APOLLO STRATEGIC GROWTH CAPITAL, 10-Q filed on 5/9/2022
Quarterly Report
v3.22.1
Document and Entity Information - shares
 3 Months Ended
Mar. 31, 2022
May 09, 2022
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2022  
Entity File Number 001-39576  
Entity Central Index Key 0001820872  
Entity Registrant Name APOLLO STRATEGIC GROWTH CAPITAL  
Entity Incorporation, State or Country Code E9  
Entity Tax Identification Number 98-0598290  
Entity Address, Address Line One 9 West 57th Street, 43rd Floor  
Entity Address, City or Town New York  
Entity Address State Or Province NY  
Entity Address, Postal Zip Code 10019  
City Area Code 212  
Local Phone Number 515-3200  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company true  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2022  
Document Fiscal Period Focus Q1  
Amendment Flag false  
Units, each consisting of one Class A ordinary share, $0.00005 par value, and one-third of one warrant    
Document Information [Line Items]    
Title of 12(b) Security Units, each consisting of one Class A ordinary share,$0.00005 par value, and one-third of one warrant  
Trading Symbol APSG.U  
Security Exchange Name NYSE  
Class A ordinary shares    
Document Information [Line Items]    
Title of 12(b) Security Class A ordinary shares  
Trading Symbol APSG  
Security Exchange Name NYSE  
Entity Common Stock, Shares Outstanding   81,681,000
Warrants included as part of the units    
Document Information [Line Items]    
Title of 12(b) Security Warrants  
Trading Symbol APSG WS  
Security Exchange Name NYSE  
Class B ordinary shares    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   20,420,250
v3.22.1
CONDENSED BALANCE SHEETS - USD ($)
Mar. 31, 2022
Dec. 31, 2021
Current assets:    
Cash $ 80,242 $ 161,277
Prepaid expenses 336,193 495,915
Total current assets 416,435 657,192
Investments held in Trust Account 817,678,426 817,356,537
Total assets 818,094,861 818,013,729
Current liabilities:    
Accounts payable and accrued offering costs 5,594,897 6,560,426
Advances from related party 4,258,589 2,040,211
Note payable - Sponsor 5,800,000 5,800,000
Total current liabilities 15,653,486 14,400,637
Derivative warrant liabilities 60,098,285 55,943,533
Deferred underwriting compensation 28,588,350 28,588,350
Total liabilities 104,340,121 98,932,520
Commitments and contingencies (Note 7)
Temporary Equity:    
Class A ordinary shares subject to possible redemption; 81,681,000 shares (at $10.00 per share) as of March 31, 2022 and December 31, 2021 816,810,000 816,810,000
Shareholders' deficit:    
Preferred shares, $0.00005 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit (103,056,281) (97,729,812)
Total shareholders' deficit (103,055,260) (97,728,791)
Total liabilities, temporary equity and shareholders' deficit 818,094,861 818,013,729
Class A ordinary shares    
Temporary Equity:    
Class A ordinary shares subject to possible redemption; 81,681,000 shares (at $10.00 per share) as of March 31, 2022 and December 31, 2021 816,810,000  
Shareholders' deficit:    
Ordinary shares
Class B ordinary shares    
Shareholders' deficit:    
Ordinary shares $ 1,021 $ 1,021
v3.22.1
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares
Mar. 31, 2022
Dec. 31, 2021
Preferred stock, par value, (per share) $ 0.00005 $ 0.00005
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Class A ordinary shares    
Common shares, par value, (per share) $ 0.00005 $ 0.00005
Common shares, shares authorized 300,000,000 300,000,000
Common shares, shares issued 0 0
Common shares, shares outstanding 0 0
Class B ordinary shares    
Common shares, par value, (per share) $ 0.00005 $ 0.00005
Common shares, shares authorized 60,000,000 60,000,000
Common shares, shares issued 20,420,250 20,420,250
Common shares, shares outstanding 20,420,250 20,420,250
Class A Ordinary Shares Subject to Redemption    
Shares subject to possible redemption, redemption value per share $ 10.00 $ 10.00
Temporary equity, shares outstanding 81,681,000 81,681,000
v3.22.1
CONDENSED STATEMENTS OF OPERATIONS - USD ($)
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
REVENUE $ 0 $ 0
EXPENSES    
Administrative fee - related party 50,001 50,647
General and administrative 1,441,567 4,592,167
TOTAL EXPENSES 1,491,568 4,642,814
OTHER INCOME (EXPENSES)    
Investment income from Trust Account 321,889 141,517
Interest expense (2,038) (615)
Change in fair value of derivative warrant liabilities (4,154,752) 24,785,058
TOTAL OTHER INCOME (EXPENSES) (3,834,901) 24,925,960
Net (loss) income $ (5,326,469) $ 20,283,146
Class A ordinary shares    
OTHER INCOME (EXPENSES)    
Weighted Average Number of Shares Outstanding, Basic 81,681,000 81,681,000
Weighted Average Number of Shares Outstanding, Diluted 81,681,000 81,681,000
Earnings Per Share, Basic $ (0.05) $ 0.20
Earnings Per Share, Diluted $ (0.05) $ 0.20
Class B ordinary shares    
OTHER INCOME (EXPENSES)    
Weighted Average Number of Shares Outstanding, Basic 20,420,250 20,420,250
Weighted Average Number of Shares Outstanding, Diluted 20,420,250 20,420,250
Earnings Per Share, Basic $ (0.05) $ 0.20
Earnings Per Share, Diluted $ (0.05) $ 0.20
v3.22.1
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (UNAUDITED) - USD ($)
Class B ordinary shares
Common Stock
Accumulated Deficit
Total
Balance at the beginning at Dec. 31, 2020 $ 1,021 $ (103,929,702) $ (103,928,681)
Balance at the beginning (in shares) at Dec. 31, 2020 20,420,250    
Net income   20,283,146 20,283,146
Balance at the end at Mar. 31, 2021 $ 1,021 (83,646,556) (83,645,535)
Balance at the end (in shares) at Mar. 31, 2021 20,420,250    
Balance at the beginning at Dec. 31, 2021 $ 1,021 (97,729,812) (97,728,791)
Balance at the beginning (in shares) at Dec. 31, 2021 20,420,250    
Net income   (5,326,469) (5,326,469)
Balance at the end at Mar. 31, 2022 $ 1,021 $ (103,056,281) $ (103,055,260)
Balance at the end (in shares) at Mar. 31, 2022 20,420,250    
v3.22.1
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Cash Flows From Operating Activities:    
Net (loss) income $ (5,326,469) $ 20,283,146
Adjustments to reconcile net (loss) income to net cash used in operating activities:    
Investment income earned on investment held in Trust Account (321,889) (141,517)
Change in fair value of derivative warrant liabilities 4,154,752 (24,785,058)
Changes in operating assets and liabilities:    
Prepaid expenses 159,722 150,174
Accounts payable and accrued expenses (965,529) 4,138,691
Advances from Related Parties 2,218,378  
Net Cash Used In Operating Activities (81,035) (354,564)
Cash Flows From Financing Activities:    
Proceeds from Sponsor note   800,000
Repayment of advances from Sponsor   371,767
Net Cash Provided By Financing Activities   428,233
Net change in cash (81,035) 73,669
Cash at beginning of period 161,277 257,872
Cash at end of period $ 80,242 $ 331,541
v3.22.1
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
 3 Months Ended
Mar. 31, 2022
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN  
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

NOTE 1  — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Organizational and General

Apollo Strategic Growth Capital (formerly known as APH III (Sub I), Ltd.) (the “Company”) was initially incorporated in Cayman Islands on October 10, 2008 under the name of APH III (Sub I), Ltd. 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 “Initial Business Combination”).On August 6, 2020, the Company formally changed its name to Apollo Strategic Growth Capital.

At March 31, 2022, the Company had not commenced any operations. All activity for the period from October 10, 2008 through March 31, 2022 relates to the Company’s formation and the initial public offering (the “Public Offering”) described below and search for a target company. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the net proceeds derived from the Public Offering.

Sponsor and Public Offering

On October 6, 2020, the Company consummated the Public Offering of 75,000,000 units, $0.00005 par value at a price of $10.00 per unit (the “Units”) generating gross proceeds of $750,000,000 which is described in Note 4. APSG Sponsor, L.P., a Cayman Islands limited partnership (the “Sponsor”), purchased an aggregate of 11,333,334 private placement warrants (“Private Placement Warrants”) at a purchase price of $1.50 per warrant, or approximately $17,000,000 in the aggregate, in a private placement simultaneously with the closing of the Public Offering. Upon the closing of the Public Offering and the private placement on October 6, 2020, $750,000,000 was placed in a trust account (the “Trust Account”) (discussed below). Transaction costs amounted to $41,389,428 consisting of $15,000,000 of underwriting fees, $26,250,000 of deferred underwriting fees payable (which are held in Trust Account with Continental Stock Transfer and Trust Company acting as trustee) and $139,428 of Public Offering costs. These costs were charged to temporary equity upon completion of the Public Offering. As described in Note 4, the $26,250,000 deferred underwriting fee payable is contingent upon the consummation of an Initial Business Combination by October 6, 2022 (or by January 6, 2023 if the Company has executed a letter of intent, agreement in principle or definitive agreement for the Initial Business Combination by October 6, 2022) (the “Completion Window”). In addition, $2,344,508 of costs were allocated to the Public Warrants and Private Placement Warrants and were included in the statement of operations as a component of other income/(expense).

On November 10, 2020, the Company consummated the closing of the sale of 6,681,000 additional Units at a price of $10 per unit upon receiving notice of the underwriters’ election to partially exercise their overallotment option (“Overallotment Units”), generating additional gross proceeds of $66,810,000 and incurred additional offering costs of $3,674,550 in underwriting fees. Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 890,800 Private Placement Warrants to the Sponsor, generating gross proceeds of $1,336,200. Of the additional $3,674,550 in underwriting fees, $2,338,350 is deferred until the completion of the Company’s Initial Business Combination. As a result of the underwriters’ election to partially exercise their overallotment option, 1,142,250 Founder Shares were forfeited.

The Company intends to finance its Initial Business Combination with proceeds from the Public Offering, the Private Placement, debt or a combination of the foregoing.

Trust Account

The proceeds held in the Trust Account are invested only in U.S. government securities with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest only in direct U.S. government treasury obligations, as determined by the Company. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. At March 31, 2022, the proceeds of the Public Offering were held in U.S. government securities, as specified above.

The Company’s amended and restated memorandum and articles of association provides that, other than the withdrawal of interest to pay its tax obligations (the “Permitted Withdrawals”), and up to $100,000 of interest to pay dissolution expenses none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Class A ordinary shares included in the Units (the “Public Shares”) sold in the Public Offering that have been properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to affect the substance or timing of its obligation to redeem 100% of such Public Shares if it has not consummated an Initial Business Combination within the Completion Window, or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Completion Window. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. See “Recent Developments” below and “Item 1.Business” of our Annual Report for the year ended December 31, 2021 for more information regarding the pending Initial Business Combination with GBT JerseyCo Limited.

The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under New York Stock Exchange (“NYSE”) rules. If the Company seeks shareholder approval, it will complete its Initial Business Combination only if a majority of the outstanding ordinary shares voted are voted in favor of the Initial Business Combination. In the event that the redemption of the Company’s Public Shares would cause its net tangible assets to be less than $5,000,001, the Company would not proceed with the redemption of its Public Shares.

If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a shareholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to make Permitted Withdrawals. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity. ”

Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to make Permitted Withdrawals (less up to $100,000 of such net interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within the Completion Window. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquire Class A ordinary shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period.

In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of ordinary share, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein.

Going Concern Considerations, Liquidity and Capital Resources

As of March 31, 2022, the Company had investments held in the Trust Account of $817,678,426 principally invested in U.S. government securities. Interest income on the balance in the Trust Account may be used by the Company to pay taxes, and to pay up to $100,000 of any dissolution expenses. As of March 31, 2022, the Company does not have sufficient liquidity to meet its future obligations. As of March 31, 2022, the Company had a working capital deficit of approximately $15.2 million, current liabilities of $15.7 million and had cash of approximately $80,000.

The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete its Initial Business Combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete the Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. If an Initial Business Combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price or requires the Company to have a minimum amount of cash at closing, the Company will need to reserve a portion of the cash in the Trust Account to meet such requirements or arrange for third-party financing.

The Company is required to complete an Initial Business Combination within the Completion Window. If the Company is unable to complete an Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefore, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish the public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the Trust Account in the event the Company does not complete an Initial Business Combination within the Completion Window and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of the public shares.

The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these condensed financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unsuccessful in consummating an Initial Business Combination, the mandatory liquidation and subsequent dissolution raises substantial doubt about the ability to continue as a going concern. Management has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until a potential business combination or up to the mandatory liquidation as stipulated in the Company’s amended and restated memorandum of association. The accompanying condensed financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.

Recent Developments

GBT Business Combination

On December 2, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with GBT JerseyCo Limited (“GBT”), a company limited by shares incorporated under the laws of Jersey, pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement, GBT will become direct subsidiary of the Company, with us being renamed “Global Business Travel Group, Inc.” (“PubCo”) and conducting its business through GBT in an umbrella partnership-C corporation structure (an “Up-C structure”).

Pursuant to, and in accordance with the terms, and subject to the conditions, of the Business Combination Agreement, the Company will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by effecting a deregistration under the Cayman Islands Companies Act (2021 Revision), as amended, and a domestication under Section 388 of the General Corporation Law of the State of Delaware, as amended.

Earnout

Pursuant to the Business Combination Agreement and on the terms and subject to the conditions thereof, the holders of GBT Ordinary Shares, GBT Preferred Shares, GBT Profit Shares, GBT MIP Shares and certain legacy GBT MIP Options will also receive an aggregate of 15,000,000 “earnout” shares in the form of equity interests of GBT following the Closing.

PIPE Subscription Agreements

On December 2, 2021, concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “PIPE Subscription Agreements”) with certain strategic and institutional investors, including the Sponsor (collectively, the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe, immediately prior to the Closing, an aggregate of 33,500,000 shares of Domesticated Acquiror Class A Common Stock at a cash purchase price of $10.00 per share for an aggregate purchase price equal to $335 million (the “PIPE Investment”). Of the 33,500,000 shares of Domesticated Acquiror Class A Common Stock to be issued pursuant to the PIPE Subscription Agreements, the Sponsor has agreed to purchase 2,000,000 shares of Domesticated Acquiror Class A Common Stock on the same terms and conditions as the other PIPE Investors at a price of $10.00 per share.

Acquiror Class B Common Stock Subscription Agreement

In connection with the Business Combination Agreement, PubCo and GBT will enter into a subscription agreement (the “Acquiror Class B Common Stock Subscription Agreement”) pursuant to which PubCo will issue and sell to GBT, and GBT will subscribe for and purchase from PubCo, shares of Domesticated Acquiror Class B Common Stock (the “GBT Subscription”) in exchange for the amount which equals the product of (a) $0.0001 per share and (b) the aggregate number of shares of Domesticated Acquiror Class B Common Stock to be subscribed for by GBT (the “Acquiror Class B Common Stock Purchase Price”).

Acquiror Subscribed Ordinary Shares Subscription Agreement

In connection with the Business Combination Agreement, GBT and PubCo will enter into a subscription agreement (the “Acquiror Subscribed Ordinary Shares Subscription Agreement”) pursuant to which GBT will issue and sell to PubCo, and PubCo will subscribe for and purchase from GBT, OpCo A Ordinary Shares and one OpCo Z Ordinary Share in exchange for the Acquiror Subscribed Ordinary Shares Purchase Price.

Acquiror Class B Common Stock Distribution Agreement

In connection with the Business Combination Agreement, GBT and the Continuing JerseyCo Owners will enter into a distribution agreement (the “Acquiror Class B Common Stock Distribution Agreement”) pursuant to which, following the GBT Subscription, GBT will distribute to the Continuing JerseyCo Owners, and each Continuing JerseyCo Owner will accept from GBT, the shares of Domesticated Acquiror Class B Common Stock that GBT acquired in connection with the GBT Subscription, in partial consideration for the redemption and cancellation of the GBT Ordinary Shares held by the Continuing JerseyCo Owners.

Sponsor Support Agreement

In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, members of our board of directors and management (the “Insiders”) and GBT entered into a support agreement (the “Sponsor Support Agreement”). Pursuant to the Sponsor Support Agreement, the Sponsor and each Insider agreed to, among other things, vote or cause to be voted, all of the Acquiror Cayman Shares beneficially owned by it, at the Special Meeting: (i) in favor of all the Shareholder Proposals, (ii) against any competing transaction, (iii) against any change in the business, our management or board of directors that would reasonably be expected to adversely affect our ability to consummate the Transactions or is otherwise inconsistent with any of our obligations under the Business Combination Agreement, and (iv) against any other proposal, agreement or action that would reasonably be expected to (a) impede, frustrate, prevent or nullify, or materially delay or materially impair our ability to perform our obligations under, any provision of the Business Combination Agreement or the transaction documents, (b) result in any of the conditions to Closing not being satisfied or (c) result in our breach of any covenant, representation or warranty or other obligation or agreement under the Business Combination Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor or the Insiders contained in the Sponsor Support Agreement. The Sponsor and each Insider also agreed not to redeem any of the Acquiror Cayman Shares beneficially owned by them in connection with the Transactions or sell any of their Acquiror Cayman Shares, Acquiror Cayman Units or Acquiror Cayman Warrants (other than to certain permitted transferees) during the pre-Closing period. Further, the Sponsor and each Insider have agreed to comply with certain provisions of the Business Combination Agreement, including the provisions regarding non-solicitation, confidentiality and publicity, as if they were APSG with respect to such provisions, and to execute and deliver all documents and take all actions reasonably necessary by them for us to comply with its obligations relating to regulatory approvals in the Business Combination Agreement.

Sponsor Side Letter

In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, APSG and GBT entered into a letter agreement (the “Sponsor Side Letter”). Pursuant to the Sponsor Side Letter, the Sponsor and each Insider has agreed not to transfer (other than to certain permitted transferees), subject to certain transfer restrictions (i) any shares of Domesticated Acquiror Class A Common Stock issued to each of them at the Closing, and (ii) any of the Domesticated Acquiror Warrants (or any shares of Domesticated Acquiror Class A Common Stock issued or issuable upon exercise of the Domesticated Acquiror Warrants) issued to each of them at the Closing until 30 days after the Closing.

In addition, pursuant to the Sponsor Side Letter, the Sponsor has agreed that 13,631,318 of the shares of Domesticated Acquiror Class A Common Stock issued to the Sponsor at the Closing (the “Sponsor Shares”) will immediately vest without restrictions and 6,713,932 of the Sponsor Shares will be deemed unvested subject to certain triggering events to occur within five years from Closing.

Company Holders Support Agreement

In connection with the Business Combination Agreement, on December 2, 2021, the Continuing JerseyCo Owners and GBT entered into a support agreement (the “Company Holders Support Agreement”). Pursuant to the Company Holders Support Agreement, each of the Continuing JerseyCo Owners agreed to, among other things, during the pre-Closing period, execute, deliver or otherwise grant any action by written consent, special resolution or other approval, or vote or cause to be voted at any meeting of shareholders of GBT: (i) in favor of any such consent, resolution or other approval, as may be required under the organizational documents of GBT or applicable law or otherwise sought with respect to the Business Combination Agreement or the Transactions and (ii) against any competing transaction and any other proposal, agreement or action that would reasonably be expected to (a) prevent or nullify, or materially delay or materially impair the ability of GBT to perform its obligations under, any provision of the Business Combination Agreement or the transaction documents, (b) result in any of the conditions to Closing not being satisfied or (c) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Continuing JerseyCo Owners contained in the Company Holders Support Agreement. Each of the Continuing JerseyCo Owners also agreed not to sell any of its GBT Ordinary Shares, GBT Preferred Shares or GBT Profit Shares (other than to certain permitted transferees) during the pre-Closing period. Further, each Continuing JerseyCo Owner has agreed to comply with certain provisions of the Business Combination Agreement, including the provisions regarding non-solicitation and publicity, as if they were GBT with respect to such provisions, and to execute and deliver on the date of Closing, the Shareholders Agreement, the Acquiror Class B Common Stock Distribution Agreement, the Exchange Agreement (as defined below) and the Amended and Restated Registration Rights Agreement (as defined below).

Additionally, each Continuing JerseyCo Owner has agreed not to transfer, until the 180th day following the Closing (the “UW Lock-Up Release Date”), any equity securities of PubCo or GBT (subject to certain permitted exceptions); provided, that if the final determination of the Post-Closing Equity Adjustment has not occurred prior to the expiration of the UW Lock-Up Release Date, then each Continuing JerseyCo Owner agrees to retain and not transfer at least 5% of each class of securities of each of PubCo and GBT (subject to certain permitted exceptions) that it receives in connection with the Closing, from the UW Lock-Up Release Date until the completion of the implementation of the adjustments set forth in the Business Combination Agreement in connection with the Post-Closing Equity Adjustment.

Amex Holdco and its affiliates have also agreed to use their reasonable best efforts to enter into definitive agreements with GBT in respect of certain commercial arrangements.

Amended and Restated Registration Rights Agreement

At the Closing, PubCo, the Sponsor, the Insiders and the Continuing JerseyCo Owners (collectively, the “Holders”) will enter into an amended and restated registration rights agreement pursuant to which, among other things, PubCo will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Domesticated Acquiror Class A Common Stock and other equity securities of PubCo that are held by the Holders from time to time (the “Amended and Restated Registration Rights Agreement”). Pursuant to the Amended and Restated Registration Rights Agreement, PubCo will be required to submit or file with the SEC, within (i) 30 calendar days after the Closing, or (ii) 90 calendar days following PubCo’s most recent fiscal year end if the audited financials for the year ended December 31, 2021 are required to be included, a Shelf covering the issuance and the resale of all such registrable securities on a delayed or continuous basis, and to use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) 60 calendar days (or 90 calendar days if the SEC notifies PubCo that it will “review” the Shelf) after the filing thereof and (ii) the 10th business day after the date PubCo is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf will not be “reviewed” or will not be subject to further review.

Exchange Agreement

At the Closing, PubCo, GBT and the Continuing JerseyCo Owners will enter into an exchange agreement (the “Exchange Agreement”), giving the Continuing JerseyCo Owners (or certain of their permitted transferees) the right, on the terms and subject to the conditions of the Exchange Agreement, to exchange their OpCo B Ordinary Shares (with automatic surrender for cancellation of an equal number of shares of Domesticated Acquiror Class B Common Stock) for shares of Domesticated Acquiror Class A Common Stock on a one-for-one basis, subject to customary adjustments for stock splits, dividends, reclassifications and other similar transactions or certain limited circumstances.

Shareholders Agreement

At Closing, PubCo, GBT, American Express Travel Holdings Netherlands Coöperatief U.A., Juweel Investors (SPC) Limited and Expedia will enter into a shareholders agreement (the “Shareholders Agreement”). The Shareholders Agreement will set forth certain agreements with respect to, among other matters, transfers of equity securities of PubCo and GBT, the governance of PubCo and GBT, tax distributions that GBT will make to PubCo and the Continuing JerseyCo Owners and certain information rights of the Continuing JerseyCo Owners.
v3.22.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 3 Months Ended
Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed. As such, the information included in these condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 1, 2022. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2022 and its results of operations and cash flows for the three months ended March 31, 2022. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022.

Use of Estimates

The preparation of condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal 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.

Offering Costs Associated with the Public Offering

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs of $800,877 consist principally of costs incurred in connection with formation and preparation for the Public Offering. These costs, together with the underwriter discount of $44,924,550, were charged to temporary equity upon completion of the Public Offering and exercise of the underwriters’ overallotment option.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.

Effective with the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital.

At March 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table:

​

​

​

​

Gross proceeds

​

$

816,810,000

Less:

​

 

  

Proceeds allocated to Public Warrants

​

 

(39,745,978)

Class A ordinary shares issuance costs

​

​

(44,871,756)

Plus:

​

​

​

Accretion of carrying value to redemption value

​

​

84,617,734

Class A ordinary shares subject to possible redemption

​

$

816,810,000

​

During the three months ended March 21, 2022, the Company did not make any adjustments to the redemption value of the Class A shares subject to possible redemption.

Income Taxes

ASC 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements.

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share and allocates income/loss on a pro rata basis. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the three months ended March 31, 2022 and 2021.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Three Months Ended

​

​

March 31, 2022

​

March 31, 2021

​

    

Class A

    

Class B

    

Class A

    

Class B

Basic and diluted net income (loss) per ordinary share

 

​

  

 

​

  

 

​

  

 

​

  

Numerator:

 

​

  

 

​

  

 

​

  

 

​

  

Allocation of net income (loss), as adjusted

​

$

(4,261,175)

​

$

(1,065,294)

​

$

16,226,517

​

$

4,056,629

Denominator:

​

 

​

​

​

​

​

​

​

​

​

​

Basic and diluted weighted average shares outstanding

​

 

81,681,000

​

​

20,420,250

​

​

81,681,000

​

​

20,420,250

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted net income (loss) per ordinary share

​

$

(0.05)

​

$

(0.05)

​

$

0.20

​

$

0.20

​

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “Derivatives and Hedging.” The Company’s derivative instruments are recorded at fair value as of the Public Offering (October 6, 2020) and re-valued at each reporting date, with changes in the fair value reported in the condensed statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Warrants are a derivative instrument. As the Warrants meet the definition of a derivative the Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the statement of operations in the period of change.

Warrant Instruments

The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “Derivatives and Hedging,” whereby under that provision the Warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the Warrants as a liability at fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the Warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. Upon consummation of the Public Offering, the fair value of Warrants were estimated using a Monte Carlo simulation for the Public Warrants and a modified Black-Scholes model for the Private Placement Warrants. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such Warrant classification is also subject to re-evaluation at each reporting period. As of both March 31, 2022 and December 31, 2021, the Public Warrants were valued using the publicly available price for the Warrants and are classified as Level 1 on the Fair Value Hierarchy. As of both March 31, 2022 and December 31, 2021, the Company used a modified Black-Scholes model to value the Private Placement Warrants.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
●Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
●Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

As of March 31, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
v3.22.1
INITIAL PUBLIC OFFERING
 3 Months Ended
Mar. 31, 2022
INITIAL PUBLIC OFFERING  
INITIAL PUBLIC OFFERING

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Public Offering, the Company sold 81,681,000 Units at a purchase price of $10.00 per Unit, including the issuance of 6,681,000 Units as a result of the underwriters’ exercise of their over-allotment option, generating gross proceeds to the Company in the amount of $816,810,000. Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.00005 per share (the “Class A ordinary shares”), and one- third of one redeemable warrant of the Company (each whole warrant, a “Public Warrant”), with each Public Warrant entitling the holder thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment.
v3.22.1
PRIVATE PLACEMENT
 3 Months Ended
Mar. 31, 2022
PRIVATE PLACEMENT  
PRIVATE PLACEMENT

NOTE 4 — PRIVATE PLACEMENT

Pursuant to the Public Offering, the Company sold an aggregate of 12,224,134 Private Placement Warrants to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $18,336,200.

A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Completion Window, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination.
v3.22.1
RELATED PARTIES
 3 Months Ended
Mar. 31, 2022
RELATED PARTIES  
RELATED PARTIES

NOTE 5 — RELATED PARTIES

Founder Shares

In October 2008, the Company was formed by Apollo Principal Holdings III, L.P. (“Holdings”), at which point, one ordinary share was issued in exchange for the payment of operating and formation expenses of the Company. In August 2020, Holdings transferred its ownership in the Company, consisting of one ordinary share, to the Sponsor for no consideration. On August 6, 2020, the Company completed a share split of its ordinary shares and, as a result, 28,750,000 of the Company’s Class B ordinary shares were outstanding (the “Founder Shares”). In September 2020, 25,000 Founder Shares were transferred to each of the Company’s three independent directors at a purchase price of $0.00087 per share. The independent directors paid $65.25 in the aggregate for the 75,000 shares to the Sponsor. On September 16, 2020, the Sponsor surrendered 7,187,500 ordinary shares, thereby effecting a 1.33333:1 share recapitalization, and, as a result, 21,562,500 of the Company’s Founder Shares were outstanding. As a result of the underwriters’

election to partially exercise their overallotment option, in November 2020, the Sponsor forfeited 1,142,250 Class B ordinary shares. All share and per share amounts are retroactively reflected in the accompanying condensed financial statements.

The Founder Shares are identical to the Class A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares are Class B ordinary shares which automatically convert into Class A ordinary shares at the time of the Company’s Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below.

The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Related Party Loans

On August 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $750,000 to cover expenses related to the Public Offering pursuant to an unsecured promissory note (the “Note”). This Note bore interest at a rate of 0.17% per annum and is payable on the earlier of March 31, 2021 or the closing date of the Public Offering. Upon the close of the Public Offering on October 6, 2020, the Note was no longer available.

On October 20, 2020, the Sponsor executed an unsecured promissory note (the “October Note”) to loan the Company an aggregate principal amount of $1,500,000. The October Note bears interest at a rate of 0.14% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company. On October 20, 2020, the Company borrowed $1,500,000 pursuant to the October Note. As of March 31, 2022 and December 31, 2021, the outstanding balance on the October Note was $1,500,000. As of March 31, 2022 and December 31, 2021, the outstanding interest on the October Note was $3,032 and $2,514, respectively.

On February 22, 2021, the Sponsor executed an unsecured promissory note (the “February Note”) to loan the Company an aggregate principal amount of $800,000. The February Note bears interest at a rate of 0.12% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company. On February 22, 2021, the Company borrowed $800,000 pursuant to the February Note. As of March 31, 2022 and December 31, 2021, the outstanding balance on the February Note was $800,000 and $800,000, respectively. As of March 31, 2022 and December 31, 2021, the outstanding interest on the February Note was $1,057 and $821, respectively.

On June 18, 2021, the Sponsor executed an unsecured promissory note (the “June Note”) to loan the Company an aggregate principal amount of $2,000,000. The June Note bears interest at a rate of 0.13% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company. On June 18, 2021, the Company borrowed $2,000,000 pursuant to the June Note. As of March 31, 2022 and December 31, 2021, the outstanding balance on the June Note was $2,000,000 and $2,000,000, respectively. As of March 31, 2022 and December 31, 2021, the outstanding interest on the June Note was $2,016 and $1,375, respectively.

On September 14, 2021, the Sponsor executed an unsecured promissory note (the “September Note”) to loan the Company an aggregate principal amount of $1,500,000. The September Note bears interest at a rate of 0.17% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company. On September 14, 2021, the Company borrowed $1,500,000 pursuant to the September Note. As of March 31, 2022 and December 31, 2021, the outstanding balance on the September Note was $1,500,000 $1,500,000, respectively. As of March 31, 2022 and December 31, 2021, the outstanding interest on the September Note was $1,395 and $755, respectively.

Advances from Related Parties

Affiliates of the Sponsor paid certain formation, operating and offering costs on behalf of the Company. These advances are due on demand and are non-interest bearing. For the three months ended March 31, 2022 and 2021, the related parties paid $2,218,378

and $2,472 of offering costs and other expenses on behalf of the Company, respectively. As of March 31, 2022 and December 31, 2021, there was $4,258,589 and $2,040,211 due to the related parties, respectively.

Administrative Service Fee

Commencing on the date the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $16,667 per month for office space, utilities and secretarial and administrative support for up to 27 months. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred and paid $50,001 and $50,647 for such expenses under the administrative services agreement for the three months ended March 31, 2022 and 2021, respectively.
v3.22.1
COMMITMENTS AND CONTINGENCIES
 3 Months Ended
Mar. 31, 2022
COMMITMENTS AND CONTINGENCIES.  
COMMITMENTS AND CONTINGENCIES

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans, if any, (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to demand that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 30-day option from the date of the final prospectus to purchase up to 9,000,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions. On November 10, 2020, the Company consummated the sale of additional units pursuant to the underwriters’ partial exercise of their over-allotment option.

Upon the closing of the Public Offering and the over-allotment, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $16,336,200, after the underwriters’ exercised their over-allotment option, which was paid in the aggregate upon the closing of the Public Offering and the over-allotment. In addition, the underwriters are entitled to an underwriting discount of $0.35 per unit, or $28,588,350 in the aggregate is payable to the underwriters for deferred underwriting commissions. The deferred fee becomes payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering.

Service Provider Agreement

The Company has entered into a fee arrangement with a service provider pursuant to which certain success fees in connection with a potential Business Combination will become payable only if the Company consummates the pending Business Combination with GBT. If the pending Business Combination with GBT does not occur, the Company will not be required to pay these contingent fees. As of March 31, 2022 and December 31, 2021, the amount of these contingent fees with the service provider was approximately $7.0 million.

Placement Agent Agreement

Separately, the Company has entered into a fee arrangement with placement agents pursuant to which certain placement fees equal to 3.5% of gross proceeds from a securities private placement (net of proceeds invested by related parties or affiliates of the Company) will become payable only if the Company consummates the pending Business Combination with GBT. If the pending Business Combination with GBT does not occur, the Company will not be required to pay these contingent fees.

There can be no assurances that the Company will complete the pending Business Combination with GBT.
v3.22.1
SHAREHOLDERS' DEFICIT
 3 Months Ended
Mar. 31, 2022
SHAREHOLDERS' DEFICIT  
SHAREHOLDERS' DEFICIT

NOTE 7 — SHAREHOLDERS’ DEFICIT

Preferred Shares

The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.00005 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2022 and December 31, 2021, there were no preferred shares issued or outstanding.

Ordinary Shares

The authorized ordinary shares of the Company include up to 300,000,000 Class A ordinary shares and 60,000,000 Class B ordinary shares. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of Class A ordinary shares which the Company is authorized to issue at the same time as the Company’s shareholders vote on the Initial Business Combination to the extent the Company seeks shareholder approval in connection with the Initial Business Combination. Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share. As of March 31, 2022 and December 31, 2021, there were 81,681,000 Class A ordinary shares subject to possible conversion that were classified as temporary equity in the condensed accompanying balance sheets.

The Class B ordinary shares will automatically convert into our Class A ordinary shares at the time of completion of our Initial Business Combination on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Public Offering and related to the closing of the Initial Business Combination, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination). As of March 31, 2022 and December 31, 2021, there were 20,420,250 Class B ordinary shares issued and outstanding. All shares and associated amounts have been retroactively restated to reflect: (i) the forfeiture of 1,142,250 Class B ordinary shares in November 2020; and (ii) the surrender of 7,187,500 Class B ordinary shares in September 2020.
v3.22.1
WARRANTS
 3 Months Ended
Mar. 31, 2022
WARRANTS  
WARRANTS

NOTE 8 — WARRANTS

As of March 31, 2022 and December 31, 2021, there were 39,451,134 warrants outstanding (12,224,134 Private Placement Warrants and 27,227,000 Public Warrants). No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of an Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if the Company’s ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under the Securities Act, the Company, at its option, may require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon the Company’s redemption or liquidation. 

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company may redeem the Public Warrants:

●in whole and not in part;
●at a price of $0.01 per warrant;
●upon a minimum of 30 days’ prior written notice of redemption; and
●if, and only if, the last reported closing price of the Company’s ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and a current prospectus relating to those ordinary shares is available throughout the 30-day trading period referred to above.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as will be described in the warrant agreement.

The exercise price and number of the ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete an Initial Business Combination within the Completion Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

The Company accounts for the 39,451,134 warrants issued in connection with the Public Offering (including 27,227,000 Public Warrants and 12,224,134 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Upon issuance of the derivative warrants the Company recorded a liability of $57,753,222 on the condensed balance sheets.

The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Public Offering. Accordingly, the Company classifies each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation up until separation for the Public Warrants (subsequent to separation, the public warrants will be valued using publicly available trading price) and a modified Black-Scholes model for the Private Placement Warrants. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.
v3.22.1
FAIR VALUE MEASUREMENTS
 3 Months Ended
Mar. 31, 2022
FAIR VALUE MEASUREMENTS  
FAIR VALUE MEASUREMENTS

NOTE 9 — FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The following table presents information about the Company’s assets and liabilities that are measured at fair value at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations.

​

​

​

​

​

​

​

​

​

​

Description

    

Level

    

March 31, 2022

    

December 31, 2021

Assets:

 

  

​

​

​

 

​

  

Marketable securities held in Trust Account

 

1

​

$

817,678,426

​

$

817,356,537

​

​

​

​

​

​

​

​

​

Liabilities:

 

  

​

​

​

​

​

​

Warrant Liability – Private Placement Warrants

​

3

​

​

22,797,295

​

​

21,092,973

Warrant Liability – Public Warrants

 

1

​

​

37,300,990

​

​

34,850,560

​

Upon consummation of the Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. At the initial measurement date, the Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs.

As of both March 31, 2022 and December 31, 2021, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. As of both March 31, 2022 and December 31, 2021, the Company used a modified Black-Scholes model to value the Private Placement Warrants. The Company relied upon the implied volatility of the Public Warrants and the closing share price at March 31, 2022 and December 31, 2021 to estimate the volatility for the Private Placement Warrants. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. As of both March 31, 2022 and December 31, 2021, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs.

There were no transfers into or out of Level III liabilities during the three months ended March 31, 2022 and 2021. The table below provides a summary of the changes in fair value of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2022:

​

​

​

​

​

​

    

Fair Value

​

​

Measurement

​

​

Using Level 3

​

​

Inputs Total

Balance, December 31, 2021

​

$

21,092,973

Change in fair value of derivative liabilities

​

 

1,704,322

Balance, March 31, 2022

​

$

22,797,295

​

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2021:

​

​

​

​

​

​

    

Fair Value

​

​

Measurement

​

​

Using Level 3

​

​

Inputs Total

Balance, December 31, 2020

​

$

23,455,550

Change in fair value of derivative liabilities

​

 

(7,904,318)

Balance, March 31, 2021

​

$

15,551,232

​

As of March 31, 2022 and December 31, 2021, the fair value of the derivative feature of the Private Placement Warrants was calculated using the following weighted average assumptions:

​

​

​

​

​

​

​

​

    

March 31, 2022

    

December 31, 2021

    

Risk-free interest rate

​

2.42

%

1.31

%

Expected life of grants

​

5.25

years

5.5

years

Expected volatility of underlying shares

​

17.0

%

18.0

%

Dividends

​

0.0

%

0.0

%

​

As of March 31, 2022 and December 31, 2021, the derivative warrant liability was $60,098,285 and $55,943,533, respectively. In addition, for the three months ended March 31, 2022 and 2021, the Company recorded a loss of $(4,154,752) and gain of $24,785,058, respectively, on the change in fair value of the derivative warrant liabilities on the condensed statements of operations.
v3.22.1
SUBSEQUENT EVENTS
 3 Months Ended
Mar. 31, 2022
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date through the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events other than discussed below that would have required recognition or disclosure in the condensed financial statements.

​

On April 1, 2022, the Sponsor executed an unsecured promissory note (the “April Note”) to loan the Company an aggregate principal amount of $1,500,000. The April Note bears interest at a rate of 0.13% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company.

​
v3.22.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 3 Months Ended
Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Basis of Presentation

Basis of Presentation

Certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed. As such, the information included in these condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 1, 2022. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2022 and its results of operations and cash flows for the three months ended March 31, 2022. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022.
Use of Estimates

Use of Estimates

The preparation of condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal 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.
Offering Costs Associated with the Public Offering

Offering Costs Associated with the Public Offering

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs of $800,877 consist principally of costs incurred in connection with formation and preparation for the Public Offering. These costs, together with the underwriter discount of $44,924,550, were charged to temporary equity upon completion of the Public Offering and exercise of the underwriters’ overallotment option.
Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.

Effective with the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital.

At March 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table:

​

​

​

​

Gross proceeds

​

$

816,810,000

Less:

​

 

  

Proceeds allocated to Public Warrants

​

 

(39,745,978)

Class A ordinary shares issuance costs

​

​

(44,871,756)

Plus:

​

​

​

Accretion of carrying value to redemption value

​

​

84,617,734

Class A ordinary shares subject to possible redemption

​

$

816,810,000

​

During the three months ended March 21, 2022, the Company did not make any adjustments to the redemption value of the Class A shares subject to possible redemption.
Income Taxes

Income Taxes

ASC 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements.
Net Income (Loss) per Ordinary Share

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share and allocates income/loss on a pro rata basis. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the three months ended March 31, 2022 and 2021.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Three Months Ended

​

​

March 31, 2022

​

March 31, 2021

​

    

Class A

    

Class B

    

Class A

    

Class B

Basic and diluted net income (loss) per ordinary share

 

​

  

 

​

  

 

​

  

 

​

  

Numerator:

 

​

  

 

​

  

 

​

  

 

​

  

Allocation of net income (loss), as adjusted

​

$

(4,261,175)

​

$

(1,065,294)

​

$

16,226,517

​

$

4,056,629

Denominator:

​

 

​

​

​

​

​

​

​

​

​

​

Basic and diluted weighted average shares outstanding

​

 

81,681,000

​

​

20,420,250

​

​

81,681,000

​

​

20,420,250

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted net income (loss) per ordinary share

​

$

(0.05)

​

$

(0.05)

​

$

0.20

​

$

0.20
Derivative Financial Instruments

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “Derivatives and Hedging.” The Company’s derivative instruments are recorded at fair value as of the Public Offering (October 6, 2020) and re-valued at each reporting date, with changes in the fair value reported in the condensed statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Warrants are a derivative instrument. As the Warrants meet the definition of a derivative the Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the statement of operations in the period of change.
Warrant Instruments

Warrant Instruments

The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “Derivatives and Hedging,” whereby under that provision the Warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the Warrants as a liability at fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the Warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. Upon consummation of the Public Offering, the fair value of Warrants were estimated using a Monte Carlo simulation for the Public Warrants and a modified Black-Scholes model for the Private Placement Warrants. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such Warrant classification is also subject to re-evaluation at each reporting period. As of both March 31, 2022 and December 31, 2021, the Public Warrants were valued using the publicly available price for the Warrants and are classified as Level 1 on the Fair Value Hierarchy. As of both March 31, 2022 and December 31, 2021, the Company used a modified Black-Scholes model to value the Private Placement Warrants.
Fair Value Measurements

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
●Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
●Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

As of March 31, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value.
Recent Accounting Standards

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
v3.22.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 3 Months Ended
Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Summary of reconciliation of Class A common stock reflected on the balance sheet

At March 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table:

​

​

​

​

Gross proceeds

​

$

816,810,000

Less:

​

 

  

Proceeds allocated to Public Warrants

​

 

(39,745,978)

Class A ordinary shares issuance costs

​

​

(44,871,756)

Plus:

​

​

​

Accretion of carrying value to redemption value

​

​

84,617,734

Class A ordinary shares subject to possible redemption

​

$

816,810,000

​
Schedule of calculation of basic and diluted net income (loss) per ordinary share

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Three Months Ended

​

​

March 31, 2022

​

March 31, 2021

​

    

Class A

    

Class B

    

Class A

    

Class B

Basic and diluted net income (loss) per ordinary share

 

​

  

 

​

  

 

​

  

 

​

  

Numerator:

 

​

  

 

​

  

 

​

  

 

​

  

Allocation of net income (loss), as adjusted

​

$

(4,261,175)

​

$

(1,065,294)

​

$

16,226,517

​

$

4,056,629

Denominator:

​

 

​

​

​

​

​

​

​

​

​

​

Basic and diluted weighted average shares outstanding

​

 

81,681,000

​

​

20,420,250

​

​

81,681,000

​

​

20,420,250

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted net income (loss) per ordinary share

​

$

(0.05)

​

$

(0.05)

​

$

0.20

​

$

0.20
v3.22.1
FAIR VALUE MEASUREMENTS (Tables)
 3 Months Ended
Mar. 31, 2022
FAIR VALUE MEASUREMENTS  
Schedule of company's assets that are measured at fair value on a recurring basis

​

​

​

​

​

​

​

​

​

​

Description

    

Level

    

March 31, 2022

    

December 31, 2021

Assets:

 

  

​

​

​

 

​

  

Marketable securities held in Trust Account

 

1

​

$

817,678,426

​

$

817,356,537

​

​

​

​

​

​

​

​

​

Liabilities:

 

  

​

​

​

​

​

​

Warrant Liability – Private Placement Warrants

​

3

​

​

22,797,295

​

​

21,092,973

Warrant Liability – Public Warrants

 

1

​

​

37,300,990

​

​

34,850,560
Schedule of the changes in fair value, including net transfers in all financial assets and liabilities

​

​

​

​

​

​

    

Fair Value

​

​

Measurement

​

​

Using Level 3

​

​

Inputs Total

Balance, December 31, 2021

​

$

21,092,973

Change in fair value of derivative liabilities

​

 

1,704,322

Balance, March 31, 2022

​

$

22,797,295

​

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2021:

​

​

​

​

​

​

    

Fair Value

​

​

Measurement

​

​

Using Level 3

​

​

Inputs Total

Balance, December 31, 2020

​

$

23,455,550

Change in fair value of derivative liabilities

​

 

(7,904,318)

Balance, March 31, 2021

​

$

15,551,232
Schedule of the fair value of the derivative feature of the Private warrants

​

​

​

​

​

​

​

​

    

March 31, 2022

    

December 31, 2021

    

Risk-free interest rate

​

2.42

%

1.31

%

Expected life of grants

​

5.25

years

5.5

years

Expected volatility of underlying shares

​

17.0

%

18.0

%

Dividends

​

0.0

%

0.0

%
v3.22.1
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details)
 3 Months Ended
Dec. 02, 2021
USD ($)
$ / shares
shares
Nov. 10, 2020
USD ($)
$ / shares
shares
Oct. 06, 2020
USD ($)
$ / shares
shares
Mar. 31, 2022
USD ($)
D
shares
Dec. 31, 2021
USD ($)
Description of Organization and Business Operations          
Number of units issued | shares       39,451,134  
Investments held in Trust     $ 750,000,000    
Transaction Costs     41,389,428    
Underwriting fees     15,000,000    
Deferred underwriting fee payable     $ 26,250,000    
Other offering costs       $ 2,344,508  
Earnout Shares | shares       15,000,000  
Maximum allowed dissolution expenses       $ 100,000  
Cash held outside the Trust Account       80,242 $ 161,277
Investment of cash into Trust Account       $ 817,678,426  
Condition for future business combination use of proceeds percentage.       100  
Condition for future business combination threshold percentage ownership       100  
Condition for future business combination threshold net tangible assets       $ 5,000,001  
Redemption Limit Percentage Without Prior Consent       80  
Threshold number of days to sell their public shares in a tender offer | D       2  
Working Capital Deficit       $ 15,200,000  
Current liabilities       15,653,486 $ 14,400,637
Cash       $ 80,000  
Term for submitting or filing shelf, covering the issuance and the resale of all registrable securities on a delayed or continuous basis       30 days  
Term for declaring shelf effective after the filing       60 days  
Term For Declaring Shelf Effective After The Filing, If The Sec Notifies That It Will "Review" The Shelf       90 days  
Term For Declaring Shelf Effective After The Date When Entity Is Notified Orally Or In Writing, Whichever Is Earlier By The Sec That The Shelf Will Not Be Reviewed Or Will Not Be Subject To Further Review       10 days  
Initial Public Offering.          
Description of Organization and Business Operations          
Number of units issued | shares     75,000,000 81,681,000  
Unit Par Value | $ / shares     $ 0.00005    
Unit Price | $ / shares     $ 10.00    
Proceeds from offering     $ 750,000,000    
Investments held in Trust     139,428    
Threshold Business Days For Redemption Of Public Shares       10  
Initial Public Offering. | Class A ordinary shares          
Description of Organization and Business Operations          
Proceeds from issuance initial public offering     $ 816,810,000    
Over-allotment option          
Description of Organization and Business Operations          
Number of units issued | shares   6,681,000   9,000,000  
Unit Price | $ / shares   $ 10      
Proceeds from offering   $ 66,810,000      
Offering cost   3,674,550      
Deferred underwriting fee payable   $ 2,338,350      
Over-allotment option | Founder          
Description of Organization and Business Operations          
Maximum shares subject to forfeiture | shares   1,142,250      
PIPE Subscription Agreements | Domesticated Acquiror Class A Common Stock          
Description of Organization and Business Operations          
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination 5.00%        
Cash purchase price | $ / shares $ 0.0001        
Sponsor | Domesticated Acquiror Class A Common Stock          
Description of Organization and Business Operations          
Number of shares that will immediately vest without restrictions | shares 13,631,318        
Number of shares that will be deemed unvested | shares 6,713,932        
Term For Triggering Events 5 years        
Sponsor | PIPE Subscription Agreements | Domesticated Acquiror Class A Common Stock          
Description of Organization and Business Operations          
Number of shares to be issued | shares 2,000,000        
PIPE Investors | PIPE Subscription Agreements | Domesticated Acquiror Class A Common Stock          
Description of Organization and Business Operations          
Number of shares to be issued | shares 33,500,000        
Cash purchase price | $ / shares $ 10.00        
Aggregate purchase price $ 335,000,000        
Private Placement Warrants.          
Description of Organization and Business Operations          
Number of units issued | shares       12,224,134  
Private Placement Warrants. | Private Placement.          
Description of Organization and Business Operations          
Sale of Private Placement Warrants (in shares) | shares       12,224,134  
Proceeds from sale of Private Placement Warrants       $ 18,336,200  
Number of warrants to purchase shares issued | shares       12,224,134  
Private Placement Warrants. | Sponsor          
Description of Organization and Business Operations          
Sale of Private Placement Warrants (in shares) | shares   890,800 11,333,334    
Price of warrants (in dollars per share) | $ / shares     $ 1.50    
Proceeds from sale of Private Placement Warrants   $ 1,336,200 $ 17,000,000    
Number of warrants to purchase shares issued | shares   890,800 11,333,334    
Public Warrants          
Description of Organization and Business Operations          
Number of units issued | shares       27,227,000  
v3.22.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)
 3 Months Ended
Mar. 31, 2022
Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    
Federal depository insurance coverage $ 250,000  
Public offering costs 800,877  
Underwriter discounts charged to APIC 44,924,550  
Unrecognized tax benefits $ 0 $ 0
Statutory tax rate (as a percent) 0.00%  
v3.22.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A ordinary shares reflected in the condensed balance sheets (Details) - USD ($)
 3 Months Ended
Mar. 31, 2022
Dec. 31, 2021
Class A ordinary shares subject to possible redemption $ 816,810,000 $ 816,810,000
Class A ordinary shares    
Gross proceeds 816,810,000  
Proceeds allocated to Public Warrants (39,745,978)  
Class A ordinary shares issuance costs (44,871,756)  
Accretion of carrying value to redemption value 84,617,734  
Class A ordinary shares subject to possible redemption $ 816,810,000  
v3.22.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share (Details) - USD ($)
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Class A ordinary shares    
Numerator:    
Allocation of net loss, as adjusted $ (4,261,175) $ 16,226,517
Denominator:    
Weighted average shares outstanding, basic 81,681,000 81,681,000
Weighted average shares outstanding, diluted 81,681,000 81,681,000
Basic net income (loss) per common share $ (0.05) $ 0.20
Diluted net income (loss) per common share $ (0.05) $ 0.20
Class B ordinary shares    
Numerator:    
Allocation of net loss, as adjusted $ (1,065,294) $ 4,056,629
Denominator:    
Weighted average shares outstanding, basic 20,420,250 20,420,250
Weighted average shares outstanding, diluted 20,420,250 20,420,250
Basic net income (loss) per common share $ (0.05) $ 0.20
Diluted net income (loss) per common share $ (0.05) $ 0.20
v3.22.1
INITIAL PUBLIC OFFERING (Details) - USD ($)
 3 Months Ended
Nov. 10, 2020
Oct. 06, 2020
Mar. 31, 2022
Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]        
Number of units issued     39,451,134  
Public Warrants        
Subsidiary, Sale of Stock [Line Items]        
Number of units issued     27,227,000  
Class A ordinary shares        
Subsidiary, Sale of Stock [Line Items]        
Common shares, par value, (per share)     $ 0.00005 $ 0.00005
Initial Public Offering.        
Subsidiary, Sale of Stock [Line Items]        
Number of units issued   75,000,000 81,681,000  
Purchase price, per unit     $ 10.00  
Number of shares in a unit     6,681,000  
Initial Public Offering. | Public Warrants        
Subsidiary, Sale of Stock [Line Items]        
Number of warrants in a unit     0.33  
Number of shares issuable per warrant     1  
Exercise price of warrants     $ 11.50  
Number of shares per unit     1  
Initial Public Offering. | Class A ordinary shares        
Subsidiary, Sale of Stock [Line Items]        
Proceeds from sale of Units in Public Offering   $ 816,810,000    
Common shares, par value, (per share)   $ 0.00005    
Over-allotment option        
Subsidiary, Sale of Stock [Line Items]        
Number of units issued 6,681,000   9,000,000  
v3.22.1
PRIVATE PLACEMENT (Details) - Private Placement Warrants. - USD ($)
 3 Months Ended
Nov. 10, 2020
Oct. 06, 2020
Mar. 31, 2022
Sponsor      
Subsidiary, Sale of Stock [Line Items]      
Number of warrants to purchase shares issued 890,800 11,333,334  
Aggregate purchase price $ 1,336,200 $ 17,000,000  
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination     30 days
Private Placement.      
Subsidiary, Sale of Stock [Line Items]      
Number of warrants to purchase shares issued     12,224,134
Price of warrants     $ 1.50
Aggregate purchase price     $ 18,336,200
v3.22.1
RELATED PARTIES - Founder Shares (Details)
 1 Months Ended 3 Months Ended
Sep. 16, 2020
shares
Sep. 30, 2020
item
$ / shares
shares
Oct. 31, 2008
shares
Mar. 31, 2022
$ / shares
shares
Dec. 31, 2021
$ / shares
shares
Nov. 30, 2020
shares
Nov. 10, 2020
shares
Oct. 06, 2020
shares
Aug. 06, 2020
shares
Private Placement Warrants. | Private Placement.                  
Related Party Transaction [Line Items]                  
Price of warrant | $ / shares       $ 1.50          
Number of warrants to purchase shares issued       12,224,134          
Class B ordinary shares                  
Related Party Transaction [Line Items]                  
Ordinary shares outstanding       20,420,250 20,420,250        
Common shares, par value (in dollars per share) | $ / shares       $ 0.00005 $ 0.00005        
Sponsor | Private Placement Warrants.                  
Related Party Transaction [Line Items]                  
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination       30 days          
Number of warrants to purchase shares issued             890,800 11,333,334  
Founder                  
Related Party Transaction [Line Items]                  
Number of shares issued     1            
Founder                  
Related Party Transaction [Line Items]                  
Ordinary shares outstanding 21,562,500                
Number of independent directors | item   3              
Surrendered founder shares 7,187,500                
Holding of shares   25,000              
Purchase price, per unit | $ / shares   $ 0.00087              
Recapitalization ratio 1.33333                
Founder | Over-allotment option                  
Related Party Transaction [Line Items]                  
Maximum shares subject to forfeiture             1,142,250    
Founder | Class B ordinary shares                  
Related Party Transaction [Line Items]                  
Ordinary shares outstanding   75,000             28,750,000
Purchase price, per unit | $ / shares   $ 65.25              
Founder | Sponsor | Class B ordinary shares                  
Related Party Transaction [Line Items]                  
Shares subject to forfeiture           1,142,250      
Restrictions on transfer period of time after business combination completion       1 year          
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares       $ 12.00          
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination       20 days          
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination       30 days          
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences       150 days          
v3.22.1
RELATED PARTIES - Additional Information (Details) - USD ($)
 3 Months Ended
Aug. 11, 2020
Mar. 31, 2022
Mar. 31, 2021
Dec. 31, 2021
Sep. 14, 2021
Jun. 18, 2021
Feb. 22, 2021
Oct. 20, 2020
Related Party Transaction [Line Items]                
Repayment of promissory note - related party     $ 371,767          
Due to Related Parties   $ 4,258,589   $ 2,040,211        
Advances from Related Parties                
Related Party Transaction [Line Items]                
Offering costs and other expenses   2,218,378 2,472          
Administrative Services Agreement                
Related Party Transaction [Line Items]                
Expenses per month   16,667            
Expenses incurred   $ 50,001 $ 50,647          
Threshold period for which expenses are paid   27 months            
Sponsor | Note                
Related Party Transaction [Line Items]                
Expenses incurred $ 750,000              
Interest rate per annum 0.17%              
Sponsor | October Note                
Related Party Transaction [Line Items]                
Principle amount of promissory note               $ 1,500,000
Interest rate per annum               0.14%
Amount borrowed               $ 1,500,000
Outstanding balance   $ 1,500,000            
Outstanding interest   3,032   2,514        
Sponsor | February Note                
Related Party Transaction [Line Items]                
Principle amount of promissory note             $ 800,000  
Interest rate per annum             0.12%  
Amount borrowed             $ 800,000  
Outstanding balance   800,000   800,000        
Outstanding interest   1,057   821        
Sponsor | June Note                
Related Party Transaction [Line Items]                
Principle amount of promissory note           $ 2,000,000    
Interest rate per annum           0.13%    
Amount borrowed           $ 2,000,000    
Outstanding balance   2,000,000   2,000,000        
Outstanding interest   2,016   1,375        
Sponsor | September Note                
Related Party Transaction [Line Items]                
Principle amount of promissory note         $ 1,500,000      
Interest rate per annum         0.17%      
Amount borrowed         $ 1,500,000      
Outstanding balance   1,500,000   1,500,000        
Outstanding interest   $ 1,395   $ 755        
v3.22.1
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)
 3 Months Ended 12 Months Ended
Nov. 10, 2020
Mar. 31, 2022
Dec. 31, 2021
Oct. 06, 2020
Underwriting Agreement        
Underwriting discounts and commissions paid       $ 15,000,000
Number of units issued   39,451,134    
Underwriting cash discount per unit $ 0.20      
Deferred Fee Per Unit $ 0.35      
Aggregate deferred underwriting fee payable $ 28,588,350      
Contingent fees   $ 7,000,000.0 $ 7,000,000.0  
Placement Fees   3.50%    
Over-allotment option        
Underwriting Agreement        
Number of units issued 6,681,000 9,000,000    
Threshold Number Of Days Granted For Underwriter For Purchase Of Additional Units   30 days    
Aggregate underwriter cash discount $ 16,336,200      
v3.22.1
SHAREHOLDERS' DEFICIT - Preferred Shares (Details) - $ / shares
Mar. 31, 2022
Dec. 31, 2021
SHAREHOLDERS' DEFICIT    
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, par value, (per share) $ 0.00005 $ 0.00005
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
v3.22.1
SHAREHOLDERS' DEFICIT - Ordinary Shares (Details)
 1 Months Ended 3 Months Ended 12 Months Ended
Nov. 30, 2020
shares
Sep. 30, 2020
shares
Mar. 31, 2022
Vote
shares
Dec. 31, 2021
shares
Shareholders' Equity        
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares (in shares)     20.00%  
Class A ordinary shares        
Shareholders' Equity        
Common shares, shares authorized     300,000,000 300,000,000
Number of vote for each ordinary share | Vote     1  
Common stock shares outstanding including shares subject to possible conversion     81,681,000 81,681,000
Common shares, votes per share | Vote     1  
Common shares, shares issued     0 0
Common shares, shares outstanding     0 0
Class B ordinary shares        
Shareholders' Equity        
Common shares, shares authorized     60,000,000 60,000,000
Common shares, shares issued     20,420,250 20,420,250
Common shares, shares outstanding     20,420,250 20,420,250
Common stock, shares subject to forfeiture (in shares) 1,142,250      
Common stock, shares subject to surrender (in shares)   7,187,500    
v3.22.1
WARRANTS (Details)
 3 Months Ended
Mar. 31, 2022
USD ($)
$ / shares
shares
Dec. 31, 2021
shares
Shareholders' Equity    
Warrants outstanding 39,451,134 39,451,134
Number of units issued 39,451,134  
Warrant liabilities | $ $ 57,753,222  
Public Warrants    
Shareholders' Equity    
Warrants outstanding 27,227,000 27,227,000
Warrants exercisable term after the completion of a business combination 30 days  
Warrants exercisable term from the closing of the public offering 12 months  
Threshold period for filling registration statement after business combination 15 days  
Public Warrants expiration term 5 years  
Number of units issued 27,227,000  
Public Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00    
Shareholders' Equity    
Redemption price per public warrant (in dollars per share) | $ / shares $ 0.01  
Minimum threshold written notice period for redemption of public warrants 30 days  
Stock price trigger for redemption of warrants (in dollars per share) | $ / shares $ 18.00  
Threshold trading days for redemption of public warrants | $ 20  
Threshold consecutive trading days for redemption of public warrants | $ 30  
Private Placement Warrants.    
Shareholders' Equity    
Warrants outstanding 12,224,134 12,224,134
Warrants exercisable term after the completion of a business combination 30 days  
Number of units issued 12,224,134  
v3.22.1
FAIR VALUE MEASUREMENTS (Details) - USD ($)
Mar. 31, 2022
Dec. 31, 2021
Assets, Fair Value Disclosure [Abstract]    
Marketable securities held in Trust Account $ 817,678,426 $ 817,356,537
Liabilities, Fair Value Disclosure [Abstract]    
Derivative warrant liabilities 60,098,285 55,943,533
Level 1 | Recurring    
Assets, Fair Value Disclosure [Abstract]    
Marketable securities held in Trust Account 817,678,426 817,356,537
Level 1 | Recurring | Public Warrants    
Liabilities, Fair Value Disclosure [Abstract]    
Derivative warrant liabilities 37,300,990 34,850,560
Level 3 | Recurring | Private Placement Warrants.    
Liabilities, Fair Value Disclosure [Abstract]    
Derivative warrant liabilities $ 22,797,295 $ 21,092,973
v3.22.1
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)
 3 Months Ended 12 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]      
Beginning Balance $ 55,943,533    
Transfer to Level 1 0   $ 0
Change in fair value of derivative liabilities (4,154,752) $ 24,785,058  
Ending Balance 60,098,285   55,943,533
Recurring | Level 3      
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]      
Beginning Balance 21,092,973 23,455,550 23,455,550
Change in fair value of derivative liabilities 1,704,322 (7,904,318)  
Ending Balance $ 22,797,295 $ 15,551,232 $ 21,092,973
v3.22.1
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details)
 3 Months Ended 12 Months Ended
Mar. 31, 2022
USD ($)
Mar. 31, 2021
USD ($)
Dec. 31, 2021
USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Derivative liability $ 60,098,285   $ 55,943,533
Change in fair value of derivative warrant liabilities (4,154,752) $ 24,785,058  
Transfers into or out of Level III $ 0   $ 0
Risk-free interest rate | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Fair value of derivative warrants 2.42   1.31
Expected life of grants | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Fair value of derivative warrants 5.25   5.5
Expected volatility of underlying shares | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Fair value of derivative warrants 17.0   18.0
Dividends | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Fair value of derivative warrants 0.0   0.0
v3.22.1
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - April Note - Sponsor
Apr. 01, 2022
USD ($)
Subsequent Event [Line Items]  
Aggregate principal amount $ 1,500,000
Interest rate per annum 0.13%