ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
I.R.S. Employer Identification Number) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
share of Class A Common Stock at an exercise price of $23.00 |
☒ |
Accelerated filer |
☐ | ||||
Non-accelerated filer |
☐ |
Smaller reporting company |
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Emerging growth company |
Auditor Firm ID: |
Auditor Name: |
Auditor Location: |
Page |
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1 |
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PART I |
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ITEM 1. |
4 |
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ITEM 1A. |
20 |
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ITEM 1B. |
49 |
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ITEM 2. |
49 |
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ITEM 3. |
49 |
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ITEM 4. |
49 |
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PART II |
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ITEM 5. |
50 |
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ITEM 6. |
51 |
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ITEM 7. |
51 |
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ITEM 7A. |
57 |
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ITEM 8. |
57 |
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ITEM 9. |
57 |
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ITEM 9A. |
57 |
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ITEM 9B. |
59 |
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PART III |
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ITEM 10. |
59 |
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ITEM 11. |
65 |
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ITEM 12. |
65 |
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ITEM 13. |
67 |
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ITEM 14. |
71 |
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PART IV |
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ITEM 15. |
72 |
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ITEM 16. |
74 |
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75 |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination, particularly in light of disruption that may result from limitations imposed by the COVID-19 pandemic and existing litigation alleging that we are required to register as an investment company; |
• | our expectations around the performance of the prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our management team and investment team members allocating their time to other businesses, and our directors and officers potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | the ability of our directors and officers to generate a number of potential acquisition opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; or |
• | our financial performance. |
• | “Additional Forward Purchase Units” are to the up to 100,000,000 units (or such greater amount as determined by mutual agreement of the company and the Forward Purchasers), each consisting of one share of Class A Common Stock and one-third of one warrant, that the Forward Purchasers may elect to purchase pursuant to the Forward Purchase Agreement; |
• | “amended and restated certificate of incorporation” are to our second amended and restated certificate of incorporation; |
• | “Affiliate Transferees” are to any entity that is managed by PSCM; |
• | “company”, “our company”, “we” or “us”, are to Pershing Square Tontine Holdings, Ltd.; |
• | “common stock” are to our Class A Common Stock and our Class B Common Stock, collectively; |
• | “common shares” are to the common stock, membership interests, units or other equity security of the continuing publicly traded corporation following our initial business combination, if such post-combination business is not the company, and to our Class A Common Stock if we are the continuing publicly traded corporation following our initial business combination; |
• | “Committed Forward Purchase Units” are to the 50,000,000 units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant, that the Forward Purchasers have committed to purchase pursuant to the Forward Purchase Agreement; |
• | “Director Forward Purchase Agreement” are to an agreement providing for the sale of an aggregate amount of $6,000,000 of our Forward Purchase Units to certain of our independent directors, in one or more private placements in such amounts and at such time or times as the Director Forward Purchasers determine, but no later than simultaneously with the closing of our initial business combination; |
• | “Director Forward Purchase Units” are to the Forward Purchase Units to be purchased by certain of our independent directors pursuant to the Director Forward Purchase Agreement; |
• | “Director Forward Purchasers” are to those of our independent directors who are party to the Director Forward Purchase Agreement and have agreed to purchase our Forward Purchase Units pursuant thereto; |
• | “Director Warrants” are to the warrants purchased by our directors, other than Mr. Ackman, in private placements which closed simultaneously with the initial public offering, for an aggregate amount of $2,837,500, which will be exercisable for 0.26% of the common shares of the post-combination business (on a fully diluted basis), at an exercise price of $24.00 per common share of the post-combination business. The Director Warrants will have a term of 10 years from the consummation of our initial business combination and subject to certain transfer restrictions and have certain registration rights, and otherwise have terms identical to those of the Sponsor Warrants; |
• | “Distributable Redeemable Warrants” are to the warrants issuable upon exercise of the Redeemable Warrants attached to each unit issued in the initial public offering. |
• | “Distributable Tontine Redeemable Warrants” are to the warrants issuable in respect of those Public Shares that have not been redeemed in connection with our initial business combination; |
• | “Forward Purchase Agreement” are to an agreement providing for the sale of our Forward Purchase Units to the Pershing Square Funds (in their capacity as the Forward Purchasers) or, in the case of the Additional Forward Purchase Units, to the Affiliate Transferees, in one or more private placements in such amounts and at such time or times as the Forward Purchasers determine, but no later than simultaneously with the closing of our initial business combination; |
• | “Forward Purchase Securities” are to the Forward Purchase Shares, Forward Purchase Warrants, and shares of Class A Common Stock underlying the Forward Purchase Warrants; |
• | “Forward Purchase Shares” are to the shares of Class A Common Stock to be issued pursuant to the Forward Purchase Agreement and to certain directors purchasing Director Forward Purchase Units, which will generally have identical terms to those of the shares of Class A Common Stock issued in the initial public offering, except as described herein; |
• | “Forward Purchase Warrants” are to the warrants to be issued pursuant to the Forward Purchase Agreement and to certain directors purchasing Director Forward Purchase Units, which will generally have identical terms to those of the Redeemable Warrants issued in the initial public offering, except as described herein; |
• | “Forward Purchase Units” are to the Committed Forward Purchase Units and the Additional Forward Purchase Units issuable pursuant to the Forward Purchase Agreement, and the Director Forward Purchase Units issuable to the Director Forward Purchasers; |
• | “Forward Purchasers” are to the Pershing Square Funds and, for the avoidance of doubt, such term does not include the Director Forward Purchasers; |
• | “Initial Business Combination Redemption Time” are to the time at which we redeem the shares of Class A Common Stock that the holders thereof have elected to redeem in connection with our initial business combination, which will occur prior to the consummation our initial business combination; |
• | “Pershing Square” or “PSCM” are to Pershing Square Capital Management, L.P., a registered investment adviser under the Investment Advisers Act of 1940. |
• | “Pershing Square Funds” are to Pershing Square, L.P., a Delaware limited partnership, Pershing Square International, Ltd., a Cayman Islands exempted company, and Pershing Square Holdings, Ltd., a Guernsey company, which funds are managed by PSCM and are, collectively, the members of our Sponsor and the Forward Purchasers; |
• | “Public Shares” are to the shares of Class A Common Stock included in the units issued in the initial public offering; |
• | “Public Stockholders” are to the holders of the Public Shares, including our Sponsor and its affiliates and our management team, to the extent that such persons or entities acquire Public Shares (whether during or after the initial public offering), provided that such status as a “Public Stockholder” shall only exist with respect to such shares; |
• | “Redeemable Warrants” are to our Distributable Redeemable Warrants included in the units issued in the initial public offering and to the Distributable Tontine Redeemable Warrants issuable to the remaining holders of our outstanding shares of our Class A Common Stock issued in the initial public offering (after we redeem any shares of Class A Common Stock that the holders thereof have elected to redeem in connection with our initial business combination), and, for the avoidance of doubt, the term “Redeemable Warrants” does not include the Forward Purchase Warrants; |
• | “Registration Rights Agreement” are to an agreement requiring the company, following our initial business combination, to register for resale certain securities held by our Sponsor, directors, the Forward Purchasers and their permitted transferees; |
• | “Sponsor” are to Pershing Square TH Sponsor, LLC, a Delaware limited liability company; |
• | “Sponsor Warrants” are to the warrants purchased by our Sponsor in a private placement simultaneously with the initial public offering that will generally not be salable, transferable or exercisable until three years after the date of our initial business combination, and will only then be exercisable for that number of common shares constituting 5.95% of the common shares of the post-combination business on a fully diluted basis as of the time immediately following our initial business combination, at an exercise price equal to $24.00 per common share of the post-combination business. The Sponsor Warrants will have a term of 10 years from the consummation of our initial business combination; |
• | “Tontine Distribution Time” are to the time at which the Distributable Tontine Redeemable Warrants will be distributed, which will occur immediately after our initial business combination Redemption Time and immediately prior to the closing of our initial business combination; and |
• | “Warrants” are to our Redeemable Warrant, Forward Purchase Warrant, Sponsor Warrants and our Director Warrants, collectively. |
• | The Company and the Pershing Square Funds agreed to amend and restate the Forward Purchase Agreement concurrently with the closing of the Proposed IBC, pursuant to which the Forward Purchasers would exercise their right to purchase an aggregate amount of $1.6 billion of Forward Purchase Units ($1.0 billion of Committed Forward Purchase Units and $600 million of Additional Forward Purchase Units). The price per share at which the Pershing Square Funds would have exercised such amended Forward Purchase Agreement would be equal to RemainCo’s (defined below) net asset value at the time of such purchase; |
• | The Company and the Sponsor agreed to amend the Sponsor Warrants concurrently with the closing of the Proposed IBC, such that the Sponsor Warrants would not be exercised or otherwise participate in the Proposed IBC. Instead, they would remain in place, but the exercise price would be adjusted to equal 120% of RemainCo’s net asset value immediately prior to the time it completed its anticipated future business combination with an operating business; and |
• | The Company and its independent directors agreed that the Director Warrants would not be exercised in connection with the Proposed IBC, and would be amended concurrently with the closing of the Proposed IBC. The result of such amendment would have been that, (i) the holders of the Director Warrants would receive shares in the Company in exchange for approximately 72% of the fair market value of the Director Warrants (as determined by a third-party valuation firm), to compensate for the fact that they would not participate in the Proposed IBC as originally envisioned, (ii) such shares would participate in the Distribution and (iii) the roughly 28% of the value of the Director Warrants would remain in place with their exercise price adjusted in the same manner as the exercise price of the Sponsor Warrants as explained above. |
• | Simple, predictable, and free-cash-flow-generative. |
• | Formidable barriers to entry. |
• | Limited exposure to extrinsic factors that we cannot control |
• | Strong balance sheet de-leveraging effects of the Initial Business Combination; |
• | Minimal capital markets dependency |
• | Large capitalization |
• | Attractive valuation |
• | Exceptional management and governance |
Dilution from Sponsor and Director Warrants to Public Holders | ||||||||||
Share Price of our Class A Common Stock |
Post-Combination Business Equity Value at IBC (in millions) | |||||||||
$10,000 |
$15,000 |
$20,000 |
$25,000 |
$30,000 | ||||||
% Public Holders Equity Ownership Stake at IBC | ||||||||||
40.0% |
26.7% |
20.0% |
16.0% |
13.3% | ||||||
$20.00 |
— | — | — | — | — | |||||
$24.00 |
— | — | — | — | — | |||||
$28.00 |
1.1% | 1.0% | 1.0% | 1.0% | 1.0% | |||||
$32.00 |
1.8% | 1.8% | 1.7% | 1.7% | 1.7% | |||||
$36.00 |
2.4% | 2.3% | 2.3% | 2.2% | 2.2% |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our Initial Business Combination, and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
Type of Transaction |
Whether Stockholder Approval is Required | |
Purchase of assets |
No | |
Purchase of stock of target not involving a merger with the company |
No | |
Merger of target into a subsidiary of the company |
No | |
Merger of the company with a target |
Yes |
• | we issue common stock that will be equal to or in excess of 20% of the number of shares of our Class A Common Stock then outstanding (other than in a public offering); |
• | any of our directors, officers or substantial security holders (as defined by NYSE rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired and the number of shares or common stock to be issued, or if the number of shares into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers or (b) 5% of the number of shares of common stock or 5% of the voting power outstanding before the issuance in the case of any substantial security holders; or |
• | the issuance or potential issuance of common stock will result in our undergoing a change of control (as defined by NYSE rules). |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and |
• | file tender offer documents with the SEC prior to completing our Initial Business Combination which contain substantially the same financial and other information about our Initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and |
• | file proxy materials with the SEC. |
• | Our Public Stockholders may not be afforded an opportunity to vote on our proposed Initial Business Combination, which means we may complete our Initial Business Combination even though a majority of our Public Stockholders do not support such a combination. |
• | If we seek stockholder approval of our Initial Business Combination, our Sponsor, directors, officers and Forward Purchasers have agreed to vote in favor of such Initial Business Combination, regardless of how our Public Stockholders vote. |
• | Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of our Initial Business Combination. |
• | The ability of our Public Stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target in a timely fashion within the Combination Period. |
• | The ability of our Public Stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
• | The ability of our Public Stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our Initial Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock. |
• | The requirement that we complete our Initial Business Combination within the Combination Period may give potential target businesses leverage over us in negotiating our Initial Business Combination and may decrease our ability to conduct due diligence on potential business combination targets, in particular, as we approach our dissolution deadline, which could undermine our ability to complete our Initial Business Combination on terms that would produce value for our Public Stockholders. |
• | We may not be able to complete our Initial Business Combination within the prescribed timeframe, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate, in which case our Public Stockholders may only receive $20.00 per share and our Distributable Redeemable Warrants, Sponsor Warrants and Director Warrants will expire worthless, and our Distributable Tontine Redeemable Warrants will never have been distributed. |
• | If a stockholder fails to receive notice of our offer to redeem our Public Shares in connection with our Initial Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
• | We may, but are not required to, obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view. |
• | We may only be able to complete one business combination with the proceeds of the initial public offering, the sale of the Forward Purchase Units and the sale of the Sponsor Warrants and Director Warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services and limited operating activities. This lack of diversification may negatively impact our operating results and profitability. |
• | Members of our management team and investment team will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our Initial Business Combination. |
• | Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented. |
• | Since the Forward Purchasers, our Sponsor and directors will lose the investment opportunity presented by the Forward Purchase Units, the Sponsor Warrants and Director Warrants, respectively, if our Initial Business Combination is not |
completed, our Sponsor and directors may have a conflict of interest in determining whether a particular business combination target is appropriate for our Initial Business Combination. |
• | We face litigation claiming that we were required to register as an investment company under the Investment Company Act of 1940 which may, even if meritless make it difficult for us to enter into a business combination with a target in a timely fashion within the Combination Period. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A Common Stock is a “penny stock,” which will require brokers trading in our Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, |
• | registration as an investment company; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. |
• | may significantly dilute the equity interest of our stockholders; |
• | may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock; |
• | could cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use net operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers; and |
• | may adversely affect prevailing market prices for our Class A Common Stock and/or Redeemable Warrants. |
• | default and foreclosure on our assets if our operating revenues after our Initial Business Combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
• | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
• | our inability to pay dividends on our common stock; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and |
• | other disadvantages compared to our competitors who have less debt. |
• | the history and prospects of companies whose principal business is the acquisition of other companies; |
• | prior offerings of those companies; |
• | our prospects for acquiring an operating business; |
• | a review of debt to equity ratios in leveraged transactions; |
• | our capital structure; |
• | an assessment of our management and their experience in identifying operating companies; |
• | general conditions of the securities markets at the time of the initial public offering; and |
• | other factors as were deemed relevant. |
• | higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | longer payment cycles and challenges in collecting accounts receivable; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | cultural and language differences; |
• | employment regulations; |
• | crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars; |
• | deterioration of political relations with the United States; and |
• | government appropriations of assets. |
• | significantly dilute the equity interest of investors; |
• | subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock; |
• | cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use net operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers; |
• | have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and |
• | adversely affect prevailing market prices for our shares of Class A Common Stock and/or Redeemable Warrants. |
• | default and foreclosure on our assets if our operating revenues after our Initial Business Combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
• | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
• | our inability to pay dividends on our common stock; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and |
• | other purposes and other disadvantages compared to our competitors who have less debt. |
• | The Company and the Pershing Square Funds agreed to amend and restate the Forward Purchase Agreement concurrently with the closing of the Proposed IBC, pursuant to which the Forward Purchasers would exercise their right to purchase an aggregate amount of $1.6 billion of Forward Purchase Units ($1.0 billion of Committed Forward Purchase Units and $600 million of Additional Forward Purchase Units). The price per share at which the Pershing Square Funds would have exercised such amended Forward Purchase Agreement would be equal to RemainCo’s (defined below) net asset value at the time of such purchase; |
• | The Company and the Sponsor agreed to amend the Sponsor Warrants concurrently with the closing of the Proposed IBC, such that the Sponsor Warrants would not be exercised or otherwise participate in the Proposed IBC. Instead, they would remain in place, but the exercise price would be adjusted to equal 120% of RemainCo’s net asset value immediately prior to the time it completed its anticipated future business combination with an operating business; and |
• | The Company and its independent directors agreed that the Director Warrants would not be exercised in connection with the Proposed IBC, and would be amended concurrently with the closing of the Proposed IBC. The result of such amendment would have been that, (i) the holders of the Director Warrants would receive shares in the Company in exchange for approximately 72% of the fair market value of the Director Warrants (as determined by a third-party valuation firm), to compensate for the fact that they would not participate in the Proposed IBC as originally envisioned, (ii) such shares would participate in the Distribution and (iii) the roughly 28% of the value of the Director Warrants would remain in place with their exercise price adjusted in the same manner as the exercise price of the Sponsor Warrants as explained above. |
For the Year Ended December 31, 2021 |
For the Period from May 4, 2020 (inception) through December 31, 2020 |
|||||||
Net income/(loss) |
$ | 833,301,124 | $ | (954,881,205 |
) | |||
Less: |
||||||||
Change in fair value of Forward Purchase Agreement liabilities |
598,782,500 | (593,893,320 | ) | |||||
Change in fair value of Outstanding Warrant liabilities |
237,364,758 | (358,644,962 | ) | |||||
Offering costs allocable to Outstanding Warrant liabilities |
- | (912,625 | ) | |||||
Adjusted net loss |
$ (2,846,134 |
) |
$ (1,430,298 |
) |
Name |
Age |
Title | ||
William Ackman |
55 | Chairman and Chief Executive Officer; Director | ||
Ben Hakim |
46 | President | ||
Michael Gonnella |
41 | Chief Financial Officer | ||
Steve Milankov |
48 | Corporate Secretary | ||
Lisa Gersh |
63 | Director | ||
Michael Ovitz |
75 | Director | ||
Jacqueline D. Reses |
52 | Director | ||
Joseph S. Steinberg |
78 | Director |
• | the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; |
• | pre-approving all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
• | reviewing and discussing with the independent auditors all relationships the auditors may have with us in order to evaluate their continued independence; |
• | setting clear hiring policies for employees or former employees of the independent auditors; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
• | obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | reviewing and approving any related-party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving on an annual basis the compensation of all other officers; |
• | reviewing on an annual basis our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | if required, producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors; |
• | developing and recommending corporate governance guidelines to the board of directors and overseeing the implementation of those guidelines; |
• | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and |
• | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
• | Members of our management team are not obligated to devote any specific number of hours to our matters, but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our Initial Business Combination. In addition, we have an investment team comprised of seven members, who are employed by PSCM. While we believe that the investment team members are able to allocate their duties to us and to PSCM amongst themselves in a manner that allows them to provide us with the resources and support we require while fulfilling their responsibilities to PSCM, such persons may have conflicts of interest in allocating his or her time among various business activities. |
• | In the course of their other business activities, our directors and officers may become aware of investment and business opportunities which may be appropriate for presentation to us, as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | Our Sponsor, directors and officers have agreed to waive their redemption rights with respect to any shares of our Class A Common Stock held by them in connection with the consummation of our Initial Business Combination. If we do not complete our Initial Business Combination within the Combination Period, certain proceeds of the sale of the Sponsor |
Warrants and Director Warrants held in the trust account will be used to fund the redemption of the Public Shares, and the investment opportunity presented by the Sponsor Warrants, the Director Warrants and the Forward Purchase Securities (with respect to the Forward Purchasers and Director Forward Purchasers) will be lost. With certain limited exceptions in each case, our Class B Common Stock and the Forward Purchase Units will not be transferable, assignable or salable and the shares of Class A Common Stock issuable upon conversion or exercise thereof, as applicable, will not be transferable, assignable or salable until 180 days after the consummation of our Initial Business Combination, and the Sponsor Warrants and Director Warrants will not be exercisable, transferable, assignable or salable until three years after the consummation of our Initial Business Combination. Since our Sponsor, directors and officers may directly or indirectly own common stock and warrants, our Sponsor, directors and officers may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our Initial Business Combination. |
• | Our directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our Initial Business Combination. |
• | Our Sponsor, directors or officers may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our Sponsor or an affiliate of our Sponsor or any of our directors or officers to finance transaction costs in connection with an intended Initial Business Combination. |
• | the corporation could financially undertake the opportunity; |
• | the opportunity is within the corporation’s line of business; and |
• | it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation. |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
• | each of our directors and executive officers who beneficially owns shares of our common stock; and |
• | all our directors and executive officers as a group. |
Name of Beneficial Owner |
Number of Shares Beneficially Owned |
Percentage of Outstanding Common Stock |
||||||
Directors and Executive Officers: (1) |
||||||||
Pershing Square TH Sponsor, LLC (Our Sponsor) (2) |
100 | * | ||||||
Pershing Square Funds (3)(4) |
200,000,100 | 50.0 | % | |||||
William A. Ackman (5) |
200,000,100 | 50.0 | % | |||||
Ben Hakim |
— | — | ||||||
Michael Gonnella |
4,500 | * | ||||||
Steve Milankov |
— | — | ||||||
Lisa Gersh |
— | — | ||||||
Michael Ovitz (6) |
250,000 | * | ||||||
Jacqueline Reses (7) |
50,000 | * | ||||||
Joseph S. Steinberg (8) |
9,375 | * | ||||||
All directors and executive officers as a group (8 individuals) |
200,313,975 | 50.0 | % | |||||
Other 5% Stockholders: |
||||||||
Guggenheim Capital, LLC (9) |
22,000,000 | 11.0 | % | |||||
Allspring Global Investments Holdings LLC (10) |
11,181,934 | 5.6 | % |
* | Less than one percent |
(1) | Unless otherwise noted, the business address of each of the persons herein is 787 Eleventh Avenue, 9t h Floor, New York, New York 10019. |
(2) | Interests shown consist solely of Class B Common Stock. Such shares will automatically convert into Class A Common Stock on a one-for-one |
(3) | Includes (a) 50,000,000 Committed Forward Purchase Units, (b) 100,000,000 Additional Forward Purchase Units, and (c) 100 shares of Class B Common Stock, which have aggregate voting power equal to 50,000,000 shares of Class A Common Stock, and automatically convert into Class A Common Stock on a one-for-one one-third of one warrant to purchase a share of Class A Common Stock, and the Forward Purchase Units in aggregate are comprised of 150,000,000 shares of Class A Common Stock, and warrants to purchase 50,000,000 shares of Class A Common Stock. The Pershing Square Funds are obligated to purchase the Committed Forward Purchase Units, and may elect to purchase up to the total number of Additional Forward Purchase Units, in one or more private placements to occur no later than simultaneously with our Initial Business Combination. The warrants included in Forward Purchase Units have an exercise price of $23.00 per share and are exercisable upon the later of (i) July 24, 2021 and (ii) 30 days following the consummation of our Initial Business Combination. As of the date of this filing, the Pershing Square Funds have not purchased any Forward Purchase Units. |
(4) | The Pershing Square Funds may be deemed to be the beneficial owners of such securities in their capacity as the Forward Purchasers, and as the members of our Sponsor, and have shared voting and investment power with respect to such securities. |
(5) | Mr. Ackman may be deemed to be the beneficial owner of such securities by virtue of his position as Chief Executive Officer of PSCM, the manager of our Sponsor, as well as the investment advisor to each of Pershing Square Holdings, Ltd., Pershing Square, L.P. and Pershing Square International, Ltd., and as managing member of PS Management GP, LLC, a Delaware limited liability company, as to which voting and investment power is shared. Mr. Ackman disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
(6) | Pursuant to the director forward purchase agreement, Mr. Ovitz has agreed to purchase 250,000 Forward Purchase Units (each of which includes one share of Class A Common Stock). Mr. Ovitz is obligated to purchase such Forward Purchase Units no later than simultaneously with the closing of our Initial Business Combination, and may do so at any time prior thereto at his election. |
(7) | Pursuant to the director forward purchase agreement, Ms. Reses has agreed to purchase 50,000 Forward Purchase Units (each of which includes one share of Class A Common Stock). Ms. Reses is obligated to purchase such Forward Purchase Units no later than simultaneously with the closing of our Initial Business Combination, and may do so at any time prior thereto at her election. |
(8) | Reflects 9,375 shares of Class A Common Stock that Mr. Steinberg purchased through a charity trust—Joseph S. and Diane H. Steinberg Charitable Trust. |
(9) | Based upon the Schedule 13G filed by Guggenheim Partners, LLC with the SEC on August 10, 2020. Beneficial ownership of these shares is shared among Guggenheim Partners, LLC, Guggenheim Capital, LLC and Security Investors LLC. The business address of Guggenheim Partners, LLC is 227 West Monroe Street, Chicago, IL 60606. |
(10) | Based upon the Schedule 13G filed by Allspring Global Investments Holdings LLC with the SEC on January 18, 2022. The business address of Allspring Global Investments Holdings LLC is 525 Market Street, San Francisco, CA, 94105. |
• | whether the terms of the related-party transaction are fair to the Company and whether such terms are no less favorable to the Company than those generally available to an unaffiliated third party under similar circumstances; |
• | whether there are business reasons for the Company to enter into the related-party transaction; |
• | whether the related-party transaction would impair the independence of an outside director; and |
• | whether the related-party transaction would present an improper conflict of interest for any director or executive officer of the Company, taking into account the size of the transaction, the overall financial position of the director, executive officer or related party, the direct or indirect nature of the director’s, executive officer’s or related party’s interest in the transaction, the ongoing nature of any proposed relationship and any other factors the audit committee deems relevant. |
• | Repayment of $1,121,320 (inclusive of accrued interest) in loans made to us by our Sponsor; |
• | Reimbursement for any out-of-pocket |
• | Repayment of any other loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our directors and officers to finance transaction costs in connection with an intended Initial Business Combination, the terms of which have not been determined, and nor have any written agreements been executed with respect thereto. |
Fee Category |
For the Year ended December 31, 2021 |
For the Period from May 4, 2020 (inception) through December 31, 2020 | ||
Audit Fees (1) |
$ 101,455 | $ 89,301 | ||
Audit- Related Fees (2) |
- | - | ||
Tax Fees (3) |
9,579 | - | ||
All Other Fees |
- | - | ||
Total Fees |
$ 111,034 |
$ 89,301 |
(1) |
Audit Fees 10-Q and other services that an independent registered public accounting firm would customarily provide in connection with regulatory and other required filings submitted to the SEC. |
(2) |
Audit-Related Fees |
(3) |
Tax Fee |
• | the “covered person” was a tax partner, not an audit partner, and did not play any role in the conduct of the audit or provide any other services to us; |
• | the “covered person” was not aware, at the time of purchase and sale, that we were a Marcum audit client; |
• | the “covered person” self-reported the violation when the “covered person” became aware that we were an audit client; |
• | the “covered person” practiced in a different physical office from that in which the lead audit partner primarily practices; |
• | no other Marcum personnel were aware of the transaction until it was self-reported by the “covered person”; and |
• | the amount involved in the covered person’s trade was not material in amount. |
(a) | Financial Statements |
(b) | Financial Statement Schedules. All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable. |
(c) | Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report. |
* | Filed herewith. |
PERSHING SQUARE TONTINE HOLDINGS, LTD. | ||
By: |
/s/ William A. Ackman | |
Name: William A. Ackman | ||
Title: Chief Executive Officer, Chairman of the Board of Directors |
Name |
Position |
Date | ||
/s/ William A. Ackman William A. Ackman |
Chief Executive Officer, Chairman of the Board of Directors (Principal Executive Officer) |
March 3, 2022 | ||
/s/ Michael Gonnella Michael Gonnella |
Chief Financial Officer (Principal Financial and Accounting Officer) |
March 3, 2022 | ||
/s/ Lisa Gersh Lisa Gersh |
Director |
March 3, 2022 | ||
/s/ Michael Ovitz Michael Ovitz |
Director |
March 3, 2022 | ||
/s/ Jacqueline Reses Jacqueline Reses |
Director |
March 3, 2022 | ||
/s/ Joseph Steinberg Joseph Steinberg |
Director |
March 3, 2022 |
Page |
||||
F-2 |
||||
Financial Statements: |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
||||
F-8 |
December 31, |
||||||||
2021 |
2020 |
|||||||
Assets |
||||||||
Current Assets: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Prepaid expenses |
||||||||
Dividends receivable from operating account |
||||||||
|
|
|
|
|||||
Total Current Assets |
|
|
|
| ||||
Forward Purchase Agreement assets |
||||||||
Cash and marketable securities held in Trust Account |
||||||||
|
|
|
|
|||||
Total Assets |
$ |
$ |
||||||
|
|
|
|
|||||
Liabilities and Stockholders’ Deficit |
||||||||
Current Liabilities: |
||||||||
Accrued expenses |
$ | $ | ||||||
Accrued offering costs |
||||||||
Income taxes payable |
– | |||||||
Due to related party |
|
|
|
|
|
|
– |
|
|
|
|
|
|||||
Total Current Liabilities |
||||||||
Forward Purchase Agreement liabilities |
– | |||||||
Outstanding Warrant liabilities |
||||||||
Deferred underwriting fees payable |
||||||||
|
|
|
|
|||||
Total Liabilities |
||||||||
|
|
|
|
|||||
Commitments and Contingencies |
||||||||
Class A Common Stock, $ value |
||||||||
|
|
|
|
|||||
Stockholders’ Deficit |
||||||||
Preferred stock, $ |
– | |||||||
Class A Common Stock, $ |
– | |||||||
Class B Common Stock, $ |
– | |||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total Stockholders’ Deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total Liabilities , Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
$ |
$ |
||||||
|
|
|
|
Year Ended |
Period From May 4, 2020 (Inception) Through |
|||||||
December 31, 2021 |
December 31, 2020 |
|||||||
Interest and dividend income |
$ | $ | ||||||
Legal fees |
( |
) | ( |
) | ||||
Insurance |
( |
) | ( |
) | ||||
Printing |
( |
) | ( |
) | ||||
Accounting |
( |
) | ( |
) | ||||
Franchise tax |
( |
) | ( |
) | ||||
Research |
( |
) | ( |
) | ||||
Other |
( |
) | ( |
) | ||||
|
|
|
|
|
|
|
|
|
Loss from operations |
( |
) |
( |
) | ||||
|
|
|
|
|
|
|
|
|
IBC related fee s |
( |
) | ( |
) | ||||
Reimbursement of cancelled IBC |
||||||||
|
|
|
|
|||||
IBC related fees |
( |
) | ||||||
Dividends earned on marketable securities held in Trust Account |
||||||||
Realized gains on marketable securities held in Trust Account |
||||||||
Change in unrealized gains on marketable securities held in Trust Account |
||||||||
|
|
|
|
|||||
Income earned in Trust Account |
||||||||
Offering costs allocable to Outstanding Warrant liabilities |
( |
) | ||||||
Change in fair value of Forward Purchase Agreement liabilities/assets |
( |
) | ||||||
Change in fair value of Outstanding Warrant liabilities |
( |
) | ||||||
|
|
|
|
|||||
Other income/(loss) |
( |
) | ||||||
|
|
|
|
|||||
Income/(loss) before income tax provision |
( |
) | ||||||
Income tax provision |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net income/(loss) |
$ |
$ |
( |
) | ||||
|
|
|
|
|||||
Basic weighted-average shares outstanding, Class A Common Stock subject to possible redemption |
||||||||
|
|
|
|
|||||
Basic net income per share, Class A Common Stock subject to possible redemption |
$ | $ | ||||||
|
|
|
|
|||||
Diluted weighted-average shares outstanding, Class A Common Stock subject to possible redemption |
||||||||
|
|
|
|
|||||
Diluted net income per share, Class A Common Stock subject to possible redemption |
$ | $ | ||||||
|
|
|
|
|||||
Basic and diluted weighted-average shares outstanding, Non-redeemable Class B Common Stock |
||||||||
|
|
|
|
|||||
Basic net income/(loss) per share, Non-redeemable Class B Common Stock |
$ | $ | ( |
) | ||||
|
|
|
|
|||||
Diluted net income/(loss) per share, Non-redeemable Class B Common Stock |
$ | $ | ( |
) | ||||
|
|
|
|
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance – May 4, 2020 (inception) |
$ | $ | $ | $ | $ | |||||||||||||||||||||||
Issuance of Class B Common Stock to Sponsor |
||||||||||||||||||||||||||||
Measurement adjustment on redeemable common stock |
( |
) | ( |
) | ||||||||||||||||||||||||
Net loss |
( |
) | ( |
) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Measurement adjustment on redeemable common stock |
– | – | ( |
) | ( |
) | ||||||||||||||||||||||
Net income |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2021 |
Period From May 4, 2020 (Inception) Through December 31, 2020 |
|||||||
Cash flows from operating activities: |
||||||||
Net income/(loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income/(loss) to net cash used in operating activities: |
||||||||
Offering costs allocable to Outstanding Warrant liabilities |
||||||||
Change in fair value of Forward Purchase Agreement liabilities/assets |
( |
) | ||||||
Change in fair value of Outstanding Warrant liabilities |
( |
) | ||||||
Dividends earned on marketable securities held in Trust Account |
( |
) | ( |
) | ||||
Realized gains on marketable securities held in Trust Account |
( |
) | ( |
) | ||||
Change in unrealized gains on marketable securities held in Trust Account |
( |
) | ( |
) | ||||
Changes in operating assets and liabilities: |
||||||||
Dividends receivable from operating account |
( |
) | ||||||
Prepaid expenses |
( |
) | ||||||
Accrued expenses |
||||||||
Income taxes payable |
( |
) | ||||||
Due to related party |
– |
|||||||
Net cash used in operating activities |
( |
) |
( |
) | ||||
Cash flows from investing activities: |
||||||||
Investment of cash in Trust Account |
( |
) | ||||||
Cash withdrawn from Trust Account to pay income taxes |
||||||||
Net cash provided by/(used in) investing activities |
( |
) | ||||||
Cash flows from financing activities: |
||||||||
Proceeds from sale of Units |
– | |||||||
Proceeds from sale of Sponsor and Director Warrants |
– | |||||||
Payment of underwriting fees |
– | ( |
) | |||||
Payment of offering costs |
( |
) | ( |
) | ||||
Proceeds from promissory note – related party |
– | |||||||
Repayment of promissory note – related party |
– | ( |
) | |||||
Proceeds from issuance of Class B Common Stock to Sponsor |
– | |||||||
Net cash provided by financing activities |
( |
) |
||||||
Net change in cash |
( |
) | ||||||
Cash and cash equivalents – beginning of period |
||||||||
Cash and cash equivalents – end of period |
$ |
$ |
||||||
Supplemental disclosure of cash flow information: |
||||||||
Cash paid for income taxes |
$ | ( |
) | $ | ||||
Supplemental disclosure of non-cash activities: |
||||||||
Deferred underwriting fees payable |
$ | $ | ||||||
Initial classification of common stock subject to possible redemption |
$ | – | $ | |||||
Change in value of common stock subject to possible redemption |
$ | $ | ||||||
Year Ended December 31, 2021 |
Period From May 4, 2020 (Inception) through December 31, 2020 |
|||||||||||||||
(Basic) |
(Diluted) |
(Basic) |
(Diluted) |
|||||||||||||
Class A Common Stock Subject to Possible Redemption |
| |||||||||||||||
Numerator: Earnings allocable to Class A Common Stock subject to possible redemption |
| |||||||||||||||
Income earned in Trust Account |
$ |
$ |
$ |
$ |
||||||||||||
Income taxes |
( |
( |
( |
( |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net earnings |
$ |
$ |
$ |
$ |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Denominator: Weighted-average Class A Common Stock subject to possible redemption |
| |||||||||||||||
Weighted-average shares outstanding, Class A Common Stock subject to possible redemption |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income per share, Class A Common Stock subject to possible redemption |
$ |
$ |
$ |
$ |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Non-Redeemable Class B Common Stock |
||||||||||||||||
Numerator: Net income/(loss) minus net earnings and change in fair value of FPA assets/liabilities |
| |||||||||||||||
Net income/(loss) |
$ |
$ |
$( |
$( |
||||||||||||
Net earnings allocable to Class A Common Stock subject to possible redemption |
( |
( |
( |
( |
||||||||||||
Change in fair value of FPA assets/liabilities |
( |
|||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Non-redeemable net income/(loss) |
$ |
$ |
$( |
$( |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Denominator: Weighted-average Non-redeemable Class B Common Stock |
|
|||||||||||||||
Weighted-average shares outstanding, Non-redeemable Class B Common Stock |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income/(loss) per share, Non-redeemable Class B Common Stock |
$ |
$ |
$( |
$( |
||||||||||||
|
|
|
|
|
|
|
|
• | The Company and the Pershing Square Funds agreed to amend and restate the Forward Purchase Agreement concurrently with the closing of the Proposed IBC, pursuant to which the Forward Purchasers would exercise their right to purchase an aggregate amount of $ |
• | The Company and the Sponsor agreed to amend the Sponsor Warrants concurrently with the closing of the Proposed IBC, such that the Sponsor Warrants would not be exercised or otherwise participate in the Proposed IBC. Instead, they would remain in place, but the exercise price would be adjusted to equal |
• | The Company and its independent directors agreed that the Director Warrants would not be exercised in connection with the Proposed IBC, and would be amended concurrently with the closing of the Proposed IBC. The result of such amendment would have been that, (i) the holders of the Director Warrants would receive shares in the Company in exchange for approximately |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the daily volume-weighted average price of the Class A Common Stock equals or exceeds $ |
• | in whole and not in part; |
• | at $ |
• | upon a minimum of |
• | if, and only if, the daily volume-weighted average price of the Class A Common Stock equals or exceeds $ |
Level 1: |
Valuation determined based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: |
Valuation determined based on observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: |
Valuation determined based on unobservable inputs on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. |
December 31, |
||||||||||
Description |
Level |
2021 |
2020 |
|||||||
Assets: |
||||||||||
Cash and marketable securities held in Trust Account |
1 | $ | $ | |||||||
Committed Forward Purchase Agreement Asset |
3 | – | ||||||||
Liabilities: |
||||||||||
Outstanding Warrants Liability – Public Warrants |
1 | |||||||||
Outstanding Warrants Liability – Private Placement Warrants |
3 | |||||||||
Committed Forward Purchase Agreement Liability |
|
3 |
|
|
– |
|
|
|
|
|
Additional Forward Purchase Agreement Liability |
3 |
December 31, |
||||||||
Inputs – Private Placement Warrants |
2021 |
2020 |
||||||
Strike Price |
$ |
$ |
||||||
Risk-Free Interest Rate |
||||||||
Observed Stock Price |
$ |
$ |
||||||
Public Warrant Price |
$ |
$ |
||||||
Term (Years) |
||||||||
Volatility |
||||||||
Illiquidity Discount |
||||||||
Probability of Warrant Renegotiation |
December 31, |
||||||||
Inputs – Forward Purchase Agreements |
2021 |
2020 |
||||||
Exercise Price |
$ |
$ |
||||||
Risk-Free Interest Rate |
||||||||
Observed Stock Price |
$ |
$ |
||||||
Public Warrant Price |
$ |
$ |
||||||
Term (Years) |
||||||||
Discount for Lack of Marketability – Committed FPA |
||||||||
Discount for Lack of Marketability – Additional FPA |
||||||||
Discount for Probability of Exercise – Additional FPA |
Outstanding Warrants Liability |
Public Warrants |
Private Placement Warrants |
Total Outstanding Warrants |
|||||||||
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Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, William A. Ackman, certify that:
1. | I have reviewed this Annual Report on Form 10-K of Pershing Square Tontine Holdings, Ltd.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | [Omitted]; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: March 3, 2022 |
By: |
/s/ William A. Ackman | ||||
William A. Ackman | ||||||
Chief Executive Officer and Chairman | ||||||
of the Board of Directors |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Gonnella, certify that:
1. | I have reviewed this Annual Report on Form 10-K of Pershing Square Tontine Holdings, Ltd.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | [Omitted]; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: March 3, 2022 |
By: |
/s/ Michael Gonnella | ||||
Michael Gonnella | ||||||
Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Pershing Square Tontine Holdings, Ltd. (the Company) on Form 10-K for the period ending December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the Report), I certify, in the capacity and on the date indicated below, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: March 3, 2022 |
By: |
/s/ William A. Ackman | ||||
William A. Ackman | ||||||
Chief Executive Officer and Chairman of the | ||||||
Board of Directors |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Pershing Square Tontine Holdings, Ltd. (the Company) on Form 10-K for the period ending December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the Report), I certify, in the capacity and on the date indicated below, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: March 3, 2022 |
By: |
/s/ Michael Gonnella | ||||
Michael Gonnella | ||||||
Chief Financial Officer |
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Balance Sheets (Parentheticals) - $ / shares |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Common Class A [Member] | ||
Temporary equity, shares subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares subject to possible redemption | 200,000,000 | 200,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 200,000,000 | |
Common stock, shares outstanding | 200,000,000 | |
Common Class B [Member] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
Statements of Changes in Stockholders' Deficit - USD ($) |
Total |
Additional Paid-In Capital |
Accumulated Deficit |
Common Stock Class A [Member] |
Common Stock Class A [Member]
Common Stock [Member]
|
Common Stock Class B [Member] |
Common Stock Class B [Member]
Common Stock [Member]
|
---|---|---|---|---|---|---|---|
Balance at May. 03, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Balance (in Shares) at May. 03, 2020 | 0 | ||||||
Issuance of Class B Common Stock to Sponsor | 25,000 | 25,000 | 0 | $ 0 | $ 0 | ||
Issuance of Class B Common Stock to Sponsor (in Shares) | 0 | 100 | 100 | ||||
Measurement adjustment on redeemable common stock | (131,334,083) | (131,334,083) | |||||
Net income/(loss) | (954,881,205) | 0 | (954,881,205) | $ 0 | $ 0 | ||
Balance at Dec. 31, 2020 | (1,086,190,288) | 25,000 | (1,086,215,288) | $ 0 | $ 0 | ||
Balance (in Shares) at Dec. 31, 2020 | 0 | 100 | |||||
Issuance of Class B Common Stock to Sponsor (in Shares) | 100 | 100 | |||||
Measurement adjustment on redeemable common stock | (1,542,672) | 0 | (1,542,672) | $ 0 | $ 0 | ||
Net income/(loss) | 833,301,124 | 0 | 833,301,124 | 0 | 0 | ||
Balance at Dec. 31, 2021 | $ (254,431,836) | $ 25,000 | $ (254,456,836) | $ 0 | $ 0 | ||
Balance (in Shares) at Dec. 31, 2021 | 0 | 100 |
Description of Organization and Business Operations |
12 Months Ended |
---|---|
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Organization and General Pershing Square Tontine Holdings, Ltd. (the “Company”) is a blank check company incorporated in Delaware on May 4, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating an Initial Business Combination. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from May 4, 2020 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) described below, identifying a target for an Initial Business Combination and activities in connection with the proposed and subsequent cancellation of an Initial Business Combination with Vivendi S.E. (“Vivendi”), a corporation (société européenne) incorporated under the laws of France, in which the Company would purchase shares of Universal Music Group B.V. (“UMG”, majority owned subsidiary of Vivendi), a private company with limited liability organized under the laws of the Netherlands, as described further in Note 5. The Company generates non-operating income in the form of interest and dividends from the proceeds obtained in connection with the Initial Public Offering and private placements of Sponsor Warrants and Director Warrants (further discuss below), and upon any exercise under the Forward Purchase Agreement (as defined in Note 4) prior to the Initial Business Combination. The Company has selected December 31st as its fiscal year-end. The Company’s sponsor is Pershing Square TH Sponsor, LLC (“Sponsor”), a Delaware limited liability company organized on May 4, 2020. The Sponsor is an affiliate of Pershing Square Capital Management, L.P. (“PSCM”), a registered investment advisor under the Investment Advisers Act of 1940, as amended, with approximately $18.5 billion of assets under management as of December 31, 2021. Our Sponsor is wholly owned by Pershing Square Holdings, Ltd., a Guernsey company, Pershing Square, L.P., a Delaware limited partnership, and Pershing Square International, Ltd., a Cayman Islands exempted company, each of which is an investment fund managed by PSCM (the “Pershing Square Funds”). The registration statement for the Company’s Initial Public Offering (the “Prospectus”) was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on July 21, 2020. On July 24, 2020, the Company consummated its Initial Public Offering of 200,000,000 units (“the Units” and, with respect to the shares of Class A Common Stock included in the Units sold, the “Public Shares”), at $20.00 per Unit, generating gross proceeds of $4,000,000,000. Each Unit consisted of one share of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), and one-ninth of one redeemable warrant (the “Distributable Redeemable Warrants” or “Public Warrants”). In addition, the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) provides that an aggregate of 44,444,444 redeemable warrants will be distributed on a pro-rata basis only to holders of record of the Class A Common Stock (however acquired) (the “Public Stockholder”) that are outstanding after the Company redeems any Public Shares whose holders have elected to redeem in connection with the Company’s Initial Business Combination (the “Distributable Tontine Redeemable Warrants” and, collectively with the Distributable Redeemable Warrants, the “Redeemable Warrants.”). The Distributable Tontine Redeemable Warrants will be distributed immediately before the closing of the Company’s Initial Business Combination. The number of Distributable Tontine Redeemable Warrants to be distributed in respect of each such share of unredeemed Class A Common Stock is contingent upon the aggregate number of shares of Class A Common Stock that are redeemed in connection with the Initial Business Combination. The right to receive Distributable Tontine Redeemable Warrants will remain attached to each such share of Class A Common Stock and will not be separately transferable, assignable or salable. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placements of the Sponsor Warrants for $65,000,000 as well as the Director Warrants for $2,837,500. Both warrants are defined and further discussed in Note 4. Total offering costs amounted to $94,623,187, which consist of $35,000,000 of upfront underwriting fees, $56,250,000 of deferred underwriting fees (further discussed in Note 5) and $3,373,187 of other offering costs. Upon the closing of the Initial Public Offering and the private placements, $4,000,000,000 ($20.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the private placements of the Sponsor Warrants and Director Warrants were placed in a trust account (the “Trust Account”), with the remaining proceeds placed in an operating account outside the Trust Account. As of December 31, 2021 and December 31, 2020, $23,156,677 and $25,348,287, respectively, were held as unrestricted cash outside the Trust Account to pay for ongoing expenses (such as business, legal and accounting due diligence costs related to prospective acquisitions, and continuing general and administrative expenses). The Trust Account is not liable for these expenses. On September 11, 2020, the Company’s Units ceased trading, and the Company’s Class A Common Stock and the Company’s Distributable Redeemable Warrants commenced trading separately on the New York Stock Exchange. In the separation, Unit owners received the number of shares of Class A Common Stock and Distributable Redeemable Warrants underlying their Units, with the right to receive any Distributable Tontine Redeemable Warrants remaining attached to such shares of Class A Common Stock. The Trust Account The Trust Account is located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The proceeds held in the Trust Account are invested solely in U.S. Treasury obligations (which are United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act) having a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. As of December 31, 2021, the Company held U.S. Treasury bills in the Trust Account with a face value of $ 4,003,040,000 maturing in January and February 2022. The proceeds, other than withdrawal of interest or dividend income to pay taxes owed in respect of the income derived from the Trust Account, will remain in the Trust Account (and will not be released) until the earlier of: (i) the consummation of the Initial Business Combination or (ii) the redemption of any shares of Class A Common Stock included in the Units sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its Initial Business Combination, (B) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if it does not complete its Initial Business Combination by July 24, 2022 (or January 24, 2023 if it has executed a letter of intent, agreement in principle or definitive agreement for its Initial Business Combination by July 24, 2022 but has not completed its Initial Business Combination by such date) (the “Combination Period”), or (C) with respect to any other provision relating to stockholders’ right for pre-Initial Business Combination activities; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Combination Period, subject to the requirements of law. 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 Stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Sponsor Warrants and Director Warrants, although substantially all of these proceeds 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 an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting fees further discussed in Note 5) at the time of the agreement to enter into the Initial Business Combination. The Company will only complete an Initial Business Combination if the post-combination business owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company will provide its Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of an Initial Business Combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed business combination or conduct 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 stockholder approval under applicable law or stock exchange listing requirements. The Public Stockholders will be entitled to redeem their Public Shares for cash equal to their pro-rata share of the amount then on deposit in the Trust Account as of five business days prior to the consummation of the Initial Business Combination, including any interest and dividend income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes owed in respect of such income derived from the Trust Account (the “Redemption Value”). The Redemption Value to be distributed to Public Stockholders who properly redeem their Public Shares will not be reduced by the deferred underwriting fees (further discussed in Note 5) that the Company will pay to the underwriters. There will be no redemption rights upon the completion of an Initial Business Combination with respect to the Company’s Class B Common Stock (as defined below) or Warrants (as defined in Note 4). The Company will be able to proceed with an Initial Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of an Initial Business Combination. If the Company seeks stockholder approval, a majority of the shares voted must be voted in favor of the Initial Business Combination. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing an Initial Business Combination. If, however, stockholder approval of the transaction is required, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will conduct the redemptions in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Each Public Stockholder may elect to redeem its Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with an Initial Business Combination, the Company’s Sponsor, Forward Purchasers (as defined in Note 4), directors and officers have agreed to vote their Class B Common Stock as well as any Public Shares and Forward Purchase Securities (as defined in Note 4) held by them in favor of approving the Initial Business Combination. If the Company seeks stockholder approval of an Initial Business Combination and does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, unless our board of directors determines, in its sole discretion, to waive or amend such limit with respect to a particular stockholder or “group.” Pursuant to the Company’s Certificate of Incorporation, if the Company is unable to complete the Initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the Redemption Value (less $100,000 to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (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 stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The holders of the Company’s Class B common stock, (“Class B Common Stock”) will not be issued any shares of Class A Common Stock in respect of their shares of Class B Common Stock if the Company fails to complete its Initial Business Combination within the Combination Period, and will have no rights to liquidating distributions from the Trust Account in respect of such shares, although these Class B common stockholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares that they hold (however acquired). In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all remaining assets available for distribution to them after payment of liabilities and after a provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock. |
Summary of Significant Accounting Policies |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalent accounts in financial institutions, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company is not exposed to significant risks on such accounts and has not experienced any losses. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and income and expenses during the periods reported. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less at the time of purchase to be cash equivalents. At December 31, 2021 and December 31, 2020, cash and cash equivalents on the balance sheets are comprised of cash in bank of $182,037 and $867, respectively, and a money market fund balance of $22,974,640 and $25,347,420, respectively, which are invested solely in U.S. Treasury obligations and cash. Marketable Securities Held in Trust Account As of December 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury obligations. From its inception to December 31, 2021, the Company has withdrawn $596,509 of income earned on the Trust Account to pay for its income tax obligations, all of which was withdrawn during the year ended December 31, 2021. Outstanding Warrants and FPA Liabilities The Company accounts for the Public Warrants, the Sponsor Warrants and Director Warrants (“Private Placement Warrants”, collectively with the Public Warrants, the “Outstanding Warrants”) and the Forward Purchase Agreement and Director Forward Purchase Agreement (collectively, the “FPA”) in accordance with the guidance contained in ASC 815-40, under which the Outstanding Warrants and FPA do not meet the criteria for equity treatment and must be recorded as derivative liabilities or assets, (the liability related to such Outstanding Warrants, the “Outstanding Warrant liabilities”). Accordingly, the Company classifies the Outstanding Warrants and FPA as derivative liabilities or assets with changes in fair value reflected on the statement of operations at each reporting period. The fair value of the Public Warrants was initially measured using a modified Black-Scholes pricing model and subsequently measured at the closing quoted market price. The Private Placement Warrants and FPA are valued using a modified Black-Scholes pricing model. See Note 7 for further details.Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” The Company’s conditionally redeemable Class A Common Stock features certain redemption rights that are considered to be outside of its control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021 and December 31, 2020, 200,000,000 shares of Class A Common Stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company adjusts the carrying value of redeemable common stock to equal the redemption value of the cash held in the Trust Account net of income taxes payable at the end of each reporting period. Class B Common Stock The Company accounts for its Class B Common Stock as contingently convertible instruments in accordance with the guidance in ASC Topic 505 “Equity.” Accordingly, at December 31, 2021 and December 31, 2020, 100 shares of Class B Common Stock are presented at cost as permanent equity on the Company’s balance sheets. Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The Company applies the treasury stock method to the Public Warrants sold in the Initial Public Offering, the private placement of the Sponsor and Director Warrants and the Forward Purchase Agreement in the calculation of diluted income (loss) per share. The ability for the Outstanding Warrants to be exercised is contingent upon the occurrence of future events that have not been met as of the end of the reporting period. Similarly, the ability for automatic conversion of Sponsor’s Class B Common Stock into Class A Common Stock is contingent upon the completion of an Initial Business Combination which has not been met as of the end of the reporting period. As a result, the Company has not considered the effect of the Outstanding Warrants or the Class B Common Stock on net income (loss) per common share for the periods presented. The Company’s statements of operations include a presentation of income (loss) per share for common shares in a manner similar to the two-class method of calculating income (loss) per share. Net income (loss) per common share, basic and diluted, for Class A Common Stock subject to possible redemption is calculated by dividing the allocable income earned on the Trust Account, net of applicable income taxes, by the weighted-average number of Class A Common Stock subject to possible redemption outstanding for the period. Net income (loss) per share, basic and diluted, for Class B the 100non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income (loss) attributable to Class A Common Stock subject to possible redemption, by the weighted-average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on the Company’s financial statements. Risk and Uncertainties Management continues to evaluate the impact of the
COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Initial Public Offering |
12 Months Ended |
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Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering Pursuant to the Initial Public Offering on July 24, 2020, the Company sold 200,000,000 units at a price of $20.00 per Unit. Each Unit consisted of one share of the Company’s Class A Common Stock, and
one-ninth of one Distributable Redeemable Warrants. In addition, the Company’s Certificate of Incorporation provides that an aggregate of 44,444,444 Distributable Tontine Redeemable Warrants will be distributed on a pro-rata basis to the Public Stockholders who do not redeem their Public Shares in connection with the Initial Business Combination, the distribution of which will occur immediately after such redemptions and immediately prior to the closing of the Initial Business Combination. Each whole Redeemable Warrant or Forward Purchase Warrant (as defined in Note 4, and collectively with the Redeemable Warrants, the “Warrants”) entitles the holder to purchase one share of Class A Common Stock at a price of $23.00 per share, subject to adjustment (see Note 6). |
Related Party Transactions |
12 Months Ended |
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Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Sponsor Shares On May 7, 2020, the Sponsor acquired 100 shares of Class B Common Stock (the “Sponsor Shares”) for an aggregate purchase price of $25,000, or $250.00 per share. The Sponsor Shares are identical to the Class A Common Stock included in the Units sold in the Initial Public Offering except that: (i) the Sponsor Shares have, in the aggregate, the voting power of 20.0% of the issued and outstanding common stock of the Company immediately following the Initial Public Offering, while the shares of Class A Common Stock have, in the aggregate, 80.0% of the voting power of the issued and outstanding common stock of the Company immediately following the Initial Public Offering; (ii) the Sponsor Shares automatically convert into shares of Class A Common Stock at the time of the Company’s Initial Business Combination on a one-for-one The Company’s Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of their Sponsor Shares until the earlier to occur of (A) 180 days after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Sponsor Warrants Concurrently with the Initial Public Offering, the Sponsor purchased the Sponsor Warrants for an aggregate purchase price of $65,000,000 in a private placement. The fair market value of the Sponsor Warrants as of the date of the Initial Public Offering was determined by the Company to be $65,000,000 in consultation with a third-party, nationally recognized valuation firm. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell the Sponsor Warrants until three years after the date of the Initial Business Combination, and will only then be exercisable for that number of shares constituting 5.95% of the common shares of the post-combination business on a fully diluted basis as of the time immediately following the Initial Business Combination, at an exercise price equal to $24.00 per common share of the post-combination business. The Sponsor Warrants will have a term of 10 years from the consummation of the Initial Business Combination. The Sponsor Warrants are not redeemable by the Company and, will be exercisable, in whole or in part, on a cash or cashless basis. Of the proceeds from the sale of the Sponsor Warrants, $35,000,000 was deposited in the Trust Account (as described in Note 1) such that $4,000,000,000 was placed in the Trust Account, and the remainder of the proceeds of the Sponsor Warrants and the full proceeds of the Director Warrants (as defined below) are held by the Company outside the Trust Account and will be used to pay for expenses in connection with the Initial Public Offering and Initial Business Combination. If the Initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Sponsor Warrants held in the Trust Account will be used to fund the redemption of Public Shares (subject to the requirements of applicable law). Director Warrants Concurrently with the Initial Public Offering, each of the Company’s directors, other than Mr. Ackman, purchased an aggregate amount of $2,837,500 of director warrants (“Director Warrants”) in private placements. The directors who have purchased Director Warrants have agreed, subject to limited exceptions, not to transfer, assign or sell such Director Warrants until three years after the completion of the Initial Business Combination. Each Director Warrant will be exercisable for a percentage of the common shares of the post-combination business calculated as the purchase price of such Director Warrant divided by the purchase price of the Sponsor Warrants, multiplied by 5.95%, reflecting fair market value as determined with respect to the Sponsor Warrants. The aggregate Director Warrants will be exercisable for approximately 0.26% of the common shares of the post-combination business on a fully diluted basis. The exercise price per common share of the post-combination business will be $24.00. The Director Warrants will have a term of 10 years from the consummation of the Initial Business Combination. The Director Warrants are not redeemable by the Company and will be exercisable, in whole or in part, on a cash or cashless basis. The Sponsor Warrants and the Director Warrants will be exercisable, in the aggregate, for that number of shares equal to approximately 6.21% of the shares of the post-combination business on a fully diluted basis. Forward Purchase Agreement On June 21, 2020, the Pershing Square Funds (each a “Forward Purchaser” and collectively the “Forward Purchasers”) entered into a Forward Purchase Agreement (the “Forward Purchase Agreement”) with the Company, regarding the purchase of units (the “Forward Purchase Units”), each of which has a purchase price of $20.00 and consists of one share of Class A Common Stock (the “Forward Purchase Shares”), and one-third of one warrant (the “Forward Purchase Warrants”). Pursuant to the Forward Purchase Agreement, the Forward Purchasers agreed to purchase an aggregate amount of $1,000,000,000 of Forward Purchase Units (the “Committed Forward Purchase Units”), or 50,000,000 such units. The purchase of the Committed Forward Purchase Units will take place in one or more private placements in such amounts and at such time or times as the Forward Purchasers determine, with the full amount to have been purchased no later than simultaneously with the closing of the Initial Business Combination. The Forward Purchasers are not permitted to transfer the right to purchase the Committed Forward Purchase Units. The Forward Purchase Agreement also provides that the Forward Purchasers may elect to purchase up to an additional aggregate amount of $2,000,000,000 of Forward Purchase Units (the “Additional Forward Purchase Units”), or up to 100,000,000 such units, in whole or in part, in one or more private placements in such amounts and at such time or times as the Forward Purchasers determine, but no later than simultaneously with the closing of the Initial Business Combination. The Company and the Forward Purchasers may determine, by mutual agreement, to increase the number of Additional Forward Purchase Units at any time prior to the Initial Business Combination. The Forward Purchasers may transfer the right to purchase the Additional Forward Purchase Units, in whole or in part, to any entity that is managed by Pershing Square Capital Management, L.P. (the “Affiliate Transferees”), but not to any third party. The Forward Purchasers’ obligation or right, as applicable, to purchase the Forward Purchase Units will be allocated among the Forward Purchasers from time to time. The Forward Purchase Shares, the Forward Purchase Warrants and the shares of Class A Common Stock underlying the Forward Purchase Warrants (collectively, the “Forward Purchase Securities”) have terms identical to those of the shares of Class A Common Stock and the Redeemable Warrants included in the Units sold in the Initial Public Offering, except, (i) the Forward Purchase Securities will be subject to transfer restrictions and will have certain rights as long as they are held by the Forward Purchaser or its permitted transferees; (ii) the Forward Purchase Warrants will not have the right to vote on any amendments to the warrant agreement prior to the Initial Business Combination, except with respect to certain provisions relating solely to restrictions on the transfer of the Forward Purchase Securities; and (iii) the Forward Purchase Shares will not be entitled to receive any Distributable Tontine Redeemable Warrants, will not have any redemption rights in connection with the Initial Business Combination or in connection with certain amendments to the Certificate of Incorporation, and will not have any right to liquidating distributions from the Trust Account in the event that the Company fails to complete its Initial Business Combination within the Combination Period. Such Forward Purchase Securities will be subject to certain transfer restrictions and have certain registration rights. Director Forward Purchase Agreement On July 21, 2020, the Company entered into a Director Forward Purchase Agreement with certain of its independent directors (the “Director Forward Purchasers”). The Director Forward Purchasers agreed to purchase, in one or more private placements in such amounts and at such time or times as each Director Forward Purchasers determines, but no later than simultaneously with the closing of the Initial Business Combination, an aggregate amount of $6,000,000 of Forward Purchase Units. The Director Forward Purchasers may not transfer their obligation to purchase such Forward Purchase Units, other than to the Sponsor, its affiliates and other directors. Such Forward Purchase Securities will be subject to certain transfer restrictions and have certain registration rights. Registration Rights On July 21, 2020, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Sponsor, the Forward Purchasers and the independent directors of the Company, pursuant to which the Company is required to use commercially reasonable efforts to file within 120 days of the Initial Business Combination, and use best efforts to cause such registration statement to be declared effective as soon as practicable (but in no event later than 60 days) thereafter, providing for the resale, under Rule 415 of the Securities Act, of (i) the Sponsor Warrants, (ii) the Director Warrants, (iii) the shares issuable upon the exercise of the Sponsor Warrants or Director Warrants, (iv) the Forward Purchase Securities, (v) the shares of Class A Common Stock issuable upon conversion of the Sponsor’s Class B Common Stock and (vi) any other shares or warrants of the Company that the parties to the Registration Rights Agreement have purchased on the open market, subject to certain conditions as provided in the Registration Rights Agreement. The parties to the Registration Rights Agreement, and their permitted transferees, will be entitled to make up to 10 demands that the Company register the foregoing securities, and will have certain “piggyback rights” with respect to other registration statements filed by the Company. The post-combination business will bear the expenses in connection with the filing of any such registration statements. Related Party Loans The Sponsor agreed to loan the Company up to $1,500,000 to cover expenses related to the Initial Public Offering, general corporate purposes prior to the Initial Business Combination and potential transaction costs in connection with the Initial Business Combination, pursuant to a promissory note (the “Note”). The Note bears interest on a monthly basis at the Applicable Federal Rate, and is payable no later than the end of the Combination Period. The total borrowings under the Note in the amount of $1,121,320 (inclusive of $200 interest due to the Sponsor) were repaid upon the consummation of the Initial Public Offering on July 24, 2020. Pursuant to the terms of the Note, once an amount has been drawn down under the Note, it shall not be available for future drawdown requests even if repaid. As such, as of December 31, 2021 and December 31, 2020, $378,880 was left under the promissory note to be drawn down, and there were no borrowings outstanding under the Note. Due to Related Party The Company incurred $25,148,893 of expenses related to the Proposed IBC (defined and further discussed in Note 5). During 2021, Pershing Square Holdings, Ltd. and certain of its affiliates, as assignees of the Proposed IBC, reimbursed the Company $25,152,682, which includes an over-reimbursement of $3,789 due to a change in foreign exchange rate. As of December 31, 2021, $3,789 was included in due to related party on the Company’s balance sheets. Assignment Agreement On July 18, 2021, the Company entered into an Assignment Agreement with Pershing Square Holdings, Ltd. and certain of its affiliates, pursuant to which the Company assigned its rights under the Share Purchase Agreement (as defined and further discussed in Note 5) to the Assignees. The Assignees have also agreed to assume the indemnity agreement between the Company and Vivendi, and to reimburse the Company for the expenses incurred in connection with the Proposed IBC (as defined and further discussed in Note 5), which totaled $25,065,931 as reflected in the statements of operations. As of December 31, 2021, all expenses have been reimbursed to the Company. |
Commitments and Contingencies |
12 Months Ended | ||||||||||||
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Dec. 31, 2021 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||
Commitments and Contingencies | Note 5—Commitments and Contingencies Proposed and Subsequent Cancellation of an Initial Business Combination Below is a description of the proposed Initial Business Combination, which was ultimately not consummated. On June 20, 2021, the Company entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Vivendi SE to purchase a number of ordinary shares, par value €10 per share (the “UMG Shares”), representing approximately 10% of the share capital and voting rights, on a fully diluted basis, of Universal Music Group (“UMG”) for approximately $4 billion (the “Share Purchase”), with the expectation that the Company would distribute the UMG Shares to its Public Stockholders (the “Distribution” and In connection with the Proposed IBC, the Company and Vivendi also entered into an indemnification agreement pursuant to which the Company agreed to indemnify Vivendi and certain of its related parties for certain potential liabilities in connection with the Company’s redemption tender offer, the warrant exchange offer and the Distribution (each as further described below). Also on June 20, 2021, the Company, the Sponsor, the Pershing Square Funds and the Company’s independent directors entered into the Pershing Entities Letter Agreement, pursuant to which:
The Company further announced that it expected to undertake a 1:4 reverse stock split following the issuance of the Distributable Tontine Redeemable Warrants, all warrants in respect of the Forward Purchase Agreement and Director Forward Purchase Agreements and the Distribution to target a net asset value (“NAV”) of approximately $22 per share. Pursuant to the Proposed IBC, following the Distribution, the Company would have continued to exist and it would not have disappeared into UMG nor would it have been liquidated. The Company that would have continued to exist is referred to herein as “RemainCo”. RemainCo would have been the same corporate entity and it would have continued to be named Pershing Square Tontine Holdings, Ltd. The Public Stockholders would have continued to own shares in RemainCo, and it was intended that RemainCo would pursue a traditional business combination with an operating business (RemainCo’s “Future Business Combination”). On July 8, 2021, the Company launched (i) a redemption tender offer which was intended to provide Public Stockholders with the opportunity to exercise their right to redeem their shares of Class A Common Stock in connection with the Proposed IBC and (ii) a warrant exchange offer which provided holders of the Company’s currently outstanding Distributable Redeemable Warrants the opportunity to exchange those warrants for shares of Class A Common Stock at a ratio of 0.2650 shares per warrant. On July 19, 2021, the Company announced that its board of directors had unanimously determined not to proceed with the Proposed IBC and the Company had agreed to assign its rights and obligations under the Share Purchase Agreement with Vivendi to Pershing Square Holdings, Ltd. and certain of its affiliates (the “Assignees”). The Assignees agreed to purchase or cause to be purchased at least 5% of the share capital of UMG on the terms and subject to the conditions of the Share Purchase Agreement and Vivendi acknowledged that if the Assignees purchased at least 5% of the share capital of UMG, the Share Purchase Agreement would be of no further force with respect to remaining UMG shares to be purchased under the Share Purchase Agreement. In addition, the Assignees, severally in accordance with their obligations to purchase UMG shares, agreed to assume and reimburse the Company for out-of-pocket On July 21, 2021, the Company terminated its redemption tender offer and warrant exchange offer, and no shares were redeemed from the Company. As a result of the termination of these offers and the cancellation of the Proposed IBC, the Pershing Entities Letter Agreement did not come into effect and there have been no changes to the instruments discussed as exhibits to such letter agreement. The FPA, Sponsor Warrants and Director Warrants remain as initially issued as of June 21, 2020 and July 21, 2020, respectively. The Company continues to seek an initial business combination. On August 10, 2021, the Assignees completed an initial closing under the Share Purchase Agreement, as a result of which the Company was released from its obligations under the Share Purchase Agreement and the indemnification agreement described above (which indemnity was allocated without the participation of the Company, among the Pershing Square Funds). Also on August 10, 2021, the Company entered into an assignment of the registration rights agreement to the Assignees, at which time the registration rights agreement was amended to provide, among other things, the Assignees certain rights to register UMG shares for a public offering no earlier than 2023 rather than providing for the Distribution that the Company originally envisioned. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.28 per Unit, or $56,250,000 in the aggregate. The aggregate deferred underwriting fees include (i) the deferral of any underwriting fees, other than the retail selling concessions, in excess of $30,000,000 (a deferral of $12,500,000), plus (ii) a 2.0% rate applied to the gross offering proceeds, subject to a $56,250,000 cap on the amount of such aggregate deferred underwriting fees. If the amount of proceeds from the Trust Account paid in connection with the redemption rights of Public Stockholders, together with the amount of any capital raised in private placements in connection with the Initial Business Combination from investors other than Sponsor or its affiliates (the “Net Redemptions”), results in the Company having less than $2,000,000,000 of cash available upon consummation of the Initial Business Combination, only 25.0% of the aggregate deferred underwriting fees will be payable. If such amount of cash available is $2,000,000,000 or greater, 50% of the aggregate deferred underwriting fees will be payable, and the remaining 50% of the aggregate deferred underwriting fees will be subject to a pro-rata reduction based on the amount of Net Redemptions as a percentage of the total public proceeds of the Initial Public Offering. The deferred underwriting fees will be waived by the underwriters solely in the event that the Company does not complete the Initial Business Combination, subject to the terms of the underwriting agreement entered into by the Company and the underwriters on July 21, 2020. Litigation On August 17, 2021, a purported stockholder of the Company filed a putative derivative lawsuit in U.S. Federal Court in New York, Assad v. Pershing Square Tontine Holdings, Ltd., et al, The Company has also received requests for books and records from certain purported stockholders pursuant to Section 220 of the Delaware General Corporation Law and has provided or agreed to provide certain information in response to those requests. |
Stockholders' Equity |
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Dec. 31, 2021 | |||||||||||||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||
Stockholders' Equity | Note 6—Stockholders’ Equity Common Stock The authorized common stock of the Company includes up to 3,000,000,000 shares of Class A Common Stock with a par value of $0.0001 per share, and 20,000,000 shares of Class B Common Stock with a par value of $0.0001 per share. If the Company enters into an Initial Business Combination, it may (depending on the terms of such Initial Business Combination) be required to increase the number of shares of Class A Common Stock which the Company is authorized to issue at the same time the Company’s stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. The shares of Class A Common Stock have, in the aggregate, 80.0% of the voting power of the issued and outstanding common stock of the Company as of the time immediately following the Initial Public Offering and the shares of Class B Common Stock have, in the aggregate, the voting power of 20.0% of the issued and outstanding common stock of the Company. At December 31, 2021 and December 31, 2020 there were 200,000,000 shares of Class A Common Stock issued and outstanding and 100 shares of Class B Common Stock issued and outstanding. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Warrants Each whole Warrant entitles the registered holder to purchase one whole share of Class A Common Stock at a price of $23.00 per share, subject to adjustment, at any time commencing on the later of 12 months from the closing of the Initial Public Offering or 30 days after the completion of the Initial Business Combination. The Warrants will expire five years after the completion of the Initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. No fractional shares of Class A Common Stock will be issued upon exercise of the Warrants. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A Common Stock to be issued to the holder. If, at the time of redemption, the Warrants are exercisable for a security other than the Class A Common Stock, pursuant to the warrant agreement (for instance, if the Company is not the surviving company in the Initial Business Combination), the Warrants may be exercised for such security. At such time as the Warrants become exercisable for a security other than the Class A Common Stock, the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the Warrants. The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration. No Warrant will be exercisable and the Company will not be obligated to issue shares of Class A Common Stock upon exercise of a Warrant unless the Class A Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrant. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the share of Class A Common Stock underlying such Unit. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Initial Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A Common Stock issuable upon exercise of the Warrants. The Company will use its best efforts to cause the same to become effective within 60 business days after such closing, and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the Warrants expire or are redeemed, as specified in the warrant agreement. Notwithstanding the above, if the Class A Common Stock is 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 Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of 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, it will not be required to file or maintain in effect a registration statement, but it will be required to use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A Common Stock issuable upon exercise of the Warrants is not effective by th day after the closing of the Initial Business Combination, Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In such event, each holder would pay the exercise price by surrendering the Warrants for that number of Class A Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A Common Stock underlying the Warrants, multiplied by the excess of the “fair market value” (defined herein) less the exercise price of the Warrants by (y) the fair market value and (B) 0.3611 per Warrant. The “fair market value” as used in this paragraph shall mean the average of the daily volume-weighted average trading prices of the Class A Common Stock during the 10 consecutive trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of Warrants when the price per share of Class A Common Stock equals or exceeds $36.00.
The Company will not redeem the Warrants as described above unless (i) a registration statement under the Securities Act covering the issuance of the shares of Class A Common Stock issuable upon exercise of the Warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available throughout the 30-day redemption period or (ii) if the Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company elects to require any holder wishing to exercise their Warrants to do so on a cashless basis, each holder would pay the exercise price by surrendering the Warrants for that number of Class A Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A Common Stock underlying the Warrants, multiplied by the excess of the “fair market value” (defined herein) less the exercise price of the Warrants by (y) the fair market value and (B) 0.3611 per redeemable Warrant. The “fair market value” as used in this paragraph shall mean the average of the daily volume-weighted average trading prices of the Class A Common Stock during the 10 consecutive trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the registered holders of the Warrants. In determining whether to require any such exercises to be made on a cashless basis in connection with this redemption provision, the Company will consider, among other factors, its cash position, the number of Warrants that are outstanding, and the dilutive effect on the Company’s stockholders of issuing the maximum number of shares of Class A Common Stock issuable upon the exercise of such Warrants. The Company has established the last of the redemption criteria discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Warrants, each Warrant holder will be entitled to exercise its Warrant prior to the scheduled redemption date. However, the price of the Class A Common Stock may fall below the $36.00 redemption trigger price (subject to adjustments) as well as the $23.00 Redeemable Warrant exercise price after the redemption notice is issued. Redemption of Warrants when the price per share of Class A Common Stock equals or exceeds $20.00
If the number of outstanding shares of Class A Common Stock is increased by a stock dividend payable in shares of Class A Common Stock, or by a split-up of shares of Class A Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant will be increased in proportion to such increase in the outstanding shares of Class A Common Stock. A rights offering to holders of Class A Common Stock entitling holders to purchase shares of Class A Common Stock at a price less than the historical fair market value (as defined below) will be deemed a stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the historical fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) historical fair market value means the average of the daily volume-weighted average trading prices of the Class A Common Stock during the 10 consecutive trading days ending on the trading day prior to the first date on which the shares of Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. In addition, if the Company, at any time while the Redeemable Warrants are outstanding and unexpired, pays a dividend or makes a distribution in cash, securities or other assets to the holders of Class A Common Stock on account of such shares of Class A Common Stock (or other shares of the Company’s capital stock into which the Redeemable Warrants are convertible), other than: (a) as described above; (b) certain ordinary cash dividends; (c) to satisfy the redemption rights of the holders of Class A Common Stock in connection with a proposed Initial Business Combination; (d) to satisfy the redemption rights of the holders of Class A Common Stock in connection with a stockholder vote to amend the Company’s Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with the Initial Business Combination, (ii) to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Class A Common Stock issued in the Initial Public Offering if it does not complete the Initial Business Combination within the Combination Period or (iii) with respect to any other provision relating to stockholders’ rights or pre-Initial Business Combination activity; or (e) in connection with the redemption of the Company’s shares of Class A Common Stock upon its failure to complete the Initial Business Combination within the Combination Period, then the Redeemable Warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A Common Stock in respect of such event. If the number of outstanding shares of Class A Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Class A Common Stock issuable on exercise of each Redeemable Warrant will be decreased in proportion to such decrease in outstanding shares of Class A Common Stock. Whenever the number of shares of Class A Common Stock purchasable upon the exercise of the Redeemable Warrants is adjusted, as described above, the Warrant exercise price will be adjusted by multiplying the Warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Class A Common Stock purchasable upon the exercise of the Redeemable Warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Class A Common Stock so purchasable immediately thereafter. In addition, if (i) the Company issues additional shares of Class A Common Stock, equity-linked securities or any other instrument that is convertible or exercisable into, or exchangeable for, Class A Common Stock for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $18.40 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds (including from such issuances, the Initial Public Offering, the sale of the Forward Purchase Units and any interest thereon, net of redemptions) that are available for the funding of the Initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the daily volume-weighted average trading price of Class A Common Stock during the 20-trading-day In case of any reclassification or reorganization of the outstanding shares of Class A Common Stock (other than those described above or that solely affects the par value of such shares of Class A Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of its outstanding shares of Class A Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Redeemable Warrants will thereafter have the right to purchase and receive, upon the basis and the terms and conditions specified in the Redeemable Warrants and in lieu of the shares of the Company Class A Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Redeemable Warrants would have received if such holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted-average of the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by the Company’s stockholders as provided for in its Certificate of Incorporation or as a result of the redemption of Class A Common Stock by the Company if a proposed Initial Business Combination is presented to its stockholders for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding shares of Class A Common Stock, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Class A Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. If less than 70% of the consideration receivable by the holders of Class A Common Stock in such a transaction is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter The Redeemable Warrants and the Forward Purchase Warrants will have identical terms in all respects, except that the Forward Purchase Warrants will have no right to vote on amendments to the warrant agreement prior to the Initial Business Combination (with limited exceptions), and (along with the shares of Class A Common Stock underlying the Forward Purchase Warrants) will be subject to certain transfer restrictions and have certain registration rights as long as they are held by the Forward Purchasers or their permitted transferees. The Commitments of $4,002,943,971 and $4,001,401,299 (net of income taxes) as reflected on the balance sheets, relate to the Class A Common Stock held by the Public Stockholders that are subject to redemption (with the associated cash required for such redemption held in the Trust Account) as of December 31, 2021 and December 31, 2020, respectively. There 23,156,677were $ and $ 25,348,287 of cash remaining as of December 31, 2021 and December 31, 2020, respectively, after payment of relevant expenses incurred to date, from the private placements of the Sponsor Warrants and the Director Warrants (the “Excess Warrant Proceeds”). The Excess Warrant Proceeds will be reduced as the Company incurs ongoing expenses. In the case of an Initial Business Combination, the Excess Warrant Proceeds may be applied toward general corporate purposes, including for maintenance or expansion of operations of the post-combination business, the payment of principal or interest due on indebtedness incurred in completing the Initial Business Combination, to fund the purchase of other companies or make other investments, or for working capital. In the event of no Initial Business Combination or any event that results in a liquidation, the Excess Warrant Proceeds will be allocated to the holders of the Class B common stockholders after payment of all amounts owed to the Class A Common Stockholders and creditors (if any). The Sponsor Warrants and the Director Warrants will not be entitled to any liquidating distributions. |
Fair Value Measurements |
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Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements | Note 7—Fair Value Measurements The Company measures fair value of financial instruments in accordance with ASC 820, Fair Value Measurements and Disclosures The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid for transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The level within which the fair value measurements is categorized is determined on the basis of the lowest level input that is significant to the fair value measurement. The following fair value hierarchy is used to classify assets and liabilities based on the observable and unobservable inputs used to value the assets and liabilities:
At December 31, 2021, assets held in the Trust Account include cash of $830 and $4,002,943,141 in U.S. Treasury Bills. At December 31, 2020, assets held in the Trust Account include cash of $927, $20,963 in a money market fund that is invested in U.S. Treasury obligations, and $4,001,668,564 in U.S. Treasury Bills. The following table presents the Company’s assets and liabilities measured at fair value, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value:
As of December 31, 2021, the net fair value of the committed FPA and additional FPA was classified as a derivative asset as presented on the balance sheets due to changes in its fair value during the year ended December 31, 2021. As of December 30, 2020, the committed FPA and additional FPA were derivative liabilities. See below for further details of the significant unobservable inputs related to its valuation. Initial Measurement In accordance with ASC 815-40, the Outstanding Warrants and FPA were accounted for as liabilities. Initial fair values of the Outstanding Warrants and FPA were established when the Company’s Initial Public Offering was declared effective on July 21, 2020, using a modified Black-Scholes pricing model. Subsequent Measurement The Company, at each reporting period, re-evaluates the inputs utilized in the modified Black-Scholes pricing model to measure the fair values of the Private Placement Warrants and FPA based on the Pershing Entities Letter Agreement, as if it were to become effective, with changes in their respective fair values reflected on the statements of operations. On September 11, 2020, the Company’s Class A Common Stock and Public Warrants commenced trading separately on the New York Stock Exchange (“NYSE”). As there is now a listed price on an active market, the Public Warrants were reclassified from a Level 3 to Level 1 instrument. The significant observable and unobservable inputs used in determining the fair values of the Private Placement Warrants and FPA are as follows, and are reflective of the rights and obligations associated with each respective asset and liability as of December 31, 2021 and December 31, 2020. The observable inputs of the Private Placement Warrants and FPA include strike/exercise prices, underlying public stock and warrant prices, a risk-free interest rate and the remaining term of the instrument. The strike price of the Private Placement Warrants is the exercise price per common share of the post-combination business. The exercise price of the FPA is the purchase price of the Forward Purchasers to obtain one share of Class A Common Stock and one-third of one warrant. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the reporting date associated with the related term on the instrument. The underlying stock and warrant prices are based on the closing prices of the respective securities on the NYSE as of the reporting date. The expected term is equivalent to each of the warrant and FPA’s remaining contractual term.
The Private Placement Warrants have three significant unobservable inputs: (i) Volatility, (ii) Illiquidity Discount and (iii) Probability of Warrant Renegotiation. The volatility of 25.0% reflects the anticipated implied volatility of the potential target company from the Company’s Initial Business Combination over the Private Placement Warrants’ 10-year term. The Illiquidity Discount of 20.0% relates to an embedded lock-up, whereby the securities underlying the Private Placement Warrants may not be sold for three years post the completion of the Company’s IBC. The Probability of Warrant Renegotiation is a discount based on the probability that the Private Placement Warrants will be restructured at the time of the Company’s IBC. The discount of 18.8% was representative of the average of sponsor incentive restructurings and founder stock forfeitures in completed special purpose acquisition company transactions.
The FPA’s significant unobservable inputs include a Discount for Lack of Marketability (“DLOM”) and a Discount for Probability of Exercise. The DLOM for the Committed FPA relates to an embedded lock-up (the “FPA Lock-Up”), whereby the securities underlying the Committed FPA may not be sold for 180 days post the completion of the Company’s IBC. As a result of the FPA Lock-Up, the DLOM was 1.0%. The Additional FPA is subject to the same FPA Lock-Up, and has embedded optionality such that they may be exercised in any amount up to $2.0 billion. This additional feature, combined with the FPA Lock-Up, resulted in a DLOM of 45.0%. The Discount for Probability of Exercise is a direct result of the embedded option component previously stated. It is modeled by looking at the percentage of additional forward purchase agreements that are funded in other SPACs upon the completion of their initial business combinations resulting in a discount of 79.8%. The following tables present the changes in the fair values of the Outstanding Warrants and FPA:
Transfers between levels during the period are determined and deemed to have occurred at each reporting date. During the year ended December 31, 2021, there were no |
Income Taxes |
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Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | Note 8— Income Taxes The Company’s net deferred tax assets are as follows:
The Company’s income tax provision (benefit) consists of the following:
In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. The Company considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, the Company believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. At December 31, 2021 and December 31, 2020, the valuation allowance was $1,368,457 and $528,795, respectively. A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:
The Company files income tax returns in the U.S. federal jurisdiction and New York. The Company’s tax returns since inception remain open and subject to examination by the taxing authorities. |
Subsequent Events |
12 Months Ended |
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Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
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Reclassification | Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation. |
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Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalent accounts in financial institutions, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company is not exposed to significant risks on such accounts and has not experienced any losses. |
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Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
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Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and income and expenses during the periods reported. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. |
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Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less at the time of purchase to be cash equivalents. At December 31, 2021 and December 31, 2020, cash and cash equivalents on the balance sheets are comprised of cash in bank of $182,037 and $867, respectively, and a money market fund balance of $22,974,640 and $25,347,420, respectively, which are invested solely in U.S. Treasury obligations and cash. |
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Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account As of December 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury obligations. From its inception to December 31, 2021, the Company has withdrawn $596,509 of income earned on the Trust Account to pay for its income tax obligations, all of which was withdrawn during the year ended December 31, 2021. |
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Outstanding Warrants Liabilities and FPA Liabilities/Assets | Outstanding Warrants and FPA Liabilities The Company accounts for the Public Warrants, the Sponsor Warrants and Director Warrants (“Private Placement Warrants”, collectively with the Public Warrants, the “Outstanding Warrants”) and the Forward Purchase Agreement and Director Forward Purchase Agreement (collectively, the “FPA”) in accordance with the guidance contained in ASC
815-40, under which the Outstanding Warrants and FPA do not meet the criteria for equity treatment and must be recorded as derivative liabilities or assets, (the liability related to such Outstanding Warrants, the “Outstanding Warrant liabilities”). Accordingly, the Company classifies the Outstanding Warrants and FPA as derivative liabilities or assets with changes in fair value reflected on the statement of operations at each reporting period. The fair value of the Public Warrants was initially measured using a modified Black-Scholes pricing model and subsequently measured at the closing quoted market price. The Private Placement Warrants and FPA are valued using a modified Black-Scholes pricing model. See Note 7 for further details. |
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Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC
340-10-S99-1 |
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Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” The Company’s conditionally redeemable Class A Common Stock features certain redemption rights that are considered to be outside of its control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021 and December 31, 2020, 200,000,000 shares of Class A Common Stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The |
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Class B Common Stock | Class B Common Stock The Company accounts for its Class B Common Stock as contingently convertible instruments in accordance with the guidance in ASC Topic 505 “Equity.” Accordingly, at December 31, 2021 and December 31, 2020, 100 shares of Class B Common Stock are presented at cost as permanent equity on the Company’s balance sheets. |
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Net Income / (Loss) per Common Share | Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The Company applies the treasury stock method to the Public Warrants sold in the Initial Public Offering, the private placement of the Sponsor and Director Warrants and the Forward Purchase Agreement in the calculation of diluted income (loss) per share. The ability for the Outstanding Warrants to be exercised is contingent upon the occurrence of future events that have not been met as of the end of the reporting period. Similarly, the ability for automatic conversion of Sponsor’s Class B Common Stock into Class A Common Stock is contingent upon the completion of an Initial Business Combination which has not been met as of the end of the reporting period. As a result, the Company has not considered the effect of the Outstanding Warrants or the Class B Common Stock on net income (loss) per common share for the periods presented. The Company’s statements of operations include a presentation of income (loss) per share for common shares in a manner similar to the two-class method of calculating income (loss) per share. Net income (loss) per common share, basic and diluted, for Class A Common Stock subject to possible redemption is calculated by dividing the allocable income earned on the Trust Account, net of applicable income taxes, by the weighted-average number of Class A Common Stock subject to possible redemption outstanding for the period. Net income (loss) per share, basic and diluted, for Class B the 100non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income (loss) attributable to Class A Common Stock subject to possible redemption, by the weighted-average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
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Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
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Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on the Company’s financial statements. |
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Risk and Uncertainties | Risk and Uncertainties Management continues to evaluate the impact of the
COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounting Policies (Tables) |
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Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
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Fair Value Measurements (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents the Company’s assets and liabilities measured at fair value, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value:
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Summary of Fair Value Liabilities of Observable and Unobservable Inputs Of Private Placement Warrants and FPA Liabilities | The expected term is equivalent to each of the warrant and FPA’s remaining contractual term.
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Schedule of Changes in the Fair Values of the Outstanding Warrants and Forward Purchase Agreement | The following tables present the changes in the fair values of the Outstanding Warrants and FPA:
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Forward Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Fair Value Liabilities of Observable and Unobservable Inputs Of Private Placement Warrants and FPA Liabilities |
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Income Taxes (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Deferred Tax Assets And Liabilities | The Company’s net deferred tax assets are as follows:
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Schedule of Components of Income Tax Provision (Benefit) | The Company’s income tax provision (benefit) consists of the following:
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Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:
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Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) |
8 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|
Jun. 24, 2020 |
May 07, 2020 |
Dec. 31, 2020 |
Dec. 31, 2021 |
Jun. 24, 2021 |
|
Cash | $ 867 | $ 182,037 | |||
Money Market Funds, at Carrying Value | 25,347,420 | 22,974,640 | |||
Cash insured with federal insurance | $ 250,000 | ||||
Payments for Taxes | $ 596,509 | ||||
IPO [Member] | |||||
Offering Costs | $ 94,623,187 | ||||
Upfront Underwriting Fees | 35,000,000 | ||||
Deferred Offering Costs | $ 56,250,000 | ||||
Other Offering Costs | 3,373,187 | ||||
Offering Costs Allocable To The Outstanding Warrants Liabilities | 93,710,562 | ||||
Offering costs charged to equity | $ 912,625 | ||||
Common Class A [Member] | |||||
Temporary Equity, Shares Outstanding (in Shares) | 200,000,000 | 200,000,000 | |||
Number of units sold | 100 | ||||
Common Class B [Member] | |||||
Number of units sold | 100 | 100 | 100 |
Initial Public Offering - Additional Information (Details) - Initial Public Offering [Member] |
Jul. 24, 2020
$ / shares
shares
|
---|---|
Initial Public Offering (Details) [Line Items] | |
Number of units sold in initial public offering | shares | 200,000,000 |
Price per unit | $ / shares | $ 20.00 |
Warrant In Each Unit In Initial Public Offering | one-ninth |
Number of Class A common stock in each unit | shares | 1 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 23.00 |
Related Party Transactions - Sponsor Shares (Details) - USD ($) |
8 Months Ended | 12 Months Ended | |
---|---|---|---|
May 07, 2020 |
Dec. 31, 2020 |
Dec. 31, 2021 |
|
Related Party Transactions (Details) - Sponsor Shares [Line Items] | |||
Issuance of Class B Common Stock to Sponsor | $ 25,000 | $ 25,000 | |
Stock holders equity note | one-for-one basis | ||
Common Class B [Member] | |||
Related Party Transactions (Details) - Sponsor Shares [Line Items] | |||
Issuance of common stock (shares) | 100 | 100 | 100 |
Class B Common Stock, share price | $ 250.00 | ||
Common Stock, Voting Rights | 20.0 | ||
Common Class A [Member] | |||
Related Party Transactions (Details) - Sponsor Shares [Line Items] | |||
Issuance of common stock (shares) | 100 | ||
Common Stock, Voting Rights | 80.0 | ||
Sponsor Shares [Member] | |||
Related Party Transactions (Details) - Sponsor Shares [Line Items] | |||
Number of days for a particular event to get over for determning trading period | 180 days |
Related Party Transactions - Forward Purchase Agreement (Details) - USD ($) |
Jun. 21, 2020 |
Jul. 21, 2020 |
---|---|---|
Forward Purchase Agreement [Member] | ||
Related Party Transactions (Details) - Forward Purchase Agreement [Line Items] | ||
Forward Purchase, Price Per Unit (in Dollars per share) | $ 20.00 | |
Number of Warrants that each Forward Purchase Warrants include (in shares) | one-third | |
Number of Class A Common Stock that each Forward Purchase Warrants include (in shares) | 1 | |
Committted Forward Purchase, Value | $ 1,000,000,000 | |
Committted Forward Purchase Units (in Shares) | 50,000,000 | |
Additional Forward Purchase, Value | $ 2,000,000,000 | |
Additional Forward Purchase Units (in Shares) | 100,000,000 | |
Director Forward Purchase Agreement [Member] | ||
Related Party Transactions (Details) - Forward Purchase Agreement [Line Items] | ||
Forward Purchase Director Value | $ 6,000,000 |
Related Party Transactions - Related Party Loans (Details) - USD ($) |
8 Months Ended | ||
---|---|---|---|
Jul. 24, 2020 |
Dec. 31, 2020 |
Dec. 31, 2021 |
|
Related Party Transactions (Details) - Related Party Loans [Line Items] | |||
Amount agreed to be loaned | $ 1,500,000 | ||
Repayments of Related Party Debt | 1,121,320 | $ 1,121,120 | |
Interest expense from related party promissory note | 200 | ||
Notes Payable, Related Parties, Current | $ 0 | $ 0 | $ 0 |
Related Party Transactions - Assignment Agreement (Detail) - USD ($) |
Jul. 18, 2021 |
Jul. 24, 2020 |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|---|---|
Related Party Transactions Assignment Agreement [Line Items] | ||||
Amount agreed to be loaned | $ 1,500,000 | |||
Notes Payable, Related Parties, Current | $ 0 | $ 0 | $ 0 | |
Vivendi [Member] | ||||
Related Party Transactions Assignment Agreement [Line Items] | ||||
Amount agreed to be loaned | $ 25,065,931 | |||
Promissory Note [Member] | ||||
Related Party Transactions Assignment Agreement [Line Items] | ||||
Notes Payable, Related Parties, Current | $ 378,880 | $ 378,880 |
Related Party Transactions - Due to Related Party (Detail) |
12 Months Ended |
---|---|
Dec. 31, 2021
USD ($)
| |
Due to related party | $ 3,789 |
Proposed Initial Business Combination [Member] | |
Related party transaction expenses | 25,148,893 |
Proposed Initial Business Combination [Member] | Pershing Square Holdings Ltd. [Member] | |
Reimbursement received from related party | 25,152,682 |
Excess reimbursmeent received due to change in foreign exchange rates | $ 3,789 |
Fair Value Measurements - Schedule of Fair Value Measurement (Details) - USD ($) |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Assets: | ||
Cash and marketable securities held in Trust Account | $ 4,002,943,971 | $ 4,001,690,454 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring | ||
Assets: | ||
Cash and marketable securities held in Trust Account | 4,002,943,971 | 4,001,690,454 |
Liabilities: | ||
Outstanding Warrants Liability – Public Warrants | 29,333,333 | 213,333,331 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring | ||
Assets: | ||
Committed Forward Purchase Agreement Asset | 6,569,180 | |
Liabilities: | ||
Outstanding Warrants Liability – Private Placement Warrants | 196,006,593 | 249,371,353 |
Committed Forward Purchase Agreement Liability | 429,783,320 | |
Additional Forward Purchase Agreement Liability | $ 1,680,000 | $ 164,110,000 |
Income Taxes - Summary Deferred Tax Assets And Liabilities (Details) - USD ($) |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Deferred tax assets: | ||
Startup expenses / Organizational costs | $ 1,446,417 | $ 567,112 |
Total deferred tax assets | 1,446,417 | 567,112 |
Valuation Allowance | (1,368,457) | (528,795) |
Deferred tax liabilities: | ||
Unrealized gains on marketable securities | (77,960) | (38,317) |
Total deferred tax liabilities | (77,960) | (38,317) |
Net deferred tax asset, net of allowance | $ 0 | $ 0 |
Income Taxes - Schedule Of Components Of Income Tax Provision (Benefit) (Details) - USD ($) |
8 Months Ended | 12 Months Ended | |
---|---|---|---|
Dec. 31, 2020 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
Current | |||
Federal | $ 307,349 | $ 289,155 | |
State | 0 | ||
Deferred | |||
Federal | (839,663) | (528,795) | |
State | 0 | ||
Change in valuation allowance | 839,663 | 528,795 | |
Income tax provision | $ 289,155 | $ 307,349 | $ 289,155 |
Income Taxes - Additional Information (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
|
State and Local Jurisdiction [Member] | ||
Income Tax Authority [Line Items] | ||
Increase in income tax valuation allowance | $ 1,368,457 | $ 528,795 |
Income Taxes - Schedule Of Effective Income Tax Rate Reconciliation (Details) |
8 Months Ended | 12 Months Ended | |
---|---|---|---|
Dec. 31, 2020 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Statutory federal income tax rate | 21.00% | 21.00% | |
State taxes, net of federal tax benefit | 0.00% | 0.00% | |
Change in fair value of Forward Purchase Agreement liabilities/assets | (15.10%) | (13.10%) | |
Change in fair value of Outstanding Warrant liabilities | (6.00%) | (7.90%) | |
Offering costs allocable to Outstanding Warrant liabilities | 0.00% | 0.00% | |
Change in valuation allowance | 0.10% | 0.00% | |
Income tax provision | 0.00% | 0.00% |
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