Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 29, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | TPG PACE BENEFICIAL II CORP. | |
Entity Central Index Key | 0001840859 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-40328 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1574707 | |
Entity Address, Address Line One | 301 Commerce Street | |
Entity Address, Address Line Two | Suite 3300 | |
Entity Address, City or Town | Fort Worth | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 76102 | |
City Area Code | 212 | |
Local Phone Number | 405-8458 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of each class | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol(s) | YTPG | |
Name of each exchange on which registered | NYSE | |
Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 41,000,000 | |
Class F Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,444,444 | |
Class G Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,888,889 |
Condensed Balance Sheet (unaudi
Condensed Balance Sheet (unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 1,507,598 | $ 2,141,060 |
Prepaid expenses | 311,402 | 382,120 |
Total current assets | 1,819,000 | 2,523,180 |
Cash held in Trust Account | 400,000,000 | 400,000,000 |
Total assets | 401,819,000 | 402,523,180 |
Current liabilities: | ||
Accrued expenses, formation and offering costs | 287,365 | 303,288 |
Note payable to Sponsor | 2,000,000 | 2,000,000 |
Deferred underwriting compensation | 14,000,000 | |
Total current liabilities | 16,287,365 | 2,303,288 |
Deferred underwriting compensation | 14,000,000 | |
Total liabilities | 16,287,365 | 16,303,288 |
Commitments and contingencies | ||
Class A ordinary shares subject to possible redemption: 40,000,000 shares at June 30, 2022 and December 31, 2021 a redemption value of $10.00 per share | 400,000,000 | 400,000,000 |
Shareholders' deficit: | ||
Preferred shares, $0.0001 par value; 5,000,000 shares authorized, none issued or outstanding at June 30, 2022 and December 31, 2021 | ||
Accumulated deficit | (14,469,798) | (13,781,541) |
Total shareholders' deficit | (14,468,365) | (13,780,108) |
Total liabilities and shareholders' deficit | 401,819,000 | 402,523,180 |
Class A Ordinary Shares | ||
Shareholders' deficit: | ||
Ordinary shares, value | 100 | 100 |
Class F Ordinary Shares | ||
Shareholders' deficit: | ||
Ordinary shares, value | 444 | 444 |
Class G Ordinary Shares | ||
Shareholders' deficit: | ||
Ordinary shares, value | $ 889 | $ 889 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) (unaudited) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, authorized | 5,000,000 | 5,000,000 |
Preferred shares, issued | 0 | 0 |
Preferred shares, outstanding | 0 | 0 |
Class A Ordinary Shares | ||
Ordinary shares subject to possible redemption | 40,000,000 | 40,000,000 |
Ordinary shares redemption per share | $ 10 | $ 10 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 500,000,000 | 500,000,000 |
Ordinary shares, issued | 1,000,000 | 1,000,000 |
Ordinary shares, outstanding | 1,000,000 | 1,000,000 |
Class F Ordinary Shares | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 30,000,000 | 30,000,000 |
Ordinary shares, issued | 4,444,444 | 4,444,444 |
Ordinary shares, outstanding | 4,444,444 | 4,444,444 |
Class G Ordinary Shares | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 30,000,000 | 30,000,000 |
Ordinary shares, issued | 8,888,889 | 8,888,889 |
Ordinary shares, outstanding | 8,888,889 | 8,888,889 |
Condensed Statement of Operatio
Condensed Statement of Operations (unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Professional expenses and formation costs | $ 281,382 | $ 308,287 | $ 688,257 | $ 359,683 |
Loss from operations | (281,382) | (308,287) | (688,257) | (359,683) |
Net loss attributable to ordinary shares | (281,382) | (308,287) | (688,257) | $ (359,683) |
Class A Ordinary Shares Subject to Possible Redemption | ||||
Net loss attributable to ordinary shares | $ (207,152) | $ (217,732) | $ (506,692) | |
Net loss per ordinary share: | ||||
Basic | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) |
Diluted | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) |
Weighted average ordinary shares outstanding: | ||||
Shares outstanding basic | 40,000,000 | 33,406,593 | 40,000,000 | 17,078,652 |
Shares outstanding diluted | 40,000,000 | 33,406,593 | 40,000,000 | 17,078,652 |
Founder Shares and Private Placement Shares | ||||
Net loss attributable to ordinary shares | $ (74,230) | $ (90,555) | $ (181,565) | |
Net loss per ordinary share: | ||||
Basic | $ 0 | $ (1.65) | $ (0.01) | $ (1.46) |
Diluted | $ 0 | $ (1.65) | $ (0.01) | $ (1.46) |
Weighted average ordinary shares outstanding: | ||||
Shares outstanding basic | 14,333,333 | 13,893,773 | 14,333,333 | 15,773,408 |
Shares outstanding diluted | 14,333,333 | 13,893,773 | 14,333,333 | 15,773,408 |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholder's Deficit (unaudited) - USD ($) | Total | Sale of Class F Share on January 8, 2021 | Sale of Private Placement Share on April 16, 2021 | Preferred Shares | Additional Paid-In Capital | Additional Paid-In Capital Sale of Class F Share on January 8, 2021 | Additional Paid-In Capital Sale of Private Placement Share on April 16, 2021 | Accumulated Deficit | Class A Ordinary Shares Ordinary Shares | Class A Ordinary Shares Ordinary Shares Sale of Private Placement Share on April 16, 2021 | Class F Ordinary Shares Ordinary Shares | Class F Ordinary Shares Ordinary Shares Sale of Class F Share on January 8, 2021 | Class G Ordinary Shares Ordinary Shares |
Balance at January 4, 2021 (inception) at Jan. 03, 2021 | |||||||||||||
Beginning Balance, Shares at Jan. 03, 2021 | |||||||||||||
Sale of Class F ordinary shares to Sponsor on January 8, 2021 at $0.001 per share | $ 25,000 | $ 23,000 | $ 2,000 | ||||||||||
Sale of Class F ordinary shares to Sponsor on January 8, 2021 at $0.001 per share, Shares | 20,000,000 | ||||||||||||
Forfeiture of Class F ordinary shares on March 18, 2021 | 1,611 | $ (1,611) | |||||||||||
Forfeiture of Class F ordinary shares on March 18, 2021, Shares | (16,111,111) | ||||||||||||
Issuance of Class G ordinary shares on March 18, 2021 | (778) | $ 778 | |||||||||||
Issuance of Class G ordinary shares on March 18, 2021, Shares | 7,777,778 | ||||||||||||
Net loss attributable to ordinary shares | (51,396) | (51,396) | |||||||||||
Ending Balance at Mar. 31, 2021 | (26,396) | 23,833 | (51,396) | $ 389 | $ 778 | ||||||||
Ending Balance, Shares at Mar. 31, 2021 | 3,888,889 | 7,777,778 | |||||||||||
Balance at January 4, 2021 (inception) at Jan. 03, 2021 | |||||||||||||
Beginning Balance, Shares at Jan. 03, 2021 | |||||||||||||
Net loss attributable to ordinary shares | (359,683) | ||||||||||||
Ending Balance at Jun. 30, 2021 | (13,134,612) | (13,136,045) | $ 100 | $ 444 | $ 889 | ||||||||
Ending Balance, Shares at Jun. 30, 2021 | 1,000,000 | 4,444,444 | 8,888,889 | ||||||||||
Balance at January 4, 2021 (inception) at Mar. 31, 2021 | (26,396) | 23,833 | (51,396) | $ 389 | $ 778 | ||||||||
Beginning Balance, Shares at Mar. 31, 2021 | 3,888,889 | 7,777,778 | |||||||||||
Sale of Class F ordinary shares to Sponsor on January 8, 2021 at $0.001 per share | $ 10,000,000 | $ 9,999,900 | $ 100 | ||||||||||
Sale of Class F ordinary shares to Sponsor on January 8, 2021 at $0.001 per share, Shares | 1,000,000 | ||||||||||||
Founder Share share dividend of 0.14 issued to Sponsor on April 16, 2021 | (166) | $ 55 | $ 111 | ||||||||||
Sale of private placement shares to sponsor, shares | 555,555 | 1,111,111 | |||||||||||
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value as of June 30, 2021 | (22,799,929) | $ (10,023,567) | (12,776,362) | ||||||||||
Net loss attributable to ordinary shares | (308,287) | (308,287) | |||||||||||
Ending Balance at Jun. 30, 2021 | (13,134,612) | (13,136,045) | $ 100 | $ 444 | $ 889 | ||||||||
Ending Balance, Shares at Jun. 30, 2021 | 1,000,000 | 4,444,444 | 8,888,889 | ||||||||||
Balance at January 4, 2021 (inception) at Dec. 31, 2021 | (13,780,108) | (13,781,541) | $ 100 | $ 444 | $ 889 | ||||||||
Beginning Balance, Shares at Dec. 31, 2021 | 1,000,000 | 4,444,444 | 8,888,889 | ||||||||||
Net loss attributable to ordinary shares | (406,875) | (406,875) | |||||||||||
Ending Balance at Mar. 31, 2022 | (14,186,983) | (14,188,416) | $ 100 | $ 444 | $ 889 | ||||||||
Ending Balance, Shares at Mar. 31, 2022 | 1,000,000 | 4,444,444 | 8,888,889 | ||||||||||
Balance at January 4, 2021 (inception) at Dec. 31, 2021 | (13,780,108) | (13,781,541) | $ 100 | $ 444 | $ 889 | ||||||||
Beginning Balance, Shares at Dec. 31, 2021 | 1,000,000 | 4,444,444 | 8,888,889 | ||||||||||
Net loss attributable to ordinary shares | (688,257) | ||||||||||||
Ending Balance at Jun. 30, 2022 | (14,468,365) | (14,469,798) | $ 100 | $ 444 | $ 889 | ||||||||
Ending Balance, Shares at Jun. 30, 2022 | 1,000,000 | 4,444,444 | 8,888,889 | ||||||||||
Balance at January 4, 2021 (inception) at Mar. 31, 2022 | (14,186,983) | (14,188,416) | $ 100 | $ 444 | $ 889 | ||||||||
Beginning Balance, Shares at Mar. 31, 2022 | 1,000,000 | 4,444,444 | 8,888,889 | ||||||||||
Net loss attributable to ordinary shares | (281,382) | (281,382) | |||||||||||
Ending Balance at Jun. 30, 2022 | $ (14,468,365) | $ (14,469,798) | $ 100 | $ 444 | $ 889 | ||||||||
Ending Balance, Shares at Jun. 30, 2022 | 1,000,000 | 4,444,444 | 8,888,889 |
Condensed Statement of Change_2
Condensed Statement of Changes in Shareholder's Deficit (Parenthetical) (unaudited) - Ordinary Shares - $ / shares | Apr. 16, 2021 | Jan. 08, 2021 |
Class F Ordinary Shares | ||
Sale of stock price per share | $ 0.001 | |
Dividend Declared | Class F Ordinary Shares | ||
Sale of stock price per share | $ 0.16 | |
Private Placement | Class A Ordinary Shares | ||
Sale of stock price per share | $ 10 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss attributable to ordinary shares | $ (688,257) | $ (359,683) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 70,718 | |
Deferred offering costs | (544,344) | |
Accrued expenses, formation and offering costs | 69,077 | 222,383 |
Net cash used in operating activities | (548,462) | (681,644) |
Cash flows from investing activities: | ||
Proceeds deposited into Trust Account | (400,000,000) | |
Net cash used in investing activities | (400,000,000) | |
Cash flows from financing activities: | ||
Proceeds from sale of Class F ordinary shares to Sponsor | 25,000 | |
Proceeds from sale of Class A ordinary shares in initial public offering | 400,000,000 | |
Proceeds from sale of Private Placement Shares to Sponsor | 10,000,000 | |
Proceeds of notes payable from Sponsor | 750,000 | |
Payment of underwriters discounts | (8,000,000) | |
Payment of accrued offering costs | (85,000) | (318,570) |
Repayment of notes payable to Sponsor | (750,000) | |
Net cash provided by (used in) financing activities | (85,000) | 401,706,430 |
Net change in cash | (633,462) | 1,024,786 |
Cash at beginning of period | 2,141,060 | |
Cash at end of period | $ 1,507,598 | 1,024,786 |
Supplemental disclosure of non-cash financing activities: | ||
Accrued offering costs | $ 481,359 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | 1. Organization and Business Operations Organization and General TPG Pace VI Holdings Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on January 4, 2021 (“Inception”). On January 13, 2021, the Company filed with the Registrar of Companies of the Cayman Islands to amend and restate the Memorandum and Articles of Association to change the name of the Company to TPG Pace Beneficial II Corp. On January 14, 2021, the Company filed with the Registrar of Companies of the Cayman Islands to amend and restate the Memorandum and Articles of Association to rename Class B ordinary shares as Class F ordinary shares. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). On January 8, 2021, the Company was funded with $ 25,000 for which it issued Class F Founder Shares (as defined below). All activity for the period from Inception through June 30, 2022 relates to the Company’s formation, initial public offering (“Public Offering”) described below, and the identification and evaluation of prospective acquisition targets for a Business Combination. The Company will not generate operating revenues prior to the completion of the Business Combination and will generate non-operating income in the form of interest income on Permitted Investments (as defined below) from the proceeds derived from the Public Offering. The Company has selected December 31st as its fiscal year end. Going Concern If the Company does not complete an initial Business Combination within 24 months from April 16, 2021 (the “Close Date”), the Company will (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem all of the Class A ordinary shares issued in the Public Offering at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”), including interest, net of taxes (less up to $ 100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the shareholder rights of owners of Class A ordinary shares (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution, including Trust Account assets, will be less than the initial public offering price in the Public Offering. This mandatory liquidation and subsequent dissolution requirement raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed financial statements have been prepared on a going concern basis and do not include any adjustments that might arise as a result of uncertainties about the Company’s ability to continue as a going concern. Sponsor The Company’s sponsor is TPG Pace Beneficial II Sponsor, Series LLC, a Delaware Series limited liability company (the “Sponsor”). On January 8, 2021, the Sponsor purchased an aggregate of 20,000,000 Class F ordinary shares (“Class F Founder Shares”) for an aggregate purchase price of $ 25,000 , or approximately $ 0.001 per share. Prior to the Sponsor’s initial investment in the Company of $25,000, the Company had no assets. The purchase price of the Class F Founder Shares was determined by dividing the amount of cash contributed to the Company by the number of Class F Founder Shares issued by the Company. On March 18, 2021, the Company’s board of directors approved a recapitalization whereby the Sponsor forfeited 16,111,111 Class F Founder Shares for no consideration and received 7,777,778 Class G ordinary shares at par value $ 0.0001 per share (“Class G Founder Shares” and, together with Class F Founder Shares, “Founder Shares”). Financing The registration statement for the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on April 13, 2021. The Public Offering closed on the Close Date. The Sponsor purchased an aggregate of 1,000,000 Class A ordinary shares (“Private Placement Shares”) at $ 10.00 per share, or $ 10,000,000 in the aggregate, in a private placement on the Close Date (the “Private Placement”). The Company intends to finance a Business Combination with proceeds from its $ 400,000,000 Public Offering (see Note 3 – Public Offering) and $ 10,000,000 Private Placement. The Trust Account Of the $ 410,000,000 proceeds from the Public Offering and the sale of the Private Placement Shares, $ 400,000,000 were deposited into the Trust Account. Starting January 2022, the funds in the Trust Account may be invested only in specified U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a 7 under the Investment Company Act which invest only in direct U.S. government treasury obligations (collectively “Permitted Investments”). Funds will remain in the Trust Account except for the withdrawal of interest earned on the funds that may be released to the Company to pay taxes and up to $ 100,000 of any dissolution expenses. The proceeds from the Public Offering and the sale of the Private Placement Shares will not be released from the Trust Account until the earliest of (i) the completion of the Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association to modify the substance and timing of the Company’s obligation to redeem 100 % of the Public Shares if the Company does not complete the Business Combination within 24 months from the Close Date and (iii) the redemption of all of the Company’s Public Shares if it is unable to complete the Business Combination within 24 months from the Close Date. The remaining proceeds outside the Trust Account may be used to pay business, legal and accounting due diligence on prospective acquisitions, listing fees and continuing general and administrative expenses. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a target business. The business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80 % of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the Company signing a definitive agreement. After signing a definitive agreement for a Business Combination, the Company will provide the public shareholders with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting to approve the Business Combination or (ii) by means of a tender offer. Each public shareholder may elect to redeem their shares irrespective of whether they vote for or against the Business Combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be approximately $ 10.00 per Public Share. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by any deferred underwriting commissions payable to underwriters. The decision as to whether the Company will seek shareholder approval of the Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval under applicable law or stock exchange listing requirements. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding Class A ordinary shares voted are voted in favor of the Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 , after payment of the deferred underwriting commission. In such an instance, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. The Company has 24 months from the Close Date to complete its Business Combination. If the Company does not complete a Business Combination within this period, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds in the Trust Account and not previously released to the Company to pay its taxes (less up to $ 100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and external directors (“Initial Shareholders”) and the Company’s officers and internal directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares if the Company fails to complete the Business Combination within 24 months from the Close Date. However, if the Initial Shareholders acquire Public Shares after the Close Date, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete the Business Combination within the allotted 24-month time period. The underwriters have agreed to waive their rights to any deferred underwriting commission held in the Trust Account in the event the Company does not complete the Business Combination and those amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. If the Company fails to complete the Business Combination, the redemption of the Company’s Public Shares will reduce the book value of the shares held by the initial shareholders, who will be the only remaining shareholders after such redemptions. If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes. As a result, such ordinary shares are recorded at their redemption amount and classified as temporary equity in accordance with Accounting Standards Codification ("ASC") 480, “ Distinguishing Liabilities from Equity .” |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position at June 30, 2022 and December 31, 2021, and the results of operations and cash flows for the periods presented. Certain reclassifications of prior period financial statements have been made to conform to current reporting practices. Emerging Growth Company 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 Securities Exchange Act of 1934, as amended (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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. Cash Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did no t have any cash equivalents as of June 30, 2022 or December 31, 2021. 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 accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurements and Disclosures ,” approximates the carrying amounts represented in the condensed balance sheet due to their short-term nature. Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level 1 - Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level 2 - Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. Redeemable Ordinary Shares All of the 40,000,000 Class A ordinary shares sold in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. 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 redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering”. The Company incurred offering costs in connection with the Public Offering primarily consisting of accounting and legal services, securities registration expenses and exchange listing fees. Offering costs of $ 799,929 , together with the underwriter discount and Deferred Discount (as defined below) totaling $ 22,000,000 , were charged to temporary equity on the Close Date. Stock-Based Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, “ Compensation – Stock Compensation ” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. The Company’s Class F ordinary shares and Class G ordinary shares were granted subject to a performance condition, namely the occurrence of a Business Combination. Compensation expense related to the Class F ordinary shares and Class G ordinary shares is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been recognized during the period from Inception to June 30, 2022. Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board ASC Topic 260, “ Earnings Per Share ”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period as calculated using the treasury stock method. At June 30, 2022, the Company had outstanding forward purchase contracts to purchase up to 17,500,000 Class A ordinary shares. The weighted average of these shares was excluded from the calculation of diluted net income per ordinary share since the exercise of the forward purchase contracts is contingent upon the occurrence of future events. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share. For the three and six months ended June 30, 2022, the three months ended June 30, 2021 and for the period from Inception to June 30, 2021, earnings are shared pro rata between the two classes of ordinary shares as follows: For the Three Months Ended For the Three Months Ended Class A ordinary Founder Shares Class A ordinary Founder Shares Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ ( 207,152 ) $ ( 74,230 ) $ ( 217,732 ) $ ( 90,555 ) Accretion on Class A ordinary shares subject to $ — $ — $ — $ ( 22,799,929 ) $ ( 207,152 ) $ ( 74,230 ) $ ( 217,732 ) $ ( 22,890,484 ) Denominator: Weighted average ordinary shares outstanding: 40,000,000 14,333,333 33,406,593 13,893,773 Basic and diluted net loss per ordinary share $ ( 0.00 ) $ ( 0.00 ) $ ( 0.01 ) $ ( 1.65 ) For the Six Months Ended For the period from Class A ordinary Founder Shares Class A ordinary Founder Shares Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ ( 506,692 ) $ ( 181,565 ) $ ( 186,987 ) $ ( 172,696 ) Accretion on Class A ordinary shares subject to $ — $ — $ — $ ( 22,799,929 ) $ ( 506,692 ) $ ( 181,565 ) $ ( 186,987 ) $ ( 22,972,625 ) Denominator: Weighted average ordinary shares outstanding: 40,000,000 14,333,333 17,078,652 15,773,408 Basic and diluted net loss per ordinary share $ ( 0.01 ) $ ( 0.01 ) $ ( 0.01 ) $ ( 1.46 ) Income Taxes Under ASC 740, “Income Taxes,” ("ASC 740") deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 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) (“ASU 2020-06”). ASU 2020 06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company's adoption of ASU 2020-06 on January 1, 2022 did no t have a material impact on the Company's condensed financial statements. |
Public Offering
Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Public Offering | 3. Public Offering In its Public Offering, the Company sold 40,000,000 Class A ordinary shares at a price of $ 10.00 per share, including the issuance of 5,000,000 Class A ordinary shares as a result of the underwriters’ partial exercise of their over-allotment option. At the Close Date, proceeds of $ 400,000,000 , net of underwriting discounts of $ 8,000,000 and funds designated for operational use of $ 2,000,000 , were deposited in the Trust Account. The Company paid an underwriting discount of 2.00 % of the gross proceeds of the Public Offering, or $ 8,000,000 , to the underwriters at the Close Date, with an additional fee (the “Deferred Discount”) of 3.50 % of the gross proceeds of the Public Offering, or $ 14,000,000 , payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes a Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Discount. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Founder Shares On January 8, 2021, the Sponsor purchased 20,000,000 Class F Founder Shares for an aggregate purchase price of $ 25,000 , or approximately $ 0.001 per share. The purchase price of the Class F Founder Shares was determined by dividing the amount of cash contributed to the Company by the number of Class F Founder Shares issued by the Company. The number of Founder Shares issued was based on the expectation that the Founder Shares represent 25 % of the sum of the Company’s issued and outstanding Founder Shares and Public Shares upon completion of the Public Offering. On March 18, 2021, in its Amended and Restated Memorandum and Articles of Association, the Company authorized the issuance of up to 30,000,000 Class G Founder Shares. On March 18, 2021, the Company’s board of directors approved a recapitalization whereby the Sponsor forfeited 16,111,111 Class F Founder Shares for no consideration and received 7,777,778 Class G Founder Shares. On the Close Date, in connection with the underwriters’ partial exercise of its over-allotment option, the Company effected a stock dividend of approximately 0.14 Class F Founder Shares for each Class F Founder Share, and 0.14 Class G Founder Share for each Class G Founder Share, such that after the underwriters’ partial exercise of its over-allotment option, the ratio of Founder Shares to the sum of Founder Shares and Public Shares remained at approximately 25 %. The stock dividend resulted in the issuance of 555,555 Class F Founder Shares and 1,111,111 Class G Founder Shares. As of June 30, 2022, the Sponsor held 4,444,444 Class F Founder Shares and 8,888,889 Class G Founder Shares. The Founder Shares are identical to the Public Shares sold in the Public Offering except that: • only holders of the Class F Founder Shares have the right to vote on the appointment of directors prior to the Business Combination or continuing the Company in a jurisdiction outside the Cayman Islands during such time; • the Founder Shares are subject to certain transfer restrictions, as described in more detail below; • the Initial Shareholders and the Company’s officers and internal directors entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Business Combination within 24 months from the Public Offering. If the Company submits the Business Combination to the public shareholders for a vote, the initial shareholders have agreed, pursuant to such letter agreement, to vote their Founder Shares and any Public Shares purchased during or after the Public Offering in favor of the Business Combination; • the Class F ordinary shares are automatically convertible into Class A ordinary shares on the first business day following the completion of the Business Combination into a number of our Class A ordinary shares equal to 10 % of the sum of (i) the total number of all Class A ordinary shares issued and outstanding upon completion of the Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion of the Class F ordinary shares plus (iii) unless waived by the Sponsor, 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 the Business Combination, including any forward purchase shares, without giving effect to (w) any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the Business Combination, (x) any Class A ordinary shares issuable upon conversion of the Class G ordinary shares, (y) any redemptions of Public Shares in connection with the Business Combination or (z) the Private Placement Shares; and • the Class G ordinary shares will convert into Class A ordinary shares after the Business Combination only to the extent certain triggering events occur prior to the 10th anniversary of the Business Combination, including three triggering events based on the Class A ordinary shares trading at $ 12.50 , $ 15.00 and $ 17.50 per share following the closing of the Business Combination and also upon specified strategic transactions. Additionally, the Sponsor and Initial Shareholders agreed not to transfer, assign or sell (i) any of their Founder Shares until the earlier of (a) one year after the completion of the Business Combination or (b) subsequent to the Business Combination, if the last sale price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (c) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (the “Lock Up Period”) and (ii) any of their Class G ordinary shares for any reasons, other than to specified permitted transferees or subsequent to the Business Combination in connection with a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; provided, that any Class A ordinary shares issued upon conversion of any Class G ordinary shares will not be subject to such restrictions on transfer. Private Placement Shares The Sponsor purchased from the Company Private Placement Shares at a price of $ 10.00 per share in the Private Placement simultaneously with the completion of the Public Offering. The Private Placement Shares are not redeemable, and will not be transferable, assignable or salable until 30 days after the completion of the Business Combination. If the Company does not complete the Business Combination within 24 months from the Close Date, the proceeds from the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Shares will become worthless. Forward Purchase Agreements On March 18, 2021, an affiliate of the Company (the “TPG Forward Purchaser”) entered into a forward purchase agreement (the “Original Forward Purchase Agreement”). The TPG Forward Purchaser has agreed to purchase 5,000,000 Class A ordinary shares at a price of $ 10.00 per Class A ordinary share (the “Forward Purchase Shares”), or $ 50,000,000 . The purchase of the Forward Purchase Shares will take place in one or more private placements, with the full amount to have been purchased no later than simultaneously with the closing of the Business Combination. The TPG Forward Purchaser’s obligation to purchase the Forward Purchase Shares may be transferred, in whole or in part, to the forward transferees, provided that upon such transfer the forward transferees assume the rights and obligations of the TPG Forward Purchaser to purchase the Forward Purchase Shares under the Original Forward Purchase Agreement. As an inducement to a transferee that is not an affiliate of the TPG Forward Purchaser to assume the TPG Forward Purchaser’s obligation to purchase the Forward Purchase Securities, the Company may agree to issue on a case-by-case basis to such transferee at the time of the forward purchase, in addition to the Forward Purchase Shares, an additional number of Class A ordinary shares equal to 10 % of the Forward Purchase Shares purchased by such transferee for no additional cash consideration, potentially lowering the effective purchase price per Forward Purchase Share. In addition, the Sponsor shall forfeit a number of Founder Shares equal to such additional amount of Class A ordinary shares issued to such transferee at the time of the additional forward purchase. On March 18, 2021, the Company also entered into forward purchase agreements (the “Additional Forward Purchase Agreements”) with other third parties (the “Additional Forward Purchasers”) which provide that the Additional Forward Purchasers will purchase 12,500,000 Class A ordinary shares at a price of approximately $ 10.00 per Class A ordinary share (the “Additional Forward Purchase Shares”), or $ 125,000,000 . Any purchases of the Additional Forward Purchase Shares will also take place in one or more private placements, but no later than simultaneously with the closing of the Business Combination. The sale of the Additional Forward Purchase Securities will be subject to the approval of the board of directors and the Sponsor. The proceeds of all purchases made pursuant to the Original Forward Purchase Agreement and Additional Forward Purchase Agreements will be deposited into the Company’s operating account. The terms of the Forward Purchase Shares and Additional Forward Purchase Shares, respectively, are generally identical to the terms of the Class A ordinary shares issued in the Public Offering, except that the Forward Purchase Shares and Additional Forward Purchase Shares will have no redemption rights and will have no right to liquidating distributions from the Trust Account. In addition, as long as the Forward Purchase Shares and the Additional Forward Purchase Shares are held by the TPG Forward Purchaser and Additional Forward Purchasers, they will have certain registration rights. In connection with the sale of the Forward Purchase Shares and the Additional Forward Purchase Shares, except to the extent of any forfeitures of Founder Shares by the Sponsor in connection with the forward purchases, the Company expects that the Sponsor will receive an aggregate number of additional Class A ordinary shares so that the Initial Shareholders, in the aggregate, on an as-converted basis, will hold 10 % of the outstanding Class A ordinary shares at the time of the closing of the Business Combination (without giving effect to any redemptions of Public Shares in connection with the Business Combination and excluding (x) any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the Business Combination, (y) any Class A ordinary shares issuable upon conversion of the Class G Founder Shares and (z) any Private Placement Shares) and could hold 25 % of such shares in the event all of the Class G Founder Shares are also converted into Class A ordinary shares.. Registration Rights Holders of the Founder Shares and Private Placement Shares are entitled to registration rights pursuant to a registration rights agreement signed on the Close Date. The holders of these securities are entitled to make up to three demands that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to other registration statements filed by the Company subsequent to its completion of the Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that that Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock Up Period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Indemnity The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below (i) $ 10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such eventuality as the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Independent Financial Advisory Services In connection with the Public Offering, TPG Capital BD, LLC, an affiliate of the Company, acted as the Company’s independent financial advisor as defined under FINRA Rule 5110(j)(9), to provide independent financial consulting services, consisting of a review of deal structure and terms and related structuring advice in connection with the Public Offering, for which it received a fee of $ 740,000 , which was paid on the Close Date. TPG Capital BD, LLC was engaged to represent the Company’s interests only and is independent of the underwriters. TPG Capital BD, LLC did not act as an underwriter in the Public Offering and did not sell or offer to sell any securities in the Public Offering, nor did it identify or solicit potential investors in the Public Offering. Related Party Note Payable On March 22, 2021, the Sponsor loaned the Company $ 750,000 under an unsecured non-interest-bearing promissory note to pay up front costs associated with the Public Offering. The Company repaid the $ 750,000 loan from the Sponsor on the Close Date. On December 8, 2021, the Sponsor loaned the Company $ 2,000,000 under an unsecured non-interest-bearing promissory note to fund ongoing operating needs. Administrative Services Agreement On the Close Date, the Company entered into an agreement to pay $ 50,000 a month for office space, administrative and support services to an affiliate of the Sponsor, and will terminate the agreement upon the earlier of a Business Combination or the liquidation of the Company. For the three and six months ended June 30, 2022, the Company incurred expenses of $ 150,000 and $ 300,000 respectively, under this agreement. Commitment Letter Effective May 26, 2021, the Sponsor entered into a commitment letter in which it committed to lending funds, if needed, to the Company to timely satisfy any of the Company’s financial obligations or debt service requirements through August 31, 2022 , and further to defer any required repayment of existing loans, or any loans made during the period from the Close Date to August 31, 2022, until after August 31, 2022. Effective October 22, 2021, the Sponsor entered into a commitment letter in which it committed to lending funds, if needed, to the Company to timely satisfy any of the Company’s financial obligations or debt service requirements through April 30, 2023 , and further to defer any required repayment of existing loans, or any loans made during the period from the Close Date to April 30, 2023, until after April 30, 2023. |
Cash Held in Trust Account
Cash Held in Trust Account | 6 Months Ended |
Jun. 30, 2022 | |
Assets Held-in-trust [Abstract] | |
Cash Held in Trust Accounts | 5. Cash Held in Trust Account Gross proceeds of $ 400,000,000 and $ 10,000,000 from the Public Offering and the sale of the Private Placement Shares, respectively, less underwriting discounts of $ 8,000,000 ; and funds of $ 2,000,000 designated to pay the Company’s accrued formation and offering costs, ongoing administrative and acquisition search costs, plus repay notes payable of $ 750,000 to the Sponsor at the Close Date were placed in the Trust Account at the Close Date. At each of June 30, 2022 and December 31, 2021, the balance of funds held in the Trust Account was $ 400,000,000 . |
Deferred Underwriting Compensat
Deferred Underwriting Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Underwriting Compensation [Abstract] | |
Deferred Underwriting Compensation | 6. Deferred Underwriting Compensation The Company is committed to pay the Deferred Discount of 3.50 % of the gross proceeds of the Public Offering, or $ 14,000,000 , to the underwriters upon the Company’s completion of a Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Discount, and no Deferred Discount is payable to the underwriters if a Business Combination is not completed within 24 months after the Close Date. |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Shareholders' Deficit | 7. Shareholders’ Deficit Class A Ordinary Shares The Company is currently authorized to issue 500,000,000 Class A ordinary shares. Depending on the terms of a potential Business Combination, the Company may be required to increase the number of authorized Class A ordinary shares at the same time as its shareholders vote on the Business Combination to the extent the Company seeks shareholder approval in connection with its Business Combination. Holders of Class A ordinary shares are entitled to one vote for each share with the exception that only holders of Class F ordinary shares have the right to vote on the election of directors prior to the completion of a Business Combination, subject to adjustment as provided in the Company’s Amended and Restated Memorandum and Articles of Association. At each of June 30, 2022 and December 31, 2021, there were 41,000,000 Class A ordinary shares issued and outstanding, of which 40,000,000 shares were subject to possible redemption and were classified at their redemption value outside of shareholders’ deficit at the condensed balance sheet. Founder Shares The Company is currently authorized to issue 30,000,000 each of Class F Founder Shares and Class G Founder Shares. At each of June 30, 2022 and December 31, 2021, there were 4,444,444 Class F Founder Shares and 8,888,889 Class G Founder Shares issued and outstanding. Preferred Shares The Company is authorized to issue 5,000,000 preferred shares. The Company’s board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors is able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At June 30, 2022 and December 31, 2021, there were no preferred shares issued or outstanding. Dividend Policy The Company has not paid and does not intend to pay any cash dividends on its ordinary shares prior to the completion of the Business Combination. Additionally, the Company’s board of directors does not contemplate or anticipate declaring any stock dividends in the foreseeable future. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. Subsequent Events Management has performed an evaluation of subsequent events through the date of issuance of the condensed financial statements, noting no subsequent events which require adjustment or disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position at June 30, 2022 and December 31, 2021, and the results of operations and cash flows for the periods presented. Certain reclassifications of prior period financial statements have been made to conform to current reporting practices. |
Emerging Growth Company | Emerging Growth Company 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 Securities Exchange Act of 1934, as amended (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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. |
Cash | Cash Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did no t have any cash equivalents as of June 30, 2022 or December 31, 2021. |
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 accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurements and Disclosures ,” approximates the carrying amounts represented in the condensed balance sheet due to their short-term nature. |
Fair Value Measurement | Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level 1 - Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level 2 - Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. |
Redeemable Ordinary Shares | Redeemable Ordinary Shares All of the 40,000,000 Class A ordinary shares sold in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. 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 redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering”. The Company incurred offering costs in connection with the Public Offering primarily consisting of accounting and legal services, securities registration expenses and exchange listing fees. Offering costs of $ 799,929 , together with the underwriter discount and Deferred Discount (as defined below) totaling $ 22,000,000 , were charged to temporary equity on the Close Date. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, “ Compensation – Stock Compensation ” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. The Company’s Class F ordinary shares and Class G ordinary shares were granted subject to a performance condition, namely the occurrence of a Business Combination. Compensation expense related to the Class F ordinary shares and Class G ordinary shares is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been recognized during the period from Inception to June 30, 2022. |
Net Loss per Ordinary Share | Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board ASC Topic 260, “ Earnings Per Share ”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period as calculated using the treasury stock method. At June 30, 2022, the Company had outstanding forward purchase contracts to purchase up to 17,500,000 Class A ordinary shares. The weighted average of these shares was excluded from the calculation of diluted net income per ordinary share since the exercise of the forward purchase contracts is contingent upon the occurrence of future events. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share. For the three and six months ended June 30, 2022, the three months ended June 30, 2021 and for the period from Inception to June 30, 2021, earnings are shared pro rata between the two classes of ordinary shares as follows: For the Three Months Ended For the Three Months Ended Class A ordinary Founder Shares Class A ordinary Founder Shares Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ ( 207,152 ) $ ( 74,230 ) $ ( 217,732 ) $ ( 90,555 ) Accretion on Class A ordinary shares subject to $ — $ — $ — $ ( 22,799,929 ) $ ( 207,152 ) $ ( 74,230 ) $ ( 217,732 ) $ ( 22,890,484 ) Denominator: Weighted average ordinary shares outstanding: 40,000,000 14,333,333 33,406,593 13,893,773 Basic and diluted net loss per ordinary share $ ( 0.00 ) $ ( 0.00 ) $ ( 0.01 ) $ ( 1.65 ) For the Six Months Ended For the period from Class A ordinary Founder Shares Class A ordinary Founder Shares Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ ( 506,692 ) $ ( 181,565 ) $ ( 186,987 ) $ ( 172,696 ) Accretion on Class A ordinary shares subject to $ — $ — $ — $ ( 22,799,929 ) $ ( 506,692 ) $ ( 181,565 ) $ ( 186,987 ) $ ( 22,972,625 ) Denominator: Weighted average ordinary shares outstanding: 40,000,000 14,333,333 17,078,652 15,773,408 Basic and diluted net loss per ordinary share $ ( 0.01 ) $ ( 0.01 ) $ ( 0.01 ) $ ( 1.46 ) |
Income Taxes | Income Taxes Under ASC 740, “Income Taxes,” ("ASC 740") deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 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) (“ASU 2020-06”). ASU 2020 06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company's adoption of ASU 2020-06 on January 1, 2022 did no t have a material impact on the Company's condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Losses Shared Pro Rata Between Two Classes of Participating Ordinary Share | For the three and six months ended June 30, 2022, the three months ended June 30, 2021 and for the period from Inception to June 30, 2021, earnings are shared pro rata between the two classes of ordinary shares as follows: For the Three Months Ended For the Three Months Ended Class A ordinary Founder Shares Class A ordinary Founder Shares Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ ( 207,152 ) $ ( 74,230 ) $ ( 217,732 ) $ ( 90,555 ) Accretion on Class A ordinary shares subject to $ — $ — $ — $ ( 22,799,929 ) $ ( 207,152 ) $ ( 74,230 ) $ ( 217,732 ) $ ( 22,890,484 ) Denominator: Weighted average ordinary shares outstanding: 40,000,000 14,333,333 33,406,593 13,893,773 Basic and diluted net loss per ordinary share $ ( 0.00 ) $ ( 0.00 ) $ ( 0.01 ) $ ( 1.65 ) For the Six Months Ended For the period from Class A ordinary Founder Shares Class A ordinary Founder Shares Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ ( 506,692 ) $ ( 181,565 ) $ ( 186,987 ) $ ( 172,696 ) Accretion on Class A ordinary shares subject to $ — $ — $ — $ ( 22,799,929 ) $ ( 506,692 ) $ ( 181,565 ) $ ( 186,987 ) $ ( 22,972,625 ) Denominator: Weighted average ordinary shares outstanding: 40,000,000 14,333,333 17,078,652 15,773,408 Basic and diluted net loss per ordinary share $ ( 0.01 ) $ ( 0.01 ) $ ( 0.01 ) $ ( 1.46 ) |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Details) - USD ($) | 6 Months Ended | |||||
Apr. 16, 2021 | Mar. 18, 2021 | Jan. 08, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Schedule Of Organization And Business Operations Plan [Line Items] | ||||||
Entity incorporation date | Jan. 04, 2021 | |||||
Start date to complete initial business combination | Apr. 16, 2021 | |||||
Assets | $ 401,819,000 | $ 402,523,180 | ||||
Proceeds from issuance of initial public offering | $ 400,000,000 | $ 400,000,000 | ||||
Proceeds from public offering and private placement | 410,000,000 | |||||
Cash held in Trust Account | $ 400,000,000 | $ 400,000,000 | ||||
Percentage obligation to redeem public shares | 100% | |||||
Trust account amount, price per public share | $ 10 | |||||
Business combination condition, description | The Company has 24 months from the Close Date to complete its Business Combination. If the Company does not complete a Business Combination within this period, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | |||||
Private Placement | ||||||
Schedule Of Organization And Business Operations Plan [Line Items] | ||||||
Ordinary shares, issued | 1,000,000 | |||||
Shares issued price per share | $ 10 | |||||
Proceeds from sale of private placement shares to sponsor | $ 10,000,000 | |||||
IPO | ||||||
Schedule Of Organization And Business Operations Plan [Line Items] | ||||||
Proceeds from issuance of initial public offering | $ 400,000,000 | |||||
Public Offering and Private Placement | ||||||
Schedule Of Organization And Business Operations Plan [Line Items] | ||||||
Cash held in Trust Account | $ 400,000,000 | |||||
Sponsor | ||||||
Schedule Of Organization And Business Operations Plan [Line Items] | ||||||
Assets | $ 0 | |||||
Maximum | ||||||
Schedule Of Organization And Business Operations Plan [Line Items] | ||||||
Net interest to pay dissolution expenses | $ 100,000 | |||||
Minimum | ||||||
Schedule Of Organization And Business Operations Plan [Line Items] | ||||||
Percentage of trust account balance equal to target businesses fair market value | 80% | |||||
Intangible assets net of deferred underwriting commission | $ 5,000,001 | |||||
Class F Ordinary Shares | ||||||
Schedule Of Organization And Business Operations Plan [Line Items] | ||||||
Stock issued, value | 25,000 | |||||
Class F Ordinary Shares | Sponsor | ||||||
Schedule Of Organization And Business Operations Plan [Line Items] | ||||||
Stock issued, value | $ 25,000 | |||||
Ordinary shares, issued | 20,000,000 | |||||
Shares issued price per share | $ 0.001 | |||||
Shares forfeited | 16,111,111 | |||||
Forfeited value | $ 0 | |||||
Class G Ordinary Shares | Sponsor | ||||||
Schedule Of Organization And Business Operations Plan [Line Items] | ||||||
Ordinary shares, issued | 7,777,778 | |||||
Shares issued price per share | $ 0.0001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Federal depository insurance coverage | 250,000 | |
Stock-based compensation expense | 0 | |
Accrued interest and penalties | $ 0 | |
ASU 2020-06 | ||
Significant Accounting Policies [Line Items] | ||
Accounting standards update, adoption date | Jan. 01, 2022 | |
Change in accounting principle, accounting standards update, adopted | true | |
Change in accounting principle, accounting standards update, immaterial effect | true | |
IPO | ||
Significant Accounting Policies [Line Items] | ||
Offering Costs | $ 799,929 | |
Underwriter discount and deferred discount | $ 22,000,000 | |
Class A Ordinary Shares | ||
Significant Accounting Policies [Line Items] | ||
Ordinary shares issued as part of units | 40,000,000 | |
Class A Ordinary Shares | Maximum | ||
Significant Accounting Policies [Line Items] | ||
Number of warrants sold to sponsor | 17,500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Losses Shared Pro Rata Between Two Classes of Participating Ordinary Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 30, 2021 | |
Numerator: | |||||||
Net loss attributable to ordinary shares | $ (281,382) | $ (406,875) | $ (308,287) | $ (51,396) | $ (688,257) | $ (359,683) | |
Accretion on Class A ordinary shares subject to possible redemption | (22,799,929) | ||||||
Class A Ordinary Shares Subject to Possible Redemption | |||||||
Numerator: | |||||||
Net loss attributable to ordinary shares | (207,152) | (217,732) | (506,692) | $ (186,987) | |||
Net loss including accretion on Class A ordinary shares subject to possible redemption | $ (207,152) | $ (217,732) | $ (506,692) | $ (186,987) | |||
Weighted average ordinary shares outstanding: | |||||||
Shares outstanding basic | 40,000,000 | 33,406,593 | 40,000,000 | 17,078,652 | 17,078,652 | ||
Shares outstanding diluted | 40,000,000 | 33,406,593 | 40,000,000 | 17,078,652 | 17,078,652 | ||
Basic | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | ||
Diluted | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | ||
Founder Shares and Private Placement Shares | |||||||
Numerator: | |||||||
Net loss attributable to ordinary shares | $ (74,230) | $ (90,555) | $ (181,565) | $ (172,696) | |||
Accretion on Class A ordinary shares subject to possible redemption | (22,799,929) | (22,799,929) | |||||
Net loss including accretion on Class A ordinary shares subject to possible redemption | $ (74,230) | $ (22,890,484) | $ (181,565) | $ (22,972,625) | |||
Weighted average ordinary shares outstanding: | |||||||
Shares outstanding basic | 14,333,333 | 13,893,773 | 14,333,333 | 15,773,408 | 15,773,408 | ||
Shares outstanding diluted | 14,333,333 | 13,893,773 | 14,333,333 | 15,773,408 | 15,773,408 | ||
Basic | $ 0 | $ (1.65) | $ (0.01) | $ (1.46) | $ (1.46) | ||
Diluted | $ 0 | $ (1.65) | $ (0.01) | $ (1.46) | $ (1.46) |
Public Offering - Additional In
Public Offering - Additional Information (Details) - USD ($) | 6 Months Ended | ||
Apr. 16, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | |
Subsidiary Sale Of Stock [Line Items] | |||
Proceeds from issuance of initial public offering | $ 400,000,000 | $ 400,000,000 | |
Payments for net of underwriting discount | $ 8,000,000 | $ 8,000,000 | |
Percentage of underwriting discount on gross proceeds | 2% | ||
Percentage of deferred discount on gross proceeds | 3.50% | ||
Deferred discount payable upon completion of business combination | $ 14,000,000 | $ 14,000,000 | |
IPO | |||
Subsidiary Sale Of Stock [Line Items] | |||
Proceeds from issuance of initial public offering | 400,000,000 | ||
Payments for net of underwriting discount | 8,000,000 | ||
Operational funds deposited in trust account | $ 2,000,000 | ||
IPO | Class A Ordinary Shares | |||
Subsidiary Sale Of Stock [Line Items] | |||
Shares issued | 40,000,000 | ||
Share price | $ 10 | ||
Over-Allotment Option | Class A Ordinary Shares | |||
Subsidiary Sale Of Stock [Line Items] | |||
Shares issued | 5,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |||||||
Oct. 22, 2021 | May 26, 2021 | Apr. 16, 2021 USD ($) $ / shares shares | Mar. 18, 2021 USD ($) $ / shares shares | Jan. 08, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) Event $ / shares shares | Dec. 31, 2021 $ / shares shares | Mar. 22, 2021 USD ($) | |
Related Party Transaction [Line Items] | |||||||||
Price per share sponsor agreed to liable | $ / shares | $ 10 | $ 10 | |||||||
Unsecured non-interest bearing promissory note | $ | $ 750,000 | ||||||||
Repayment of sponsor loan | $ | $ 750,000 | ||||||||
Sponsor commitment date | Apr. 30, 2023 | Aug. 31, 2022 | |||||||
Original Forward Purchase Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Aggregate purchase price | $ | $ 50,000,000 | ||||||||
Additional Forward Purchase Agreements | |||||||||
Related Party Transaction [Line Items] | |||||||||
Aggregate purchase price | $ | $ 125,000,000 | ||||||||
Administrative Service Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction expense per month | $ | $ 50,000 | ||||||||
Expenses incurred under agreement | $ | $ 150,000 | $ 300,000 | |||||||
Over-Allotment Option | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of remained founder shares and public shares | 25% | ||||||||
Private Placement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of units sold | 1,000,000 | ||||||||
Common stock, issued, price per share | $ / shares | $ 10 | ||||||||
Sale of units description | If the Company does not complete the Business Combination within 24 months from the Close Date, the proceeds from the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Shares will become worthless. | ||||||||
Class F Ordinary Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, issued, value | $ | $ 25,000 | ||||||||
Ordinary shares, authorized | 30,000,000 | 30,000,000 | 30,000,000 | ||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Ordinary shares, outstanding | 4,444,444 | 4,444,444 | 4,444,444 | ||||||
Class F Ordinary Shares | Over-Allotment Option | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of units sold | 555,555 | ||||||||
Stock dividend ratio for each shares | 0.14 | ||||||||
Class G Ordinary Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ordinary shares, authorized | 30,000,000 | 30,000,000 | 30,000,000 | ||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Ordinary shares, outstanding | 8,888,889 | 8,888,889 | 8,888,889 | ||||||
Class G Ordinary Shares | Over-Allotment Option | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of units sold | 1,111,111 | ||||||||
Stock dividend ratio for each shares | 0.14 | ||||||||
Class G Ordinary Shares | Maximum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ordinary shares, authorized | 30,000,000 | ||||||||
Class A Ordinary Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ordinary shares, authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Ordinary shares, outstanding | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Percentage of shares converted after business combination | 25% | ||||||||
Expected percentage that the initial shareholders will hold upon outstanding shares of closing of business combination | 10% | ||||||||
Class A Ordinary Shares | Original Forward Purchase Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Price per share | $ / shares | $ 10 | ||||||||
Sale of aggregate shares | 5,000,000 | ||||||||
Percentage of additional number of shares agreed to issue to transferee | 10% | ||||||||
Class A Ordinary Shares | Additional Forward Purchase Agreements | |||||||||
Related Party Transaction [Line Items] | |||||||||
Price per share | $ / shares | $ 10 | ||||||||
Sale of aggregate shares | 12,500,000 | ||||||||
Class A Ordinary Shares | Over-Allotment Option | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of units sold | 5,000,000 | ||||||||
Sponsor | Class F Ordinary Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of units sold | 20,000,000 | ||||||||
Common stock, issued, value | $ | $ 25,000 | ||||||||
Common stock, issued, price per share | $ / shares | $ 0.001 | ||||||||
Percentage of shares upon completion of public offering | 25% | ||||||||
Shares forfeited | 16,111,111 | ||||||||
Forfeited value | $ | $ 0 | ||||||||
Ordinary shares, outstanding | 4,444,444 | 4,444,444 | |||||||
Sponsor | Class G Ordinary Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of units sold | 7,777,778 | ||||||||
Ordinary shares, outstanding | 8,888,889 | 8,888,889 | |||||||
Sponsor | Class A Ordinary Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of shares converted after business combination | 10% | ||||||||
Number of triggering events | Event | 3 | ||||||||
Sale of stock price, strategic transaction one | $ / shares | $ 12.50 | ||||||||
Sale of stock price, strategic transaction two | $ / shares | 15 | ||||||||
Sale of stock price, strategic transaction three | $ / shares | 17.50 | ||||||||
Sponsor | Class A Ordinary Shares | Private Placement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Price per share | $ / shares | $ 10 | $ 10 | |||||||
Transferable, assignable or salable period of warrants | 30 days | ||||||||
TPG Pace Beneficial Finance Sponsor, Series LLC | Class F Ordinary Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Business combination period allowed from close date to exercise rights | 24 months | ||||||||
Sponsor and Initial Shareholders | Class F Ordinary Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, description of transaction | Additionally, the Sponsor and Initial Shareholders agreed not to transfer, assign or sell (i) any of their Founder Shares until the earlier of (a) one year after the completion of the Business Combination or (b) subsequent to the Business Combination, if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (c) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (the “Lock Up Period”) and (ii) any of their Class G ordinary shares for any reasons, other than to specified permitted transferees or subsequent to the Business Combination in connection with a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; provided, that any Class A ordinary shares issued upon conversion of any Class G ordinary shares will not be subject to such restrictions on transfer. | ||||||||
Sponsor and Initial Shareholders | Class A Ordinary Shares | Maximum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Price per share for earlier end of lockup period | $ / shares | $ 12 | $ 12 | |||||||
TPG Capital BD, LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Financial advisory services fee | $ | $ 740,000 | ||||||||
T P G Pace Tech Opportunities Sponsor Series L L C | |||||||||
Related Party Transaction [Line Items] | |||||||||
Unsecured non-interest bearing promissory note | $ | 2,000,000 | ||||||||
Repayment of sponsor loan | $ | $ 750,000 |
Cash Held in Trust Account - Ad
Cash Held in Trust Account - Additional Information (Details) - USD ($) | 6 Months Ended | |||
Apr. 16, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Cash Held in Trust Account [Line Items] | ||||
Proceeds from sale of units in initial public offering | $ 400,000,000 | $ 400,000,000 | ||
Proceeds from sale of private placement shares to sponsor | 10,000,000 | 10,000,000 | ||
Payments for net of underwriting discount | 8,000,000 | $ 8,000,000 | ||
Cash | $ 1,507,598 | $ 2,141,060 | ||
Repayment of sponsor loan | 750,000 | |||
Cash held in Trust Account | $ 400,000,000 | $ 400,000,000 | ||
Private Placement | ||||
Cash Held in Trust Account [Line Items] | ||||
Cash | $ 2,000,000 |
Deferred Underwriting Compens_2
Deferred Underwriting Compensation - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Deferred Underwriting Compensation [Abstract] | |
Deferred discount percentage | 3.50% |
Deferred discount rate of gross proceed from public offering | $ 14,000,000 |
Deferred discount payable | $ 0 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Details) | 6 Months Ended | |
Jun. 30, 2022 Vote shares | Dec. 31, 2021 shares | |
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Dividend policy | The Company has not paid and does not intend to pay any cash dividends on its ordinary shares prior to the completion of the Business Combination. Additionally, the Company’s board of directors does not contemplate or anticipate declaring any stock dividends in the foreseeable future. | |
Class A Ordinary Shares | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Number of vote for each share | Vote | 1 | |
Common stock, shares issued subject to possible redemption | 41,000,000 | 41,000,000 |
Common stock, shares outstanding subject to possible redemption | 41,000,000 | 41,000,000 |
Ordinary shares subject to possible redemption | 40,000,000 | 40,000,000 |
Common stock, shares issued | 1,000,000 | 1,000,000 |
Common stock, shares outstanding | 1,000,000 | 1,000,000 |
Class F Ordinary Shares | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 4,444,444 | 4,444,444 |
Common stock, shares outstanding | 4,444,444 | 4,444,444 |
Class G Ordinary Shares | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 8,888,889 | 8,888,889 |
Common stock, shares outstanding | 8,888,889 | 8,888,889 |