Pershing Square Tontine (PSTH) 10-K/A4 Mar 222021 FY Annual report (amended)Financial data

Company Profile

Cover Page

Cover Page - USD ($)	12 Months Ended
Cover Page - USD ($)	Dec. 31, 2021	Mar. 04, 2022	Jun. 30, 2021
Document Information Line Items
Entity Registrant Name	PERSHING SQUARE TONTINE HOLDINGS, LTD.
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Amendment Flag	true
Entity Central Index Key	0001811882
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	true
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-39396
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-0930174
Entity Address, Address Line One	787 Eleventh Avenue
Entity Address, Address Line Two	Ninth Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	813-3700
Entity Interactive Data Current	Yes
Entity Public Float			$ 4,552,000,000
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
ICFR Auditor Attestation Flag	true
Auditor Firm ID	688
Auditor Name	Marcum LLP
Auditor Location	Melville, New York, United States of America
Amendment Description	Pershing Square Tontine Holdings, Ltd. (the “Company”) filed its Annual Report on Form 10-K as of and for the year ended December 31, 2021 (the “Original Filing”) with the Securities and Exchange Commission on March 3, 2022. The Company is filing this Form 10-K/A, Amendment No. 1 (this “Amendment”) solely to correct a transcription error in which the Company’s independent registered public accounting firm included seven additional unintended words in their report set forth on page F-2. Except for the deletion of those words, this Amendment does not amend or update any other information contained in the Original Filing.
Common Class A [Member]
Document Information Line Items
Trading Symbol	PSTH
Entity Common Stock, Shares Outstanding		200,000,000
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NYSE
Redeemable Convertible Preferred Stock [Member]
Document Information Line Items
Trading Symbol	PSTH.WS
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $23.00
Security Exchange Name	NYSE
Common Class B [Member]
Document Information Line Items
Entity Common Stock, Shares Outstanding		100

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current Assets:
Cash and cash equivalents	$ 23,156,677	$ 25,348,287
Prepaid expenses	939,289	2,601,472
Dividends receivable from operating account	203	220
Total Current Assets	24,096,169	27,949,979
Forward Purchase Agreement assets	4,889,180	0
Cash and marketable securities held in Trust Account	4,002,943,971	4,001,690,454
Total Assets	4,031,929,320	4,029,640,433
Current Liabilities:
Accrued expenses	1,823,470	1,207,263
Accrued offering costs	0	85,000
Income taxes payable		289,155
Due to related party	3,789
Total Current Liabilities	1,827,259	1,581,418
Forward Purchase Agreement liabilities	(4,889,180)	593,893,320
Outstanding Warrant liabilities	225,339,926	462,704,684
Deferred underwriting fees payable	56,250,000	56,250,000
Total Liabilities	283,417,185	1,114,429,422
Commitments and Contingencies
Class A Common Stock, $0.0001 par value, 200,000,000 shares subject to possible redemption at redemption value		4,001,401,299
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	25,000	25,000
Accumulated deficit	(254,456,836)	(1,086,215,288)
Total Stockholders' Deficit	(254,431,836)	(1,086,190,288)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	4,031,929,320	4,029,640,433
Common Class A [Member]
Current Liabilities:
Class A Common Stock, $0.0001 par value, 200,000,000 shares subject to possible redemption at redemption value	4,002,943,971	$ 4,001,401,299
Stockholders' Deficit
Common stock	0
Common Class B [Member]
Stockholders' Deficit
Common stock

Balance Sheets (Parentheticals)

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 Operations

Statements Of Operations - USD ($)	8 Months Ended	12 Months Ended
Statements Of Operations - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Interest and dividend income	$ 1,428	$ 2,146
Legal fees	(348,159)	(3,242,404)
Insurance	(743,291)	(1,653,238)
Printing	(5,562)	(57,823)
Accounting	(20,291)	(380,814)
Franchise tax	(132,290)	(200,000)
Research	(192,582)	(24,545)
Other	(47,033)	(175,950)
Loss from operations	(1,487,780)	(5,732,628)
IBC related fees	(1,343,817)	(23,805,076)
Reimbursement of cancelled IBC	0	25,148,893
IBC related fees	(1,343,817)	1,343,817
Dividends earned on marketable securities held in Trust Account	16,394	99,839
Realized gains on marketable securities held in Trust Account	1,491,597	1,561,412
Change in unrealized gains on marketable securities held in Trust Account	182,463	188,775
Income earned in Trust Account	1,690,454	1,850,026
Offering costs allocable to Outstanding Warrant liabilities	(912,625)	0
Change in fair value of Forward Purchase Agreement liabilities/assets	(593,893,320)	598,782,500
Change in fair value of Outstanding Warrant liabilities	(358,644,962)	237,364,758
Other income/(loss)	(953,450,907)	836,147,258
Income/(loss) before income tax provision	(954,592,050)	833,608,473
Income tax provision	(289,155)	(307,349)
Net income/(loss)	$ (954,881,205)	$ 833,301,124
Common Class A [Member] \| Common Stock Subject to Mandatory Redemption [Member]
Basic weighted-average shares outstanding, Class A Common Stock subject to possible redemption	200,000,000	200,000,000
Basic net income per share, Class A Common Stock subject to possible redemption	$ 0.01	$ 0.01
Diluted weighted-average shares outstanding, Class A Common Stock subject to possible redemption	224,130,690	219,454,901
Diluted net income per share, Class A Common Stock subject to possible redemption	$ 0.01	$ 0.01
Basic and diluted weighted-average shares outstanding, Non-redeemable Class B Common Stock	224,130,690	219,454,901
Basic net income/(loss) per share, Non-redeemable Class B Common Stock	$ 0.01	$ 0.01
Diluted net income/(loss) per share, Non-redeemable Class B Common Stock	0.01	0.01
Common Class B [Member] \| Common Stock Subject to Mandatory Redemption [Member]
Basic net income per share, Class A Common Stock subject to possible redemption	$ (9,562,825.04)	$ 8,317,584.47
Diluted weighted-average shares outstanding, Class A Common Stock subject to possible redemption	100	100
Diluted net income per share, Class A Common Stock subject to possible redemption	$ (9,562,825.04)	$ 2,329,759.47
Basic and diluted weighted-average shares outstanding, Non-redeemable Class B Common Stock	100	100
Basic net income/(loss) per share, Non-redeemable Class B Common Stock	$ (9,562,825.04)	$ 8,317,584.47
Diluted net income/(loss) per share, Non-redeemable Class B Common Stock	$ (9,562,825.04)	$ 2,329,759.47

Statements of Changes in Stockh

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

Statements Of Cash Flows

Statements Of Cash Flows - USD ($)	8 Months Ended	12 Months Ended
Statements Of Cash Flows - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Cash flows from operating activities:
Net income/(loss)	$ (954,881,205)	$ 833,301,124
Adjustments to reconcile net income/(loss) to net cash used in operating activities:
Offering costs allocable to Outstanding Warrant liabilities	912,625	0
Change in fair value of Forward Purchase Agreement liabilities/assets	593,893,320	(598,782,500)
Change in fair value of Outstanding Warrant liabilities	358,644,962	(237,364,758)
Dividends earned on marketable securities held in Trust Account	(16,394)	(99,839)
Realized gains on marketable securities held in Trust Account	(1,491,597)	(1,561,412)
Change in unrealized gains on marketable securities held in Trust Account	(182,463)	(188,775)
Changes in operating assets and liabilities:
Dividends receivable from operating account	(220)	17
Prepaid expenses	(2,601,472)	1,662,183
Accrued expenses	1,207,263	616,207
Income taxes payable	289,155	(289,155)
Due to related party		3,789
Net cash used in operating activities	(4,226,026)	(2,703,119)
Cash flows from investing activities:
Investment of cash in Trust Account	(4,000,000,000)	0
Cash withdrawn from Trust Account to pay income taxes	0	596,509
Net cash provided by/(used in) investing activities	(4,000,000,000)	596,509
Cash flows from financing activities:
Proceeds from sale of Units	4,000,000,000
Proceeds from sale of Sponsor and Director Warrants	67,837,500
Payment of underwriting fees	(35,000,000)
Proceeds from promissory note – related party	1,121,120
Payment of offering costs	(3,288,187)	(85,000)
Repayment of promissory note – related party	(1,121,120)
Proceeds from issuance of Class B Common Stock to Sponsor	25,000
Net cash provided by financing activities	4,029,574,313	(85,000)
Net change in cash	25,348,287	(2,191,610)
Cash and cash equivalents – beginning of period	0	25,348,287
Cash and cash equivalents – end of period	25,348,287	23,156,677
Supplemental disclosure of cash flow information:
Cash paid for income taxes	0	(596,509)
Supplemental disclosure of non-cash activities:
Deferred underwriting fees payable	56,250,000	56,250,000
Initial classification of common stock subject to possible redemption	4,000,000,000
Change in value of common stock subject to possible redemption	$ 1,401,299	$ 1,542,672

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
Description of Organization and Business Operations	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 st 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 pro-rata 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 $ 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 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 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 Accounti

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2021
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, 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 Net income (loss) per share, basic and diluted, for Class B non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): 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 $ 1,850,026 $ 1,850,026 $ 1,690,454 $ 1,690,454 Income taxes (307,349) (307,349) (289,155) (289,155) Net earnings $ 1,542,677 $ 1,542,677 $ 1,401,299 $ 1,401,299 Denominator: Weighted-average Class A Common Stock subject to possible redemption Weighted-average shares outstanding, Class A Common Stock subject to possible redemption 200,000,000 219,454,901 200,000,000 224,130,690 Net income per share, Class A Common Stock subject to possible redemption $ 0.01 $ 0.01 $ 0.01 $ 0.01 Non-Redeemable Numerator: Net income/(loss) minus net earnings and change in fair value of FPA assets/liabilities Net income/(loss) $ 833,301,124 $ 833,301,124 $(954,881,205) $(954,881,205) Net earnings allocable to Class A Common Stock subject to possible redemption (1,542,677) (1,542,677) (1,401,299) (1,401,299) Change in fair value of FPA assets/liabilities – (598,782,500) – – Non-redeemable $ 831,758,447 $ 232,975,947 $(956,282,504) $(956,282,504) Denominator: Weighted-average Non-redeemable Weighted-average shares outstanding, Non-redeemable 100 100 100 100 Net income/(loss) per share, Non-redeemable $ 8,317,584.47 $ 2,329,759.47 $(9,562,825.04) $(9,562,825.04) 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 Risk and Uncertainties Management continues to evaluate the impact of the COVID-19

Initial Public Offering

Initial Public Offering	12 Months Ended
Initial Public Offering	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 pro-rata

Related Party Transactions

Related Party Transactions	12 Months Ended
Related Party Transactions	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 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 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

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	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 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 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. 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 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

Stockholders' Equity	12 Months Ended
Stockholders' Equity	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 Redemption of Warrants when the price per share of Class A Common Stock equals or exceeds $36.00. • in whole and not in part; • at a price of $0.01 per Warrant; • upon a minimum of 30 days’ prior written notice of redemption to each Warrant holder, provided that holders will be able to exercise their Warrants prior to the time of redemption and, at the Company’s election, any such exercise may be required to be on a cashless basis as described below; and • if, and only if, the daily volume-weighted average price of the Class A Common Stock equals or exceeds $36.00 per share (subject to adjustments) for any 20 trading days within a 30-trading-day 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 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 • in whole and not in part; • at $0.10 per Warrant • upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table included in the Company’s Prospectus filed with the SEC, based on the redemption date and the “fair market value” of the Class A Common Stock except as otherwise described below; and • if, and only if, the daily volume-weighted average price of the Class A Common Stock equals or exceeds $20.00 per Public Share (subject to adjustments) for any 20 trading days within the 30-trading-day 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 split-up 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 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) 12b-2 13d-3 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 were and $ 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

Fair Value Measurements	12 Months Ended
Fair Value Measurements	Dec. 31, 2021
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: 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. 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: December 31, Description Level 2021 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 4,002,943,971 $ 4,001,690,454 Committed Forward Purchase Agreement Asset 3 6,569,180 – Liabilities: Outstanding Warrants Liability – Public Warrants 1 29,333,333 213,333,331 Outstanding Warrants Liability – Private Placement Warrants 3 196,006,593 249,371,353 Committed Forward Purchase Agreement Liability 3 – 429,783,320 Additional Forward Purchase Agreement Liability 3 1,680,000 164,110,000 As of December 31, 2021, the net fair value of the committed FPA and additional FPA was Initial Measurement In accordance with ASC 815-40, Subsequent Measurement The Company, at each reporting period, re-evaluates 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 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. December 31, Inputs – Private Placement Warrants 2021 2020 Strike Price $24.00 $24.00 Risk-Free Interest Rate 1.53% 0.73% Observed Stock Price $19.72 $27.72 Public Warrant Price $1.32 $9.60 Term (Years) 10.28 10.78 Volatility 25.0% 25.0% Illiquidity Discount 20.0% 17.0% Probability of Warrant Renegotiation 18.8% 24.5% 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 lock-up, December 31, Inputs – Forward Purchase Agreements 2021 2020 Exercise Price $20.00 $20.00 Risk-Free Interest Rate 0.07% 0.14% Observed Stock Price $19.72 $27.72 Public Warrant Price $1.32 $9.60 Term (Years) 0.28 0.78 Discount for Lack of Marketability – Committed FPA 1.0% 3.0% Discount for Lack of Marketability – Additional FPA 45.0% 8.0% Discount for Probability of Exercise – Additional FPA 79.8% 79.8% 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 Lock-Up”), Lock-Up, Lock-Up, Lock-Up, The following tables present the changes in the fair values of the Outstanding Warrants and FPA: Outstanding Warrants Liability Public Warrants Private Placement Total Outstanding Fair Value at May 4, 2020 (inception) $ – $ – $ – Initial Measurement 36,222,222 67,837,500 104,059,722 Change in Fair Value 177,111,109 181,533,853 358,644,962 Fair Value at December 31, 2020 213,333,331 249,371,353 462,704,684 Change in Fair Value (183,999,998 ) (53,364,760 ) (237,364,758 ) Fair Value at December 31, 2021 $ 29,333,333 $ 196,006,593 $ 225,339,926 FPA Liability / (Asset) Committed Forward Additional Forward Total Forward Fair Value at May 4, 2020 (inception) $ – $ – $ – Initial Measurement – – – Change in Fair Value 429,783,320 164,110,000 593,893,320 Fair Value at December 31, 2020 – Liability 429,783,320 164,110,000 593,893,320 Change in Fair Value (436,352,500 ) (162,430,000 ) (598,782,500 ) Fair Value at December 31, 2021 – Liability / (Asset) $ (6,569,180 ) $ 1,680,000 $ (4,889,180 ) 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

Income Taxes	12 Months Ended
Income Taxes	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Note 8— Income Taxes The Company’s net deferred tax assets are as follows: December 31, 2021 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 $ — $ — The Company’s income tax provision (benefit) consists of the following: December 31, 2021 2020 Current Federal $ 307,349 $ 289,155 State — — Deferred Federal (839,663 ) (528,795 ) State — — Change in valuation allowance 839,663 528,795 Income tax provision $ 307,349 $ 289,155 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: December 31, 2021 2020 Statutory federal income tax rate 21.0% 21.0% State taxes, net of federal tax benefit 0.0% 0.0% Change in fair value of Forward Purchase Agreement liabilities (15.1%) (13.1%) Change in fair value of Outstanding Warrant liabilities (6.0%) (7.9%) Offering — (0.0%) Change in valuation allowance 0.1% (0.0%) Income tax provision (0.0%) (0.0%) 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

Subsequent Events	12 Months Ended
Subsequent Events	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 Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2021
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.
Reclassification	Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation.
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.
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.
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.
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.
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.
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,
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
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
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.
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 Net income (loss) per share, basic and diluted, for Class B non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): 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 $ 1,850,026 $ 1,850,026 $ 1,690,454 $ 1,690,454 Income taxes (307,349) (307,349) (289,155) (289,155) Net earnings $ 1,542,677 $ 1,542,677 $ 1,401,299 $ 1,401,299 Denominator: Weighted-average Class A Common Stock subject to possible redemption Weighted-average shares outstanding, Class A Common Stock subject to possible redemption 200,000,000 219,454,901 200,000,000 224,130,690 Net income per share, Class A Common Stock subject to possible redemption $ 0.01 $ 0.01 $ 0.01 $ 0.01 Non-Redeemable Numerator: Net income/(loss) minus net earnings and change in fair value of FPA assets/liabilities Net income/(loss) $ 833,301,124 $ 833,301,124 $(954,881,205) $(954,881,205) Net earnings allocable to Class A Common Stock subject to possible redemption (1,542,677) (1,542,677) (1,401,299) (1,401,299) Change in fair value of FPA assets/liabilities – (598,782,500) – – Non-redeemable $ 831,758,447 $ 232,975,947 $(956,282,504) $(956,282,504) Denominator: Weighted-average Non-redeemable Weighted-average shares outstanding, Non-redeemable 100 100 100 100 Net income/(loss) per share, Non-redeemable $ 8,317,584.47 $ 2,329,759.47 $(9,562,825.04) $(9,562,825.04)
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.
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
Risk and Uncertainties	Risk and Uncertainties Management continues to evaluate the impact of the COVID-19

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
Summary of Significant Accounting Policies (Tables)	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): 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 $ 1,850,026 $ 1,850,026 $ 1,690,454 $ 1,690,454 Income taxes (307,349) (307,349) (289,155) (289,155) Net earnings $ 1,542,677 $ 1,542,677 $ 1,401,299 $ 1,401,299 Denominator: Weighted-average Class A Common Stock subject to possible redemption Weighted-average shares outstanding, Class A Common Stock subject to possible redemption 200,000,000 219,454,901 200,000,000 224,130,690 Net income per share, Class A Common Stock subject to possible redemption $ 0.01 $ 0.01 $ 0.01 $ 0.01 Non-Redeemable Numerator: Net income/(loss) minus net earnings and change in fair value of FPA assets/liabilities Net income/(loss) $ 833,301,124 $ 833,301,124 $(954,881,205) $(954,881,205) Net earnings allocable to Class A Common Stock subject to possible redemption (1,542,677) (1,542,677) (1,401,299) (1,401,299) Change in fair value of FPA assets/liabilities – (598,782,500) – – Non-redeemable $ 831,758,447 $ 232,975,947 $(956,282,504) $(956,282,504) Denominator: Weighted-average Non-redeemable Weighted-average shares outstanding, Non-redeemable 100 100 100 100 Net income/(loss) per share, Non-redeemable $ 8,317,584.47 $ 2,329,759.47 $(9,562,825.04) $(9,562,825.04)

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
Fair Value Measurements (Tables)	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: December 31, Description Level 2021 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 4,002,943,971 $ 4,001,690,454 Committed Forward Purchase Agreement Asset 3 6,569,180 – Liabilities: Outstanding Warrants Liability – Public Warrants 1 29,333,333 213,333,331 Outstanding Warrants Liability – Private Placement Warrants 3 196,006,593 249,371,353 Committed Forward Purchase Agreement Liability 3 – 429,783,320 Additional Forward Purchase Agreement Liability 3 1,680,000 164,110,000
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. December 31, Inputs – Private Placement Warrants 2021 2020 Strike Price $24.00 $24.00 Risk-Free Interest Rate 1.53% 0.73% Observed Stock Price $19.72 $27.72 Public Warrant Price $1.32 $9.60 Term (Years) 10.28 10.78 Volatility 25.0% 25.0% Illiquidity Discount 20.0% 17.0% Probability of Warrant Renegotiation 18.8% 24.5%
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: FPA Liability / (Asset) Committed Forward Additional Forward Total Forward Fair Value at May 4, 2020 (inception) $ – $ – $ – Initial Measurement – – – Change in Fair Value 429,783,320 164,110,000 593,893,320 Fair Value at December 31, 2020 – Liability 429,783,320 164,110,000 593,893,320 Change in Fair Value (436,352,500 ) (162,430,000 ) (598,782,500 ) Fair Value at December 31, 2021 – Liability / (Asset) $ (6,569,180 ) $ 1,680,000 $ (4,889,180 ) Outstanding Warrants Liability Public Warrants Private Placement Total Outstanding Fair Value at May 4, 2020 (inception) $ – $ – $ – Initial Measurement 36,222,222 67,837,500 104,059,722 Change in Fair Value 177,111,109 181,533,853 358,644,962 Fair Value at December 31, 2020 213,333,331 249,371,353 462,704,684 Change in Fair Value (183,999,998 ) (53,364,760 ) (237,364,758 ) Fair Value at December 31, 2021 $ 29,333,333 $ 196,006,593 $ 225,339,926
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	December 31, Inputs – Forward Purchase Agreements 2021 2020 Exercise Price $20.00 $20.00 Risk-Free Interest Rate 0.07% 0.14% Observed Stock Price $19.72 $27.72 Public Warrant Price $1.32 $9.60 Term (Years) 0.28 0.78 Discount for Lack of Marketability – Committed FPA 1.0% 3.0% Discount for Lack of Marketability – Additional FPA 45.0% 8.0% Discount for Probability of Exercise – Additional FPA 79.8% 79.8%

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
Income Taxes (Tables)	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Summary Deferred Tax Assets And Liabilities	The Company’s net deferred tax assets are as follows: December 31, 2021 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 $ — $ —
Schedule of Components of Income Tax Provision (Benefit)	The Company’s income tax provision (benefit) consists of the following: December 31, 2021 2020 Current Federal $ 307,349 $ 289,155 State — — Deferred Federal (839,663 ) (528,795 ) State — — Change in valuation allowance 839,663 528,795 Income tax provision $ 307,349 $ 289,155
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: December 31, 2021 2020 Statutory federal income tax rate 21.0% 21.0% State taxes, net of federal tax benefit 0.0% 0.0% Change in fair value of Forward Purchase Agreement liabilities (15.1%) (13.1%) Change in fair value of Outstanding Warrant liabilities (6.0%) (7.9%) Offering — (0.0%) Change in valuation allowance 0.1% (0.0%) Income tax provision (0.0%) (0.0%)

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Details) - USD ($)	Jul. 24, 2020	Dec. 31, 2020	Dec. 31, 2021	May 03, 2020
Description of Organization and Business Operations (Details) [Line Items]
Proceeds from Issuance Initial Public Offering	$ 4,000,000,000	$ 4,000,000,000
Warrants and Rights Outstanding		462,704,684	$ 225,339,926	$ 0
Proceeds from Issuance of Warrants		67,837,500
Transaction Cost Related To Issuance Of Common Stock	94,623,187
Payments for Underwriting Expense	35,000,000		30,000,000
Deferred Underwriting Fees	56,250,000
Payments of Stock Issuance Costs	3,373,187
Cash and Cash Equivalents, at Carrying Value		25,348,287	23,156,677
Minimum net tangible asset upon consummation of business combination			$ 5,000,001
Common stock, par value (in Dollars per share)			$ 0.0001
Expenses payable on dissolution			$ 100,000
Percent of redemption of public shares			100.00%
Business Combination Aggregate Fair Market Value On Assets Held In Trust Percentage			80.00%
Minimum [Member]
Description of Organization and Business Operations (Details) [Line Items]
Equity metohd investment ownership percentage			50.00%
Pershing Square TH Sponsor Limited Liability Company [Member]
Description of Organization and Business Operations (Details) [Line Items]
Assets under management			$ 18,500,000,000
Held Outside the Trust Account [Member]
Description of Organization and Business Operations (Details) [Line Items]
Cash and Cash Equivalents, at Carrying Value		$ 25,348,287	23,156,677
US Treasury Securities [Member]
Description of Organization and Business Operations (Details) [Line Items]
Assets Held-in-trust			$ 4,003,040,000
Sponsor Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Proceeds from Issuance of Warrants	65,000,000
Director Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Proceeds from Issuance of Warrants	$ 2,837,500
Common Class A [Member]
Description of Organization and Business Operations (Details) [Line Items]
Units Issued During Period, Shares, New Issues (in Shares)	200,000,000
Shares Issued, Price Per Share (in Dollars per share)	$ 20
Warrants and Rights Outstanding	$ 44,444,444
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Maximum percentage of shares eligible for redemption an without restriction			15.00%
Common Class A [Member] \| Redemption Of Public Shares In Case Business Combination Does Not Occur [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of days after the due date of business combination before which the pubic shares shall be redeemed			10 days

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	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

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)	8 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Numerator: Earnings allocable to Class A Common Stock subject to possible redemption
Income earned in Trust Account	$ 1,690,454	$ 1,850,026
Income taxes	289,155	307,349	$ 289,155
Numerator: Net income/(loss) minus net earnings and change in fair value of FPA assets/liabilities
Net income/(loss)	(954,881,205)	833,301,124
Change in fair value of FPA assets/liabilities	$ 593,893,320	$ (598,782,500)
Common Class A [Member] \| Common Stock Subject to Mandatory Redemption [Member]
Denominator: Weighted-average Class A Common Stock subject to possible redemption
Basic and diluted net income per share, Class A Common Stock subject to possible redemption	$ 0.01	$ 0.01
Common Class A [Member] \| Common Stock Subject to Mandatory Redemption [Member] \| Basic [Member]
Numerator: Earnings allocable to Class A Common Stock subject to possible redemption
Income earned in Trust Account	$ 1,690,454	$ 1,850,026
Income taxes	(289,155)	(307,349)
Net earnings	$ 1,401,299	$ 1,542,677
Denominator: Weighted-average Class A Common Stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible Redemption	200,000,000	200,000,000
Basic and diluted net income per share, Class A Common Stock subject to possible redemption	$ 0.01	$ 0.01
Common Class A [Member] \| Common Stock Subject to Mandatory Redemption [Member] \| Diluted [Member]
Numerator: Earnings allocable to Class A Common Stock subject to possible redemption
Income earned in Trust Account	$ 1,690,454	$ 1,850,026
Income taxes	(289,155)	(307,349)
Net earnings	$ 1,401,299	$ 1,542,677
Denominator: Weighted-average Class A Common Stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible Redemption	224,130,690	219,454,901
Basic and diluted net income per share, Class A Common Stock subject to possible redemption	$ 0.01	$ 0.01
Common Class B [Member] \| Common Stock Subject to Mandatory Redemption [Member]
Denominator: Weighted-average Class A Common Stock subject to possible redemption
Basic and diluted net income per share, Class A Common Stock subject to possible redemption	$ (9,562,825.04)	$ 8,317,584.47
Common Class B [Member] \| Common Stock Not Subject To Mandatory Redemption [Member] \| Basic [Member]
Numerator: Net income/(loss) minus net earnings and change in fair value of FPA assets/liabilities
Net income/(loss)	$ (954,881,205)	$ 833,301,124
Net earnings	(1,401,299)	(1,542,677)
Change in fair value of FPA assets/liabilities	0	0
Non-redeemable net income/(loss) Basic	$ (956,282,504)	$ 831,758,447
Denominator: Weighted-average Non-redeemable Class A and Class B Common Stock
Basic and diluted weighted average shares outstanding, Non-redeemable Class A and Class B Common Stock	100	100
Basic and diluted net income/(loss) per share, Non-redeemable Class A and Class B Common Stock	(9,562,825.04)	8,317,584.47
Common Class B [Member] \| Common Stock Not Subject To Mandatory Redemption [Member] \| Diluted [Member]
Numerator: Net income/(loss) minus net earnings and change in fair value of FPA assets/liabilities
Net income/(loss)	$ (954,881,205)	$ 833,301,124
Net earnings	(1,401,299)	(1,542,677)
Change in fair value of FPA assets/liabilities	0	(598,782,500)
Non-redeemable net income/(loss) Diluted	$ (956,282,504)	$ 232,975,947
Denominator: Weighted-average Non-redeemable Class A and Class B Common Stock
Basic and diluted weighted average shares outstanding, Non-redeemable Class A and Class B Common Stock	100	100
Basic and diluted net income/(loss) per share, Non-redeemable Class A and Class B Common Stock	(9,562,825.04)	2,329,759.47

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details) - Initial Public Offering [Member]	Jul. 24, 2020$ / sharesshares
Initial Public Offering (Details) [Line Items]
Number of units sold in initial public offering \| shares	200,000,000
Price per unit \| $ / shares	$ 20
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

Related Party Transactions - Sp

Related Party Transactions - Sponsor Shares (Details) - USD ($)	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
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 - _2

Related Party Transactions - Sponsor and Director Warrants (Details) - USD ($)	Jul. 24, 2020	May 07, 2020	Dec. 31, 2020	Dec. 31, 2021
Related Party Transactions (Details) - Sponsor and Director Warrants [Line Items]
Proceeds from Issuance of Warrants			$ 67,837,500
Stock Issued During Period, Value, New Issues		$ 25,000	$ 25,000
Aggregate percentage of exercisable common shares outstanding of the post-combination business on a fully diluted basis				6.21%
Term of warrants				5 years
Payments for Underwriting Expense	$ 35,000,000			$ 30,000,000
Director Warrants [Member]
Related Party Transactions (Details) - Sponsor and Director Warrants [Line Items]
Proceeds from Issuance of Warrants				$ 2,837,500
Warrant Exercise Price (in Dollars per share)				$ 24
Threshold period for not to transfer, assign or sell any of their warrants after the completion of the initial business combination				3 years
Aggregate percentage of exercisable common shares outstanding of the post-combination business on a fully diluted basis				0.26%
Term of warrants				10 years
Sponsor Warrants [Member]
Related Party Transactions (Details) - Sponsor and Director Warrants [Line Items]
Proceeds from Issuance of Warrants				$ 65,000,000
Threshold period for not to transfer, assign or sell any of their warrants after the completion of the initial business combination				3 years
Warrant Exercise Price (in Dollars per share)				$ 24
Stock Issued During Period, Value, New Issues				$ 4,000,000,000
Aggregate percentage of exercisable common shares outstanding of the post-combination business on a fully diluted basis				5.95%
Term of warrants				10 years
Payments for Underwriting Expense				$ 35,000,000

Related Party Transactions - Fo

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
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 - Re

Related Party Transactions - Related Party Loans (Details) - USD ($)	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 - As

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 - Du

Related Party Transactions - Due to Related Party (Detail)	12 Months Ended
Related Party Transactions - Due to Related Party (Detail)	Dec. 31, 2021USD ($)
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

Commitments - Additional Inform

Commitments - Additional Information (Details)	Jul. 19, 2021USD ($)	Jun. 20, 2021USD ($)	Jul. 24, 2020USD ($)	Dec. 31, 2021USD ($)	Jul. 08, 2021shares	Jun. 30, 2021$ / shares	Jun. 20, 2021€ / shares
Deferred Underwriting Fee Per Unit				$ 0.28
Deferred Underwriting Fees Payable				56,250,000
Payments for Underwriting Expense			$ 35,000,000	$ 30,000,000
Deferred Underwriting Fee gross offering proceeds percent				2.00%
Proceeds from initial business combinations				$ 2,000,000,000
Aggregate deferred underwriting fees payable percentage				25.00%
Deferred underwriting fees payable description				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.
Other Deferred Underwriting Fee Payable				$ 12,500,000
Net Asset Value Per Share \| $ / shares						$ 22
Distributable Tontine Redeemable Warrants [Member]
Stockholders' Equity, Reverse Stock Split		1:4
Sponsor Warrants [Member]
Payments for Underwriting Expense				35,000,000
Sponsor Warrants [Member] \| Remainco [Member]
Percentage of exercise price over net asset value per share							120.00%
Pershing Square Funds [Member] \| Committed Forward Purchase Units [Member]
Consideration received				1,000,000,000
Pershing Square Funds [Member] \| Additional Forward Purchase Units [Member]
Consideration received		$ 600
Pershing Square Funds [Member] \| Forward Purchase Agreement [Member]
Consideration received		1,600,000,000
Pershing Square Holdings Ltd. [Member] \| Assignment Agreement [Member] \| Universal Music Group B.v [Member]
Minimum Percentage Of Share Capital Purchase Of Subsidiary Company	5.00%
Vivendi [Member]
Business acquisation share price \| € / shares							€ 10
Universal Music Group B V [Member] \| Pershing Square Holdings Ltd. [Member] \| Assignment Agreement [Member]
Minimum Percentage Of Share Capital Purchase Of Subsidiary Company	5.00%
Universal Music Group B V [Member] \| Proposed Initial Business Combination [Member] \| Share Purchase Agreement With Vivendi S E [Member]
Percenatge of acquisation acquired							10.00%
Consideration		$ 4,000,000,000
Universal Music Group B V [Member] \| Cancellation Of Proposed Initial Business Combination [Member] \| Share Purchase Agreement With Vivendi S E [Member]
Reimbursement of transaction expenses	$ 25,100,000
Maximum [Member]
Payments for Underwriting Expense				$ 56,250,000
Director Warrants [Member] \| Remainco [Member]
Percentage of fair market value of the director warrants to be exchanged with shares							72.00%
Percentage of fair market value of the director warrants to be unexchanged with shares							28.00%
Common Class A [Member] \| Warrant Exchange Offer [Member]
Number of securities called by each warrant or right to be exchanged \| shares					0.2650

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 30, 2020
Stockholders' Equity (Details) [Line Items]
Common Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Outstanding	0	0
Warrant Expiration Term	5 years
Preferred Stock, Shares Issued	0	0
Percentage Of Proceeds From Share Issuances	60.00%
Temporary Equity, Carrying Amount, Attributable to Parent		$ 4,001,401,299
Commitments	$ 23,156,677	$ 25,348,287
Percent Of Redemption Of Public Shares	100.00%
Business Combination Agreement [Member]
Stockholders' Equity (Details) [Line Items]
Business Acquisition, Share Price	$ 100
Redeemable Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)	$ 23
Public Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Minimum Period Required For Filing SEC Registration Statement From The Date Of Business Combination	15 days
Minimum Lock In Period Required For Warrant Exercise From The Date Of Business Combination	60 days
Private Placement Warrants [Member] \| Share Trigger Price One [Member]
Stockholders' Equity (Details) [Line Items]
Minimum Notice Period For Warrants Redemption	30 days
Private Placement Warrants [Member] \| Share Trigger Price Two [Member]
Stockholders' Equity (Details) [Line Items]
Minimum Notice Period For Warrants Redemption	30 days
Private Placement Warrants [Member] \| Minimum [Member]
Stockholders' Equity (Details) [Line Items]
Class of warrants exercise price adjustment percentage	115.00%
Private Placement Warrants [Member] \| Minimum [Member] \| Share Trigger Price One [Member]
Stockholders' Equity (Details) [Line Items]
Warrants Redeemable,Threshold Consecutive Trading Days	20 days
Warrants, Redemption Price Per Share	$ 36
Private Placement Warrants [Member] \| Minimum [Member] \| Share Trigger Price Two [Member]
Stockholders' Equity (Details) [Line Items]
Warrants Redeemable,Threshold Consecutive Trading Days	20 days
Warrants, Redemption Price Per Share	$ 20
Private Placement Warrants [Member] \| Maximum [Member] \| Share Trigger Price One [Member]
Stockholders' Equity (Details) [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)	$ 23
Warrants Redeemable,Threshold Trading Days	30 days
Private Placement Warrants [Member] \| Maximum [Member] \| Share Trigger Price Two [Member]
Stockholders' Equity (Details) [Line Items]
Warrants Redeemable,Threshold Trading Days	30 days
Class of warrants exercise price adjustment percentage	180.00%
Common Class A [Member]
Stockholders' Equity (Details) [Line Items]
Common Stock, Shares Authorized	3,000,000,000	3,000,000,000
Common Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Voting Rights	80.0
Common Stock, Shares, Outstanding	200,000,000		200,000,000
Common stock, shares issued	200,000,000		200,000,000
Temporary Equity, Carrying Amount, Attributable to Parent	$ 4,002,943,971	$ 4,001,401,299
Common Class A [Member] \| Share Trigger Price One [Member]
Stockholders' Equity (Details) [Line Items]
Warrants exercisable ordinary share per warrant	$ 0.3611
Common Class A [Member] \| Maximum [Member] \| Share Trigger Price One [Member]
Stockholders' Equity (Details) [Line Items]
Warrants Redeemable,Threshold Consecutive Trading Days	10 days
Common Class A [Member] \| Public Warrants [Member] \| Share Trigger Price One [Member]
Stockholders' Equity (Details) [Line Items]
Minimum Share Price Required For Redemtion Of Warrants	$ 0.01
Common Class A [Member] \| Private Placement Warrants [Member] \| Share Trigger Price Two [Member]
Stockholders' Equity (Details) [Line Items]
Minimum Share Price Required For Redemtion Of Warrants	$ 0.10
Common Class B [Member]
Stockholders' Equity (Details) [Line Items]
Common Stock, Shares Authorized	20,000,000	20,000,000
Common Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Voting Rights	20.0
Common Stock, Shares, Outstanding	100	100	100
Common stock, shares issued	100	100	100
Common Class B [Member] \| Business Combination Agreement [Member]
Stockholders' Equity (Details) [Line Items]
Business Acquisition, Share Price	$ 18.40
Common Class B [Member] \| Share Trigger Price One [Member]
Stockholders' Equity (Details) [Line Items]
Warrants exercisable ordinary share per warrant	$ 0.3611
Common Class B [Member] \| Maximum [Member] \| Share Trigger Price One [Member]
Stockholders' Equity (Details) [Line Items]
Warrants Redeemable,Threshold Consecutive Trading Days	10 days

Fair Value Measurements - Sched

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

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Fair Value Liabilities of Observable and Unobservable Inputs Of Private Placement Warrants and FPA Liabilities (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Strike Price	$ 24	$ 24
Risk-Free Interest Rate	1.53%	0.73%
Observed Stock Price	$ 19.72	$ 27.72
Public Warrant Price	$ 1.32	$ 9.60
Term (Years)	10 years 3 months 10 days	10 years 9 months 10 days
Volatility	25.00%	25.00%
Illiquidity Discount	$ 20	$ 17
Probability of Warrant Renegotiation	18.8	24.5
Forward Purchase Agreement [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise Price	$ 20	$ 20
Risk-Free Interest Rate	0.07%	0.14%
Observed Stock Price	$ 19.72	$ 27.72
Public Warrant Price	$ 1.32	$ 9.60
Term (Years)	3 months 10 days	9 months 10 days
Discount for Lack of Marketability – Committed FPA	1.00%	3.00%
Discount for Lack of Marketability – Additional FPA	45.00%	8.00%
Discount for Probability of Exercise – Additional FPA	79.80%	79.80%

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Changes in the Fair Values of the Outstanding Warrants and Forward Purchase Agreement (Detail) - USD ($)	8 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Schedule Of Changes In Fair Value Of The Warrants And Forward Purchase Agreement [Line Items]
Fair Value Beginning balance	$ 0	$ 462,704,684
Initial Measurement	104,059,722
Change in Fair Value	358,644,962	(237,364,758)
Fair Value Ending balance	462,704,684	225,339,926
Fair Value Beginning balance	0	593,893,320
Change in Fair Value	593,893,320	(598,782,500)
Fair Value Ending balance	593,893,320	(4,889,180)
Forward Purchase Agreement Liability [Member]
Schedule Of Changes In Fair Value Of The Warrants And Forward Purchase Agreement [Line Items]
Fair Value Beginning balance	0	429,783,320
Change in Fair Value	429,783,320	(436,352,500)
Fair Value Ending balance	429,783,320	(6,569,180)
Additional Forward Purchase Agreement [Member]
Schedule Of Changes In Fair Value Of The Warrants And Forward Purchase Agreement [Line Items]
Fair Value Beginning balance	0	164,110,000
Change in Fair Value	164,110,000	(162,430,000)
Fair Value Ending balance	164,110,000	1,680,000
Public Warrants [Member]
Schedule Of Changes In Fair Value Of The Warrants And Forward Purchase Agreement [Line Items]
Fair Value Beginning balance	0	213,333,331
Initial Measurement	36,222,222
Change in Fair Value	177,111,109	(183,999,998)
Fair Value Ending balance	213,333,331	29,333,333
Private Placement Warrants [Member]
Schedule Of Changes In Fair Value Of The Warrants And Forward Purchase Agreement [Line Items]
Fair Value Beginning balance	0	249,371,353
Initial Measurement	67,837,500
Change in Fair Value	181,533,853	(53,364,760)
Fair Value Ending balance	$ 249,371,353	$ 196,006,593

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($)	8 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 30, 2020
Assets held in trust non current	$ 4,001,690,454	$ 4,002,943,971
Fair value measurement transfers from level 3 to level 1	139,442,405	$ 0
Forward Purchase Agreement [Member]
Threshold limit of committed forward purchase agreement shares not to be sold post initial business combination		180 days
FPA Lock up		1.00%
Additional forward purchase agreement lock up arise shares exercisable limit amount		$ 2,000,000,000
Additional forward purchase agreement lock up period arise discount lack of marketability percent		45.00%
Additional discount rate post possible exercise of shares value amount		79.80%
Private Placement Warrants [Member]
Volitility rate reflects anticipated implied volatility of the potential target		25.00%
Threshold limit of period of usage of volatility rate from initial business combination over warrants term period		10 years
Illiquidity discount related to embedded lock up		20.00%
Threshold limit of period warrants not to be sold post initial business combination		3 years
Discount rate		18.80%
Cash [Member]
Assets held in trust non current		$ 830	$ 927
Money Market Funds [Member]
Assets held in trust non current			$ 20,963
US Treasury Securities [Member]
Assets held in trust non current	$ 4,001,668,564	$ 4,002,943,141

Income Taxes - Summary Deferred

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 Comp

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 Infor

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
Income Taxes - Additional Information (Details) - USD ($)	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 Effe

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%