 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the IPO, the Company sold 103,500,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 13,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Mar. 31, 2022 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 11,350,000 Private Placement Warrants at a price of $2.00 per Private Placement Warrant, for an aggregate purchase price of $22,700,000 in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from the Private Placement Warrants were 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 proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares As of October 23, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). On October 28, 2020, the Company effected a share dividend of 8,625,000 shares and on January 13, 2021 and February 1, 2021, the Company effected share dividends of 4,312,500 shares each, resulting in there being an aggregate of 25,875,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 3,375,000 shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will equal, on an as-converted basis, 20% of the Company’s issued and outstanding ordinary shares after the IPO. As a result of the underwriters’ election to fully exercise their over-allotment option on February 4, 2021, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted) for any 20 trading days within any 30-trading day period commencing at least 150 days after a 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. Administrative Services Agreement The Company entered into an agreement, commencing on February 1, 2021 through the earlier of the consummation of a Business Combination and the Company’s liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services. For the three months ended March 31, 2022 and 2021, the Company incurred and paid $30,000 and $20,000 in fees for these services, respectively. There were no amounts included in accrued expenses at March 31, 2022 or December 31, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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 $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $2.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2022 and December 31, 2021, there were no amounts outstanding under the Working Capital Loans. On February 23, 2022 , The Company has entered into a cost-sharing arrangement with related parties in connection with completing a Business Combination.. This agreement establishes a sharing percentage that is calculated based on the size of the Trust Account. This cost-sharing agreement establishes that the Company is responsible for 55.4% of expenses from agreed upon third-party advisors in connection with completing a Business Combination. If the Company decides to cease pursing a Business Combination, 55.4% of fees incurred up to the date of termination for agreed third-party advisors will be the responsibility of the Company. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholders Rights Pursuant to a registration and shareholders rights agreement entered into on February 1, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration and shareholder rights agreement does not contain liquidating damages or other cash settlement provision resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $36,225,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
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 Class A Ordinary Shares |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 3 Months Ended |
Mar. 31, 2022 | |
SHAREHOLDERS' DEFICIT | |
SHAREHOLDERS' DEFICIT | NOTE 8. SHAREHOLDERS’ DEFICIT Preference Shares — Class B Ordinary Shares Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except that, prior to the initial business combination, only holders of the Class B ordinary shares will be entitled to vote on the appointment of directors, and except as required by law. The Class B ordinary shares will automatically convert into the Company’s Class A ordinary shares at the time of a Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon 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 or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the 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. |
WARRANT LIABILITIES
WARRANT LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
WARRANT LIABILITIES | |
WARRANT LIABILITIES | NOTE 9 - WARRANT LIABILITIES Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemptions of warrants when the price per Class A ordinary share equals or exceeds $18.00 . ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 10.00 ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares; ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public 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 -day trading 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 exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company has not completed a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. At March 31, 2022 and December 31, 2021, there were 11,350,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above under “Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00,” so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. The following is a description of the valuation methodology used for assets and liabilities measured at fair value: U.S. Treasury Securities: At March 31, 2022, assets held in the Trust Account were comprised of $3,699 in cash and $1,035,370,471 in U.S. Treasury securities. Through March 31, 2022, the Company did not withdraw any interest earned on the Trust Account to pay for its franchise and income tax obligations. At December 31, 2021, assets held in the Trust Account were comprised of $3,699 in cash and $1,035,209,004 in U.S. Treasury securities. Gross Amortized Holding Held-To-Maturity Level Cost Loss Fair Value March 31, 2022 U.S.Treasury Securities (Mature on 4/12/2022) 1 $ 1,035,370,471 $ (22,765) $ 1,035,347,706 December 31, 2021 U.S.Treasury Securities (Mature on 4/12/2022) 1 $ 1,035,209,004 $ (16,317) $ 1,035,192,687 Warrant Liabilities: The Public Warrants were initially valued using binomial lattice in a risk neutral framework (a special case of the Income Approach). As of March 31, 2022, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The Private Warrants were initially value using binomial lattice in a risk neutral framework (a special case of the Income Approach), which is considered to be a Level 3 fair value measurement. The Primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the Company’s ordinary shares. The expected volatility of the Company’s ordinary shares was determined based on the implied volatility of the Public Warrants. As of March 31, 2022, the fair value of the Private Warrants was the equivalent to that of the Public Warrants as they had substantially the same terms, however they are not actively traded, as such were listed as a Level 2 in the hierarchy table below. The change in fair value is recognized in the condensed statements of operations. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level March 31, 2022 Assets: Investments held in Trust Account- U.S. Treasury Securities 1 $ 1,035,347,706 Liabilities: Warrant Liability – Public Warrants 1 12,681,338 Warrant Liability – Private Placement Warrants 2 5,562,635 Description Level December 31, 2021 Assets: Investments held in Trust Account- U.S. Treasury Securities 1 $ 1,035,192,687 Liabilities: Warrant Liability – Public Warrants 1 26,651,250 Warrant Liability – Private Placement Warrants 2 11,744,980 The following table presents the changes in the fair value of Level 3 warrant liabilities as of March 31, 2021: Fair value as of January 1, 2021 $ — Initial Fair Value at February 04, 2021 32,013,500 Change in fair value 11,281,000 Transfer of Public warrants to level 1 (30,015,000) Fair value as of March 31, 2021 13,279,500 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the three months ended March 31, 2021, was $30,015,000. There were no transfers from during the three months ended March 31, 2022. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 or December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were invested primarily in U.S. Treasury securities. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs were allocated on a relative fair value basis between shareholders’ equity and expense. The portion of offering costs allocated to the Public Warrants has been charged to expense. The portion of offering costs allocated to the public shares has been charged to shareholders’ deficit. Upon completion of the IPO on February 1, 2021, offering costs totaled $57,010,008 (consisting of $19,800,000 of underwriting fees, net of $900,000 reimbursed from the underwriters, $36,225,000 of deferred underwriting fees and $985,008 of other offering costs), of which $1,234,321 was charged to the condensed statements of operations upon the completion of the IPO and $55,775,687 was charged to temporary equity and accreted to addition paid in capital and shareholders’ deficit. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable common stock are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 1,035,000,000 Less: Proceeds allocated to Public Warrants (22,252,500) Class A ordinary shares issuance costs (55,775,687) Plus: Accretion of carrying value to redemption value 78,028,187 Class A ordinary shares subject to possible redemption $ 1,035,000,000 |
Warrant Liabilities | Warrant Liabilities As disclosed in Note 3, pursuant to the IPO, the Company sold 103,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the IPO. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that so long as the Private Placement Warrants are held by the Sponsor or any of its Permitted Transferees, the Private Placement Warrants (i) may be exercised for cash or on a “cashless basis”, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company when the class A ordinary shares equal or exceeds $18.00, and (iv) shall only be redeemable by the Company when the class A ordinary shares are less than $18.00 per share, subject to certain adjustments (see Note 9). The Company evaluated the Public Warrants and Private Placement Warrants and concluded that they do not meet the criteria to be classified as shareholders’ equity in accordance with ASC 815-40, “Derivatives and Hedging–Contracts in Entity’s Own Equity”. Specifically, the warrant agreement allows for the exercise of the Public Warrants and Private Placement Warrants to be settled in cash upon a tender offer where the maker of the offer owns beneficially more than 50% of the Class A shares following the tender offer. This provision precludes the warrants from being classified as shareholders’ equity as not all of the Company’s shareholders need to participate in such a tender offer to trigger the potential cash settlement. As the Public Warrants and Private Placement Warrants also meet the definition of a derivative under ASC 815, upon completion of the IPO, the Company recorded these warrants as liabilities on its balance sheets, with subsequent changes in their respective fair values recognized in the statements of operations at each reporting date. In accordance with ASC 825-10, “Financial Instruments”, the Company has concluded that a portion of the transaction costs which directly related to the IPO and Private Placement, which were previously charged to shareholders' deficit, would be allocated to the warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the condensed statements of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 37,225,000 Class A ordinary shares in the aggregate. For the three months ended March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Numerator: Allocation of net income (loss), as adjusted $ 12,625,702 $ 3,156,426 $ (9,092,778) $ (3,545,101) Denominator: Basic and diluted weighted average shares outstanding 103,500,000 25,875,000 63,000,000 24,562,500 Basic and diluted net income (loss) per ordinary share $ 0.12 $ 0.12 $ (0.14) $ (0.14) |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 is not determinable as of the date of these 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 financial statements. |
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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, other than the warrant liabilities. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (the “ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of reconciliation of Class A ordinary shares | Gross proceeds $ 1,035,000,000 Less: Proceeds allocated to Public Warrants (22,252,500) Class A ordinary shares issuance costs (55,775,687) Plus: Accretion of carrying value to redemption value 78,028,187 Class A ordinary shares subject to possible redemption $ 1,035,000,000 |
Calculation of basic and diluted net income (loss) per ordinary share | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Numerator: Allocation of net income (loss), as adjusted $ 12,625,702 $ 3,156,426 $ (9,092,778) $ (3,545,101) Denominator: Basic and diluted weighted average shares outstanding 103,500,000 25,875,000 63,000,000 24,562,500 Basic and diluted net income (loss) per ordinary share $ 0.12 $ 0.12 $ (0.14) $ (0.14) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
Summary of gross holding losses and fair value of held-to-maturity securities | Gross Amortized Holding Held-To-Maturity Level Cost Loss Fair Value March 31, 2022 U.S.Treasury Securities (Mature on 4/12/2022) 1 $ 1,035,370,471 $ (22,765) $ 1,035,347,706 December 31, 2021 U.S.Treasury Securities (Mature on 4/12/2022) 1 $ 1,035,209,004 $ (16,317) $ 1,035,192,687 |
Schedule of company's assets that are measured at fair value on a recurring basis | Description Level March 31, 2022 Assets: Investments held in Trust Account- U.S. Treasury Securities 1 $ 1,035,347,706 Liabilities: Warrant Liability – Public Warrants 1 12,681,338 Warrant Liability – Private Placement Warrants 2 5,562,635 Description Level December 31, 2021 Assets: Investments held in Trust Account- U.S. Treasury Securities 1 $ 1,035,192,687 Liabilities: Warrant Liability – Public Warrants 1 26,651,250 Warrant Liability – Private Placement Warrants 2 11,744,980 |
Schedule of change in the fair value of the warrant liabilities | Fair value as of January 1, 2021 $ — Initial Fair Value at February 04, 2021 32,013,500 Change in fair value 11,281,000 Transfer of Public warrants to level 1 (30,015,000) Fair value as of March 31, 2021 13,279,500 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Feb. 04, 2021USD ($)$ / sharesshares | Oct. 19, 2020item | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($)shares |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance initial public offering | $ 1,035,000,000 | $ 1,035,000,000 | ||
Proceeds from sale of private placement warrants | 22,252,500 | $ 22,252,500 | ||
Deferred underwriting fees | $ 36,225,000 | |||
Minimum | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Business combinations to complete, incorporation agreement | item | 1 | |||
Fair market value condition for initial business combination, percentage of assets held in Trust | 80.00% | |||
Post-transaction requirement, equity ownership in outstanding voting securities of target company | 50.00% | |||
Post-transaction requirement, net tangible assets | $ 5,000,001 | |||
Maximum | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Maturity term of U.S. government securities | 185 days | |||
Share redemption limit without Company consent, percentage | 15.00% | |||
Period to cease operations if business combination not formed | 10 days | |||
Interest earned on Trust assets to use for dissolution expenses | $ 100,000 | |||
Liquidity and going concern | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Price of warrant | $ / shares | $ 2 | |||
Cash | $ 513,543 | |||
Trust assets available for working capital loan repayment | 0 | |||
Convertible warrants, maximum borrowing capacity | $ 1,500,000 | |||
Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants issued | shares | 11,350,000 | |||
Price of warrant | $ / shares | $ 2 | |||
Proceeds from sale of private placement warrants | $ 22,700,000 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | shares | 103,500,000 | |||
Purchase price, per unit | $ / shares | $ 10 | |||
Number of warrants issued | shares | 25,875,000 | |||
Transaction costs, total | $ 57,010,008 | |||
Underwriting fees, net of reimbursements | 19,800,000 | |||
Deferred underwriting fees | 36,225,000 | |||
Other offering costs | 985,008 | |||
Underwriting fee reimbursements | $ 900,000 | |||
Private Placement | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants issued | shares | 11,350,000 | |||
Price of warrant | $ / shares | $ 2 | |||
Proceeds from sale of private placement warrants | $ 22,700,000 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | shares | 13,500,000 | |||
Class A ordinary shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants issued | shares | 37,225,000 | 37,225,000 | ||
Class A ordinary shares | Initial Public Offering | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants issued | shares | 1 | |||
Class A ordinary shares | Private Placement | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants issued | shares | 1 | |||
Class A redeemable ordinary shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Share redemption period upon notice of business combination | 2 days | |||
Company obligation if business combination not formed, redemption percentage of outstanding public shares | 100.00% | |||
Class A redeemable ordinary shares | Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | shares | 103,500,000 | |||
Purchase price, per unit | $ / shares | $ 10 | |||
Proceeds from issuance initial public offering | $ 1,035,000,000 | |||
Class A redeemable ordinary shares | Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | shares | 13,500,000 | |||
Purchase price, per unit | $ / shares | $ 10 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Feb. 04, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Maturity periods classified as cash equivalents | 3 months | |||
Cash equivalents | $ 0 | $ 0 | ||
Deferred underwriting fees | 36,225,000 | |||
Expensed offering costs | $ 1,234,321 | |||
Temporary equity, accretion of transaction costs | 55,775,687 | 55,775,687 | ||
Deferred underwriting fee payable | $ 36,225,000 | 36,225,000 | ||
Public Warrants exercisable term from the closing of the initial public offering | 12 months | |||
Unrecognized tax benefits | $ 0 | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | ||
Proceeds from issuance initial public offering | 1,035,000,000 | 1,035,000,000 | ||
Proceeds from sale of private placement warrants | 22,252,500 | 22,252,500 | ||
Net cash used in operating activities | 609,520 | 718,739 | ||
Net income (loss) | 15,782,128 | (12,637,879) | ||
Interest earned on investments held in Trust Account | 161,467 | 4,078 | ||
Cash and marketable investments held in Trust Account | 1,035,374,170 | 1,035,212,703 | ||
Federal depository insurance coverage | 250,000 | |||
U.S. Treasury Securities | ||||
Cash and marketable investments held in Trust Account | 1,035,370,471 | 1,035,209,004 | ||
Cash. | ||||
Cash and marketable investments held in Trust Account | $ 3,699 | $ 3,699 | ||
Warrants | ||||
Public Warrants expiration term | 5 years | |||
Public Warrants | ||||
Minimum threshold written notice period for redemption of public warrants | 30 days | |||
Public Warrants expiration term | 5 years | |||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Less than $18.00 | ||||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |||
Private Placement Warrants | ||||
Number of warrants issued | 11,350,000 | |||
Price of warrants | $ 2 | |||
Proceeds from sale of private placement warrants | $ 22,700,000 | |||
Initial Public Offering | ||||
Transaction costs, total | 57,010,008 | |||
Underwriting fees, net of reimbursements | 19,800,000 | |||
Deferred underwriting fees | 36,225,000 | |||
Other offering costs | 985,008 | |||
Underwriting fee reimbursements | 900,000 | |||
Expensed offering costs | 1,234,321 | |||
Temporary equity, accretion of transaction costs | $ 55,775,687 | |||
Number of units issued | 103,500,000 | |||
Purchase price, per unit | $ 10 | |||
Number of warrants issued | 25,875,000 | |||
Initial Public Offering | Public Warrants | ||||
Number of Warrants Issued Per Unit | 0.25 | |||
Private Placement | Private Placement Warrants | ||||
Number of warrants issued | 11,350,000 | |||
Price of warrants | $ 2 | |||
Proceeds from sale of private placement warrants | $ 22,700,000 | |||
Over-allotment option | ||||
Number of units issued | 13,500,000 | |||
Class A ordinary shares | ||||
Number of warrants issued | 37,225,000 | 37,225,000 | ||
Net income (loss) | $ 12,625,702 | (9,092,778) | ||
Class A ordinary shares | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||||
Minimum threshold written notice period for redemption of public warrants | 30 days | |||
Class A ordinary shares | Initial Public Offering | ||||
Number of Shares Issued Per Unit | 1 | |||
Number of Warrants Issued Per Unit | 0.25 | |||
Class A ordinary shares | Initial Public Offering | Public Warrants | ||||
Number of warrants issued | 1 | |||
Number of shares per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Class A ordinary shares | Private Placement | Private Placement Warrants | ||||
Number of warrants issued | 1 | |||
Number of shares per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Class A redeemable ordinary shares | Initial Public Offering | ||||
Number of units issued | 103,500,000 | |||
Purchase price, per unit | $ 10 | |||
Proceeds from issuance initial public offering | $ 1,035,000,000 | |||
Class A redeemable ordinary shares | Over-allotment option | ||||
Number of units issued | 13,500,000 | |||
Purchase price, per unit | $ 10 | |||
Class B ordinary shares | ||||
Net income (loss) | $ 3,156,426 | $ (3,545,101) |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Gross proceeds | $ 1,035,000,000 | $ 1,035,000,000 |
Less: | ||
Proceeds allocated to Public Warrants | (22,252,500) | (22,252,500) |
Class A ordinary shares issuance costs | (55,775,687) | (55,775,687) |
Plus: | ||
Accretion of carrying value to redemption value | 78,028,187 | 78,028,187 |
Class A ordinary shares subject to possible redemption | $ 1,035,000,000 | $ 1,035,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net (Loss) per Ordinary Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 15,782,128 | $ (12,637,879) |
Class A ordinary shares | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 12,625,702 | $ (9,092,778) |
Denominator: | ||
Basic weighted average shares outstanding | 103,500,000 | 63,000,000 |
Diluted weighted average shares outstanding | 103,500,000 | 63,000,000 |
Basic net loss per ordinary share | $ 0.12 | $ (0.14) |
Diluted net loss per ordinary share | $ 0.12 | $ (0.14) |
Class B ordinary shares | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 3,156,426 | $ (3,545,101) |
Denominator: | ||
Basic weighted average shares outstanding | 25,875,000 | 24,562,500 |
Diluted weighted average shares outstanding | 25,875,000 | 24,562,500 |
Basic net loss per ordinary share | $ 0.12 | $ (0.14) |
Diluted net loss per ordinary share | $ 0.12 | $ (0.14) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) | Feb. 04, 2021$ / sharesshares |
Initial Public Offering | |
Subsidiary, Sale of Stock [Line Items] | |
Number of units issued | 103,500,000 |
Purchase price, per unit | $ / shares | $ 10 |
Initial Public Offering | Public Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants in a unit | 0.25 |
Initial Public Offering | Class A ordinary shares | |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares in a unit | 1 |
Number of warrants in a unit | 0.25 |
Initial Public Offering | Class A ordinary shares | Public Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares issuable per warrant | 1 |
Exercise price of warrants | $ / shares | $ 11.50 |
Over-allotment option | |
Subsidiary, Sale of Stock [Line Items] | |
Number of units issued | 13,500,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Feb. 04, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 22,252,500 | $ 22,252,500 | |
Class A ordinary shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants issued | 37,225,000 | 37,225,000 | |
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants issued | 11,350,000 | ||
Price of warrants | $ 2 | ||
Aggregate purchase price | $ 22,700,000 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants issued | 11,350,000 | ||
Price of warrants | $ 2 | ||
Aggregate purchase price | $ 22,700,000 | ||
Private Placement | Private Placement Warrants | Class A ordinary shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants issued | 1 | ||
Warrant price | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - Founder Shares - Sponsor - Class B ordinary shares | Feb. 01, 2021shares | Oct. 28, 2020shares | Oct. 23, 2020USD ($)D$ / sharesshares |
Related Party Transaction [Line Items] | |||
Aggregate purchase price | $ | $ 25,000 | ||
Number of shares issued | 8,625,000 | ||
Share dividend | 4,312,500 | 8,625,000 | |
Aggregate number of shares outstanding | 25,875,000 | ||
Shares subject to forfeiture | 3,375,000 | ||
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 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | Feb. 23, 2022 | Oct. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||||
Repayment of promissory note - related party | $ 300,000 | ||||
Accrued expenses | $ 4,808,074 | $ 647,538 | |||
Administrative Support Agreement | |||||
Related Party Transaction [Line Items] | |||||
Expenses per month | $ 10,000 | ||||
Expenses incurred and paid | 30,000 | $ 20,000 | |||
Accrued expenses | 0 | 0 | |||
Related Party Loans | |||||
Related Party Transaction [Line Items] | |||||
Percentage of expenses responsible by company in connection with completing business combination | 55.40% | ||||
Related Party Loans | Working capital loans warrant | |||||
Related Party Transaction [Line Items] | |||||
Outstanding balance of related party note | 0 | $ 0 | |||
Loan conversion agreement warrant | $ 1,500,000 | ||||
Price of warrant | $ 2 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / shares | |
COMMITMENTS AND CONTINGENCIES | |
Maximum number of demands for registration of securities | three demands |
Deferred fee per unit | $ / shares | $ 0.35 |
Deferred underwriting fees | $ | $ 36,225,000 |
CLASS A ORDINARY SHARES SUBJE_2
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details) - Class A ordinary shares - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 600,000,000 | |
Common shares, par value (in dollars per share) | $ 0.0001 | |
Common shares, votes per share | one | |
Temporary equity, shares issued | 103,500,000 | 103,500,000 |
Temporary equity, shares outstanding | 103,500,000 | 103,500,000 |
SHAREHOLDERS' EQUITY (DEFICIT)
SHAREHOLDERS' EQUITY (DEFICIT) - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
SHAREHOLDERS' DEFICIT | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
SHAREHOLDERS' EQUITY (DEFICIT_2
SHAREHOLDERS' EQUITY (DEFICIT) - Common Stock Shares (Details) - Class B ordinary shares | 3 Months Ended | |
Mar. 31, 2022$ / sharesshares | Dec. 31, 2021$ / sharesshares | |
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 60,000,000 | 60,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | one | |
Common shares, shares issued (in shares) | 25,875,000 | 25,875,000 |
Common shares, shares outstanding (in shares) | 25,875,000 | 25,875,000 |
Ratio to be applied to the stock in the conversion | 20 |
WARRANT LIABILITIES (Details)
WARRANT LIABILITIES (Details) | 3 Months Ended | |||
Mar. 31, 2022Ditem$ / sharesshares | Dec. 31, 2021shares | Mar. 31, 2021shares | Feb. 04, 2021$ / sharesshares | |
Class of Warrant or Right [Line Items] | ||||
Public Warrants exercisable term from the closing of the initial public offering | 12 months | |||
Initial Public Offering | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants issued | shares | 25,875,000 | |||
Threshold, (in days, months, years) | 1 year | |||
Purchase price, per unit | $ 10 | |||
Class A ordinary shares | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants issued | shares | 37,225,000 | 37,225,000 | ||
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Class A ordinary shares | ||||
Class of Warrant or Right [Line Items] | ||||
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 | ||||
Class of Warrant or Right [Line Items] | ||||
Threshold, (in days, months, years) | 30 days | |||
Purchase price, per unit | $ 10 | |||
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | Class A ordinary shares | ||||
Class of Warrant or Right [Line Items] | ||||
Maximum Threshold Period For Filing Registration Statement After Business Combination | 20 days | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | |||
Share Price | $ 10 | |||
Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Public Warrants expiration term | 5 years | |||
Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding | shares | 11,350,000 | |||
Number of warrants issued | shares | 11,350,000 | |||
Private Placement Warrants | Class A ordinary shares | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding | shares | 11,350,000 | |||
Private Placement Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||||
Class of Warrant or Right [Line Items] | ||||
Threshold trading days for calculating Market Value | 30 days | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |||
Threshold trading days for redemption of public warrants | 20 days | |||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Threshold, (in days, months, years) | 30 days | |||
Public Warrants expiration term | 5 years | |||
Maximum period after business combination in which to file registration statement | 20 days | |||
Period of time within which registration statement is expected to become effective | 60 days | |||
Maximum threshold period for registration statement to become not effective after business combination | 60 days | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | |||
Share price trigger used to measure dilution of warrant | $ 9.20 | |||
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | |||
Trading period after business combination used to measure dilution of warrant | item | 20 | |||
Warrant exercise price adjustment multiple | 115 | |||
Warrant redemption price adjustment multiple | 180 | |||
Public Warrants | Class A ordinary shares | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding | shares | 25,875,000 | 25,875,000 | ||
Public Warrants | Class A ordinary shares | Initial Public Offering | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants issued | shares | 1 | |||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||||
Class of Warrant or Right [Line Items] | ||||
Threshold trading days for calculating Market Value | 30 days | |||
Warrant redemption condition minimum share price | $ 18 | |||
Stock price trigger for redemption of public warrants (in dollars per share) | 18 | |||
Redemption price per public warrant (in dollars per share) | $ 0.01 | |||
Redemption period | 30 days | |||
Threshold number of business days before sending notice of redemption to warrant holders | item | 3 | |||
Threshold consecutive trading days for redemption of public warrants | D | 20 | |||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||||
Class of Warrant or Right [Line Items] | ||||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |||
Redemption price per public warrant (in dollars per share) | $ 0.10 | |||
Threshold trading days for redemption of public warrants | 30 days | |||
Threshold number of business days before sending notice of redemption to warrant holders | D | 3 | |||
Purchase price, per unit | $ 10 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Investments held in Trust Account | $ 1,035,374,170 | $ 1,035,212,703 |
Liabilities: | ||
Warrant liabilities | 18,243,973 | 38,396,230 |
U.S. Treasury Securities | ||
Assets: | ||
Investments held in Trust Account | 1,035,370,471 | 1,035,209,004 |
Cash. | ||
Assets: | ||
Investments held in Trust Account | 3,699 | 3,699 |
Level 1 | Recurring | Public Warrants | ||
Liabilities: | ||
Warrant liabilities | 12,681,338 | 26,651,250 |
Level 1 | U.S. Treasury Securities | ||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | ||
Amortized Cost | 1,035,370,471 | 1,035,209,004 |
Gross Holding Gain | (22,765) | (16,317) |
Fair Value | 1,035,347,706 | 1,035,192,687 |
Level 1 | U.S. Treasury Securities | Recurring | ||
Assets: | ||
Investments held in Trust Account | 1,035,347,706 | 1,035,192,687 |
Level 2 | Recurring | Private Placement Warrants | ||
Liabilities: | ||
Warrant liabilities | $ 5,562,635 | $ 11,744,980 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Warrant Liabilities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Transfer of Public warrants to level 1 | $ 0 | |
Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Transfer of Public warrants to level 1 | $ (30,015,000) | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Initial Fair Value at February 04, 2021 | 32,013,500 | |
Change in fair value | 11,281,000 | |
Transfer of Public warrants to level 1 | (30,015,000) | |
Fair value as of March 31, 2021 | $ 13,279,500 |