Social Capital Hedosophia Holdings Corp IV (IPOD) 10-K25 Mar 222021 FY Annual reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2021	Mar. 25, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2021
Document Transition Report	false
Entity File Number	001-39605
Entity Registrant Name	Social Capital Hedosophia Holdings Corp. IV
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1547262
Entity Address, Address Line One	506 Santa Cruz Avenue, Suite 300
Entity Address, City or Town	Menlo Park
Entity Address, Country	CA
Entity Address, Postal Zip Code	94025
City Area Code	650
Local Phone Number	521-9007
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 477,940,000
Transition Report	false
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	New York, NY
Entity Central Index Key	0001818876
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	FY
Amendment Flag	false
Unit of class A and one-fourth of redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant
Trading Symbol	IPOD.U
Security Exchange Name	NYSE
Class A ordinary shares
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	IPOD
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		46,000,000
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	IPOD WS
Security Exchange Name	NYSE
Class B ordinary shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		11,500,000

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 33,583	$ 708,454
Prepaid expenses	304,181	727,619
Total Current Assets	337,764	1,436,073
Marketable securities held in Trust Account	460,055,839	460,009,831
TOTAL ASSETS	460,393,603	461,445,904
Current liabilities
Accounts payable and accrued expenses	1,356,949	58,647
Advances from related party		5,000
Promissory note - related party	200,000
Total current liabilities	1,556,949	63,647
Warrant liabilities	33,660,000	61,105,000
Deferred underwriting fee payable	16,100,000	16,100,000
Total Liabilities	51,316,949	77,268,647
Commitments and Contingencies
Temporary Equity
Class A ordinary shares subject to possible redemption, 46,000,000 shares issued and outstanding at redemption value at December 31,2021 and 2020	460,055,839	460,009,831
Permanent Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
Accumulated deficit	(50,980,335)	(75,833,724)
Total Permanent Deficit	(50,979,185)	(75,832,574)
TOTAL LIABILITIES, TEMPORARY EQUITY AND PERMANENT DEFICIT	460,393,603	461,445,904
Class A ordinary shares
Temporary Equity
Class A ordinary shares subject to possible redemption, 46,000,000 shares issued and outstanding at redemption value at December 31,2021 and 2020	460,055,839	460,009,831
Permanent Deficit
Common Stock	0	0
Class B ordinary shares
Permanent Deficit
Common Stock	$ 1,150	$ 1,150

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Ordinary shares subject to possible redemption issued (in shares)	46,000,000	46,000,000
Ordinary shares subject to possible redemption (in shares)	46,000,000	46,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Class A ordinary shares
Ordinary shares subject to possible redemption issued (in shares)	46,000,000
Ordinary shares subject to possible redemption (in shares)	46,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares, Issued	0	0
Common Stock, Shares, Outstanding	0	0
Shares subject to possible redemption	46,000,000	46,000,000
Class B ordinary shares
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	50,000,000	50,000,000
Common Stock, Shares, Issued	11,500,000	11,500,000
Common Stock, Shares, Outstanding	11,500,000	11,500,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	6 Months Ended	12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Formation and operational costs	$ 266,518	$ 2,591,611
Loss from operations	(266,518)	(2,591,611)
Other income (expense):
Interest earned on marketable securities held in Trust Account	9,831	46,008
Transaction costs allocated to warrant liabilities	(860,626)
Change in fair value of warrant liabilities	(38,054,500)	27,445,000
Total other income (expense), net	(38,905,295)	27,491,008
Net income (loss)	$ (39,171,813)	$ 24,899,397
Class A ordinary shares
Other income (expense):
Basic weighted average shares outstanding	20,620,690	46,000,000
Diluted weighted average shares outstanding	20,620,690	46,000,000
Basic net income (loss) per share (in dollars per share)	$ (1.25)	$ 0.43
Diluted net income (loss) per share (in dollars per share)	$ (1.25)	$ 0.43
Class B ordinary shares
Other income (expense):
Basic weighted average shares outstanding	10,672,414	11,500,000
Diluted weighted average shares outstanding	10,672,414	11,500,000
Basic net income (loss) per share (in dollars per share)	$ (1.25)	$ 0.43
Diluted net income (loss) per share (in dollars per share)	$ (1.25)	$ 0.43

STATEMENTS OF CHANGES IN TEMPOR

STATEMENTS OF CHANGES IN TEMPORARY EQUITY AND PERMANENT DEFICIT - USD ($)	Ordinary SharesPrivate Placement WarrantsClass A ordinary shares	Ordinary SharesClass A ordinary shares	Ordinary SharesClass B ordinary shares	Additional Paid-in CapitalPrivate Placement Warrants	Additional Paid-in Capital	Accumulated Deficit	Temporary Equity	Private Placement Warrants	Class A ordinary shares	Total
Balance at Jul. 09, 2020		$ 0	$ 0		$ 0	$ 0				$ 0
Balance (in shares) at Jul. 09, 2020		0	0
Issuance of Class B ordinary shares to Sponsor		$ 0
Issuance of Class B ordinary shares to Sponsor (in shares)		0	11,500,000
Class A ordinary shares subject to possible redemption, December 31, 2020 at Jul. 09, 2020							$ 0
Temporary Equity, Balance (in shares) at Jul. 09, 2020							0
Accretion for Class A ordinary shares to redemption amount		$ 0			(3,044,587)	(36,661,911)	$ 39,706,498		$ (39,706,498)	(39,706,498)
Sale of 46,000,000 Units, net of underwriting discounts and offering expenses							$ 420,303,333
Sale of 46,000,000 Units, net of underwriting discounts and offering expenses (in shares)							46,000,000
Sale of 5,000,000 Private Placement Warrants	$ 0		$ 1,150	$ 3,020,737	$ 23,850			$ 3,020,737		$ 25,000
Sale of 5,000,000 Private Placement Warrants (in shares)	0
Stock Redeemed or Called During Period, Shares		0
Issuance of Class A ordinary shares (in shares)										46,000,000
Net income (loss)		$ 0				(39,171,813)				$ (39,171,813)
Balance at Dec. 31, 2020			$ 1,150			(75,833,724)				(75,832,574)
Balance (in shares) at Dec. 31, 2020		0	11,500,000
Class A ordinary shares subject to possible redemption, December 31, 2021 at Dec. 31, 2020							$ 460,009,831		460,009,831	$ 460,009,831
Temporary Equity, Balance (in shares) at Dec. 31, 2020							46,000,000			46,000,000
Accretion for Class A ordinary shares to redemption amount		$ 0				(46,008)	$ 46,008		(46,008)	$ (46,008)
Net income (loss)		0				24,899,397				24,899,397
Balance at Dec. 31, 2021		$ 0	$ 1,150			$ (50,980,335)				(50,979,185)
Balance (in shares) at Dec. 31, 2021		0
Class A ordinary shares subject to possible redemption, December 31, 2021 at Dec. 31, 2021							$ 460,055,839		$ 460,055,839	$ 460,055,839
Temporary Equity, Balance (in shares) at Dec. 31, 2021							46,000,000		46,000,000	46,000,000

STATEMENTS OF CHANGES IN TEMP_2

STATEMENTS OF CHANGES IN TEMPORARY EQUITY AND PERMANENT DEFICIT (Parenthetical)	6 Months Ended
	Dec. 31, 2020shares
Sale of Units, net of underwriting discounts, offering costs and warrant liability (in shares)	46,000,000
Private Placement Warrants
Number of warrants issued	5,000,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (39,171,813)	$ 24,899,397
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(9,831)	(46,008)
Transaction costs allocated to warrant liabilities	860,626
Change in fair value of warrant liabilities	38,054,500	(27,445,000)
Changes in operating assets and liabilities:
Prepaid expenses	(727,619)	423,438
Accounts payable and accrued expenses	58,647	1,298,302
Net cash used in operating activities	(935,490)	(869,871)
Cash Flows from Investing Activities:
Purchase of investments held in Trust Account	(460,000,000)
Net cash used in investing activities	(460,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares to Sponsor	25,000
Proceeds from sale of Units, net of underwriting discounts paid	452,000,000
Proceeds from sale of Private Placements Warrants	10,000,000
Advances from related party	5,000	78,773
Repayment of advances from related party		(83,773)
Proceeds from promissory note - related party	300,000	200,000
Repayment of promissory note - related party	(300,000)
Payment of offering costs and costs allocated to warrant liabilities	(386,056)
Net cash provided by financing activities	461,643,944	195,000
Net Change in Cash	708,454	(674,871)
Cash - Beginning of period		708,454
Cash - End of period	708,454	33,583
Non-Cash investing and financing activities:
Accretion of Class A ordinary shares subject to possible redemption	9,831	$ 46,008
Initial measurement of Private Placement and Public Warrants, as defined in Note 1 and Note 2	23,050,500
Deferred underwriting fee payable	$ 16,100,000

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Dec. 31, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Social Capital Hedosophia Holdings Corp. IV (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 10, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is an early stage company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from July 10, 2020 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account (as defined below). The registration statements for the Company’s Initial Public Offering became effective on October 8, 2020. On October 14, 2020, the Company consummated the Initial Public Offering of 46,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 6,000,000 Units, at $10.00 per Unit, generating gross proceeds of $460,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,000,000 warrants (the “Private Placement Warrants”) at a price of $2.00 per Private Placement Warrant in a private placement to the Company’s sponsor, SCH Sponsor IV LLC, a Cayman Islands limited liability company (the “Sponsor”), generating gross proceeds of $10,000,000, which is described in Note 4. Transaction costs amounted to $24,486,056, consisting of $8,000,000 of underwriting fees, $16,100,000 of deferred underwriting fees and $386,056 of other offering costs. Of the total transaction costs incurred, $860,626 was recognized as an expense on the statement of operations for the period ended December 31, 2020, as this amount is related to the warrants recognized as liabilities. In connection with the closing of the Initial Public Offering on October 14, 2020, an amount of $460,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The New York Stock Exchange rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to the Public Shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets, after payment of the deferred underwriting commission, of at least $5,000,001 following any related share redemptions and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares held by it in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination or seek to sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, subject to the immediately succeeding paragraph, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination (and not seek to sell its shares to the Company in any tender offer the Company undertakes in connection with its Business Combination) and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until October 14, 2022 to consummate a Business Combination. However, if the Company has not completed a Business Combination by October 14, 2022 (as such period may be extended pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Going Concern As of December 31, 2021, the Company had $33,583 in its operating bank accounts, $460,055,839 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and a working capital deficit of $1,219,185. As of December 31, 2021, approximately $56,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. On September 30, 2021, the Company issued a promissory note to the Sponsor for an aggregate amount of up to $2,500,000 (the “Promissory Note”). The Promissory Note is non-interest bearing and is due and payable in full on the earlier of (i) October 14, 2022 and (ii) the effective date of a Business Combination. As of December 31, 2021, there was $200,000 outstanding under the Promissory Note. Subsequent to December 31, 2021, the Company borrowed an additional $200,000 under the Promissory Note. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to (other than pursuant to the Promissory Note), loan the Company additional funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain such additional financing. If the Company is unable to raise such additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until October 14, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur and an extension is not requested by the Sponsor, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 14, 2022.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Marketable Securities Held in Trust Account At December 31, 2021 and 2020, substantially all of the assets held in the Trust Account were held in the money market funds which were invested primarily in U.S. Treasury securities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting discounts and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to ordinary share subject to redemption upon the completion of the Initial Public Offering. Total offering costs amounted to $24,486,056, which consists of $8,000,000 of underwriting fees, $16,100,000 of deferred underwriting fees and $386,056 of other offering costs, of which $860,626 was charged to expense and $23,631,167 was charged to temporary equity. Warrant Liabilities The Company accounts for the Public Warrants (as defined below) and Private Placement Warrants (collectively, the “Warrants”) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity.” A provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statements of operations in the period of change. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the permanent shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021 and 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 460,000,000 Less: Proceeds allocated to Public Warrants (16,065,500) Class A ordinary shares issuance costs (23,631,167) Plus: Accretion of carrying value to redemption value 39,706,498 Class A ordinary shares subject to possible redemption, December 31, 2020 460,009,831 Plus: Accretion of carrying value to redemption value 46,008 Class A ordinary shares subject to possible redemption, December 31, 2021 $ 460,055,839 Components of Equity Upon the Initial Public Offering, the Company issued Class A Ordinary shares and Public Warrants. The Company also issued Private Placement Warrants. The Company allocated the proceeds received from the issuance using the with-and-without method. Under that method, the Company first allocated the proceeds to the Warrants based on their initial fair value measurement of $23,050,500 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $23,631,167 to the Class A Ordinary shares. All of the 46,000,000 Class A Ordinary shares are presented within temporary equity, as these shares are subject to redemption upon the occurrence of events not solely within the Company’s control. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 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. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security “CARES” Act was signed into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOLs”) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statements of operations. Net Income (Loss) per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of the Company. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from net income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the concurrent private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,500,000 Class A ordinary shares in the aggregate. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period from July 10, 2020 (Inception) Year Ended Through December 31,2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 19,919,518 $ 4,979,879 $ (25,812,390) $ (13,359,423) Denominator: Basic and diluted weighted average shares outstanding 46,000,000 11,500,000 20,620,690 10,672,414 Basic and diluted net income (loss) per ordinary share $ 0.43 $ 0.43 $ (1.25) $ (1.25) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 9). Recent Accounting Standards 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 U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
INITIAL PUBLIC OFFERING	Dec. 31, 2021
INITIAL PUBLIC OFFERING.
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 46,000,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 6,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
PRIVATE PLACEMENT	Dec. 31, 2021
PRIVATE PLACEMENT.
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,000,000 Private Placement Warrants at a price of $2.00 per Private Placement Warrant, for an aggregate purchase price of $10,000,000. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the sale of the Private Placement Warrants was added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2020
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On July 10, 2020, the Company issued one ordinary share to the Sponsor for no consideration. On July 16, 2020, the Company cancelled the one share issued in July 2020 and the Sponsor purchased 2,875,000 Founder Shares for an aggregate purchase price of $25,000. On September 17, 2020, the Company effected a share capitalization resulting in the Sponsor holding an aggregate of 10,062,500 Founder Shares. On October 8, 2020, the Company effected another share capitalization resulting in the Company’s initial shareholders holding an aggregate of 11,500,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share capitalizations. The Founder Shares will automatically convert into Class A ordinary shares at the time of the completion of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, as described in Note 8. The Founder Shares included an aggregate of up to 1,500,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The sale of the Founders Shares to the Company’s directors and director’s nominees is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. On September 17, 2020, the Sponsor transferred 100,000 Founder Shares to a former director. The fair value of the 100,000 shares granted to the Company’s directors and director nominees was $654,569 or approximately $6.55 per share. The Founders Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Class B ordinary shares or Class A ordinary shares received upon conversion thereof (together, “Founder Shares”) until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement whereby, commencing on October 9, 2020, the Company will pay an affiliate of the Sponsor $10,000 per month for office space, administrative and support services. For the year ended December 31, 2021 and for the period from July 10, 2020 (inception) through December 31, 2020, the Company incurred $120,000 and $25,000, respectively, in fees for these services. At December 31, 2021 and December 31, 2020, a total of $145,000 and $25,000, respectively, of administrative support services were included in accounts payable and accrued expenses in the accompanying balance sheets. Advance from Related Party Through December 31, 2021, the Sponsor paid for certain offering and other administrative costs on behalf of the Company. The advances are non-interest bearing and due on demand. At December 31, 2021 and 2020, advances amounting to $0 and $5,000 were outstanding, respectively. Promissory Note — Related Party On July 16, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Pre-IPO Sponsor Promissory Note”), pursuant to which the Company borrowed an aggregate principal amount of $300,000. The Pre-IPO Sponsor Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2021 and (ii) the completion of the Initial Public Offering. The aggregate outstanding balance under the Pre-IPO Sponsor Promissory Note of $300,000 was repaid at the closing of the Initial Public Offering on October 14, 2020. Borrowings under the Pre-IPO Sponsor Promissory Note are no longer available. On September 30, 2021, the Company issued the Promissory Note to the Sponsor for an aggregate amount of up to $2,500,000. The Promissory Note is non-interest bearing and is due and payable in full on the earlier of (i) October 14, 2022 and (ii) the effective date of a Business Combination. As of December 31, 2021, there was $200,000 outstanding under the Promissory Note (see Note 10) . Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to (other than pursuant to the Promissory Note), loan the Company additional funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2021
COMMITMENTS AND CONTINGENCIES.
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on October 8, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, or $16,100,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Financial Advisory Fee The underwriters agreed to reimburse the Company for an amount equal to (1) 10% of the non-deferred underwriting commission payable to the underwriter, of which $800,000 was paid to Connaught (UK) Limited (“Connaught”) for financial advisory services upon the closing of the Initial Public Offering, and (2) 20% of the deferred underwriting commission payable to the underwriter, of which $3,220,000 will be paid to Connaught upon the closing of the Business Combination. Restricted Stock Unit Award In December 2020, pursuant to separate Director Restricted Stock Unit Award Agreements, each dated December 10, 2020, between the Company and each of Ms. Joanne Bradford and Ms. Katie J. Stanton, the Company agreed to grant 100,000 restricted each The RSUs to be granted by the Company are in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The RSUs to be granted are subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the RSUs is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2021, the Company did not have a shareholder approved equity plan and also determined that a Business Combination is not considered probable, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of RSUs times the grant date fair value per share (unless subsequently modified).

TEMPORARY EQUITY AND PERMANENT

TEMPORARY EQUITY AND PERMANENT DEFICIT	12 Months Ended
TEMPORARY EQUITY AND PERMANENT DEFICIT	Dec. 31, 2021
TEMPORARY EQUITY AND PERMANENT DEFICIT
TEMPORARY EQUITY AND PERMANENT DEFICIT	NOTE 7. TEMPORARY EQUITY AND PERMANENT DEFICIT Preferred Shares Class A Ordinary Shares outstanding Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the completion of the Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Founder Shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares) so that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the ordinary shares issued and outstanding upon completion of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination.

WARRANT LIABILITIES

WARRANT LIABILITIES	12 Months Ended
WARRANT LIABILITIES	Dec. 31, 2021
WARRANT LIABILITIES
WARRANT LIABILITIES	NOTE 8 . WARRANT LIABILITIES As of December 31, 2021 and 2020, there were 11,500,000 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder and ● if, and only if, the reported last sale price of the Class A ordinary shares for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 . ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A ordinary shares; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger prices described will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. As of December 31, 2021 and 2020, there were 5,000,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (i) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions and (ii) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
FAIR VALUE MEASUREMENTS	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, December 31, Description Level 2021 2020 Assets: Marketable securities held in Trust Account (1) 1 $ 460,055,839 $ 460,009,831 Liabilities: Public Warrants (2) 1 23,460,000 42,550,000 Private Placement Warrants (2) 2 $ 10,200,000 $ 18,555,000 (1) The fair value of the marketable securities held in the Trust Account approximates the carrying amount primarily due to their short-term nature. (2) Measured at fair value on a recurring basis. Warrants The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. The Warrants are measured at fair value on a recurring basis. The measurement of the Public Warrants as of December 31, 2021 and 2020 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker IPOD.WS. As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement Warrants are classified as Level 2. As of December 31, 2021, the aggregate values of the Public Warrants and Private Placement Warrants were $23.5 million and $10.2 million, respectively, based on a fair value of $2.040 per warrant. As of December 31, 2020, the aggregate values of the Public Warrants and Private Placement Warrants were $42.6 million and $18.6 million, respectively, based on fair values of $3.700 and $3.711, respectively, per warrant. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of October 14, 2020 $ — $ — $ — Initial measurement on October 14, 2020 (Initial Public Offering) 6,985,000 16,065,500 23,050,500 Change in fair value 11,570,000 26,484,500 38,054,500 Fair value as of December 31, 2020 18,555,000 42,550,000 61,105,000 Change in valuation inputs or other assumptions (8,355,000) (19,090,000) (27,445,000) Fair value as of December 31, 2021 10,200,000 23,460,000 33,660,000

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2021
SUBSEQUENT EVENTS.
SUBSEQUENT EVENTS	NOTE 10. 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, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 13, 2022, the Company drew an additional $200,000 under the Promissory Note.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2021 and 2020, substantially all of the assets held in the Trust Account were held in the money market funds which were invested primarily in U.S. Treasury securities.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting discounts and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to ordinary share subject to redemption upon the completion of the Initial Public Offering. Total offering costs amounted to $24,486,056, which consists of $8,000,000 of underwriting fees, $16,100,000 of deferred underwriting fees and $386,056 of other offering costs, of which $860,626 was charged to expense and $23,631,167 was charged to temporary equity.
Warrant Liabilities	Warrant Liabilities The Company accounts for the Public Warrants (as defined below) and Private Placement Warrants (collectively, the “Warrants”) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity.” A provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statements of operations in the period of change.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the permanent shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021 and 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 460,000,000 Less: Proceeds allocated to Public Warrants (16,065,500) Class A ordinary shares issuance costs (23,631,167) Plus: Accretion of carrying value to redemption value 39,706,498 Class A ordinary shares subject to possible redemption, December 31, 2020 460,009,831 Plus: Accretion of carrying value to redemption value 46,008 Class A ordinary shares subject to possible redemption, December 31, 2021 $ 460,055,839
Components of Equity	Components of Equity Upon the Initial Public Offering, the Company issued Class A Ordinary shares and Public Warrants. The Company also issued Private Placement Warrants. The Company allocated the proceeds received from the issuance using the with-and-without method. Under that method, the Company first allocated the proceeds to the Warrants based on their initial fair value measurement of $23,050,500 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $23,631,167 to the Class A Ordinary shares. All of the 46,000,000 Class A Ordinary shares are presented within temporary equity, as these shares are subject to redemption upon the occurrence of events not solely within the Company’s control.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 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. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security “CARES” Act was signed into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOLs”) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statements of operations.
Net Income (Loss) per Ordinary Share	Net Income (Loss) per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of the Company. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from net income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the concurrent private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,500,000 Class A ordinary shares in the aggregate. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period from July 10, 2020 (Inception) Year Ended Through December 31,2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 19,919,518 $ 4,979,879 $ (25,812,390) $ (13,359,423) Denominator: Basic and diluted weighted average shares outstanding 46,000,000 11,500,000 20,620,690 10,672,414 Basic and diluted net income (loss) per ordinary share $ 0.43 $ 0.43 $ (1.25) $ (1.25)
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 9).
Recent Accounting Standards	Recent Accounting Standards 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 U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of class A ordinary shares reflected in the condensed balance sheet	At December 31, 2021 and 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 460,000,000 Less: Proceeds allocated to Public Warrants (16,065,500) Class A ordinary shares issuance costs (23,631,167) Plus: Accretion of carrying value to redemption value 39,706,498 Class A ordinary shares subject to possible redemption, December 31, 2020 460,009,831 Plus: Accretion of carrying value to redemption value 46,008 Class A ordinary shares subject to possible redemption, December 31, 2021 $ 460,055,839
Schedule of calculation of basic and diluted net income (loss) per ordinary share	For the Period from July 10, 2020 (Inception) Year Ended Through December 31,2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 19,919,518 $ 4,979,879 $ (25,812,390) $ (13,359,423) Denominator: Basic and diluted weighted average shares outstanding 46,000,000 11,500,000 20,620,690 10,672,414 Basic and diluted net income (loss) per ordinary share $ 0.43 $ 0.43 $ (1.25) $ (1.25)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
Schedule of assets and liabilities measured at fair value on a recurring basis	December 31, December 31, Description Level 2021 2020 Assets: Marketable securities held in Trust Account (1) 1 $ 460,055,839 $ 460,009,831 Liabilities: Public Warrants (2) 1 23,460,000 42,550,000 Private Placement Warrants (2) 2 $ 10,200,000 $ 18,555,000 (1) The fair value of the marketable securities held in the Trust Account approximates the carrying amount primarily due to their short-term nature. (2) Measured at fair value on a recurring basis.
Schedule of change in the fair value of the warrant liabilities	Private Placement Public Warrant Liabilities Fair value as of October 14, 2020 $ — $ — $ — Initial measurement on October 14, 2020 (Initial Public Offering) 6,985,000 16,065,500 23,050,500 Change in fair value 11,570,000 26,484,500 38,054,500 Fair value as of December 31, 2020 18,555,000 42,550,000 61,105,000 Change in valuation inputs or other assumptions (8,355,000) (19,090,000) (27,445,000) Fair value as of December 31, 2021 10,200,000 23,460,000 33,660,000

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)	Jan. 13, 2022USD ($)	Oct. 14, 2020USD ($)D$ / sharesshares	Dec. 31, 2020USD ($)	Dec. 31, 2021USD ($)$ / sharesshares	Oct. 14, 2022USD ($)	Sep. 30, 2021USD ($)
Gross proceeds from initial public offering		$ 460,000,000
Transaction costs		24,486,056
Underwriting fees		8,000,000
Deferred underwriting fees		16,100,000
Other offering costs		$ 386,056
Maturity term of U.S. government securities		185 days
Transaction costs allocated to warrant liabilities		$ 860,626	$ 860,626
Cash held in trust account		$ 460,000,000
Redemption of shares by Public Shareholders, Number of days considered \| D		2
Minimum net tangible assets to complete business combination		$ 5,000,001
Percentage of aggregate common shares that may not be redeemed without prior consent		15.00%
Percentage of public shares required to be redeemed if business combination is not completed within specified period		100.00%
Reduction in the amount of funds held in trust account (in dollars per share) \| $ / shares		$ 10
Amount in operating bank accounts			708,454	$ 33,583
Securities held in the trust account			$ 460,009,831	460,055,839
Working capital deficit				1,219,185
Interest income on trust account				56,000
Amount outstanding under promissory note				$ 200,000
Initial Public Offering
Units issued (in shares) \| shares		46,000,000
Units issue price (in dollars per share) \| $ / shares		$ 10
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account				80.00%
Threshold percentage of outstanding voting shares of the target to be acquired by post-transaction company to complete business combination				50.00%
Over-allotment option
Units issued (in shares) \| shares		6,000,000
Private placement \| Sponsor
Number of warrants issued \| shares		5,000,000		5,000,000
Issue price of warrants (in dollars per share) \| $ / shares		$ 2		$ 2
Proceeds from sale of Private Placement Warrants		$ 10,000,000		$ 10,000,000
Promissory Note - Related Party
Amount Available To Pay the Companies Tax Obligations				200,000
Amount outstanding under promissory note				$ 200,000
Promissory Note - Related Party \| Sponsor
Aggregate amount of promissory note issued to the sponsor						$ 2,500,000
Subsequent Events
Number of business days after which the public shares are to be redeemed if business combination is not completed within specified period					10
Maximum interest earned to be used to pay dissolution expenses					$ 100,000
Subsequent Events \| Promissory Note - Related Party
Amount Available To Pay the Companies Tax Obligations	$ 200,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jul. 31, 2020
Cash Equivalents, at Carrying Value	$ 0	$ 0	$ 0	$ 0
Unrecognized tax benefits	0
Unrecognized tax benefits, interest and penalties accrued	0
Tax provision	0
Federal depository insurance corporation coverage	$ 250,000
Ordinary shares subject to possible redemption (in shares)	46,000,000	46,000,000	46,000,000	46,000,000
Weighted Average Number Diluted Shares Outstanding Adjustment	16,500,000
Offering costs	$ 24,486,056
Underwriting fees	8,000,000
Deferred Underwriting Fees	16,100,000
Other offering costs	386,056
Other offering cost charged to expense	860,626
Other offering cost charged to temporary equity	$ 23,631,167
Class A ordinary shares
Ordinary shares subject to possible redemption (in shares)	46,000,000
Class A ordinary shares \| Initial Public Offering
Initial Measurement Of Warrants And Rights	$ 23,050,500
Underwriting discounts and offering costs	$ 23,631,167
Ordinary shares subject to possible redemption (in shares)	46,000,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A ordinary shares reflected in the condensed balance sheet (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Accretion of carrying value to redemption value	$ 39,706,498	$ 46,008
Class A ordinary shares subject to possible redemption, December 31, 2020		460,009,831
Class A ordinary shares subject to possible redemption, December 31, 2021	460,009,831	460,055,839
Class A ordinary shares
Gross proceeds	460,000,000
Proceeds allocated to Public Warrants	(16,065,500)
Class A ordinary shares issuance costs	(23,631,167)
Accretion of carrying value to redemption value	39,706,498	46,008
Class A ordinary shares subject to possible redemption, December 31, 2020		460,009,831
Class A ordinary shares subject to possible redemption, December 31, 2021	$ 460,009,831	$ 460,055,839

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of basic and diluted net income (loss) per ordinary share (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Class A ordinary shares
Numerator:
Allocation of net income (loss), as adjusted	$ (25,812,390)	$ 19,919,518
Denominator:
Basic weighted average shares outstanding	20,620,690	46,000,000
Diluted weighted average shares outstanding	20,620,690	46,000,000
Basic net income (loss) per ordinary share	$ (1.25)	$ 0.43
Diluted net income (loss) per ordinary share	$ (1.25)	$ 0.43
Class B ordinary shares
Numerator:
Allocation of net income (loss), as adjusted	$ (13,359,423)	$ 4,979,879
Denominator:
Basic weighted average shares outstanding	10,672,414	11,500,000
Diluted weighted average shares outstanding	10,672,414	11,500,000
Basic net income (loss) per ordinary share	$ (1.25)	$ 0.43
Diluted net income (loss) per ordinary share	$ (1.25)	$ 0.43

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details)	Oct. 14, 2020$ / sharesshares	Dec. 31, 2021USD ($)$ / sharesshares
Initial Public Offering, Disclosure [Line Items]
Number of public warrants that each unit consists (in shares) \| $		0.25
Class A ordinary shares
Initial Public Offering, Disclosure [Line Items]
Number of common stocks included in each unit		1
Number of shares called for by each public warrant (in shares)		1
Initial Public Offering
Initial Public Offering, Disclosure [Line Items]
Units issued (in shares)	46,000,000
Units issue price (in dollars per share) \| $ / shares	$ 10
Initial Public Offering \| Class A ordinary shares
Initial Public Offering, Disclosure [Line Items]
Units issued (in shares)		46,000,000
Units issue price (in dollars per share) \| $ / shares		$ 10
Exercise price of warrants (in dollars per share) \| $ / shares		$ 11.50
Over-allotment option
Initial Public Offering, Disclosure [Line Items]
Units issued (in shares)	6,000,000
Over-allotment option \| Class A ordinary shares
Initial Public Offering, Disclosure [Line Items]
Units issued (in shares)		6,000,000

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Oct. 14, 2020	Dec. 31, 2021
Class A ordinary shares
Private Placement, Disclosure [Line Items]
Number of shares called for by each public warrant (in shares)		1
Private placement \| Class A ordinary shares
Private Placement, Disclosure [Line Items]
Number of shares called for by each public warrant (in shares)		1
Exercise price of warrants (in dollars per share)		$ 11.50
Private placement \| Sponsor
Private Placement, Disclosure [Line Items]
Number of warrants issued	5,000,000	5,000,000
Issue price of warrants (in dollars per share)	$ 2	$ 2
Aggregate purchase price	$ 10,000,000	$ 10,000,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)	Oct. 14, 2020	Oct. 09, 2020	Oct. 08, 2020	Sep. 17, 2020	Jul. 16, 2020	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2021
Advances from related parties						$ 5,000	$ 78,773
Amount outstanding under promissory note							$ 200,000
Share price							$ 9.20
Affiliated Entity
Accrued liabilities fees						25,000	$ 120,000
Promissory Note - Related Party
Amount outstanding under promissory note							200,000
Initial Public Offering
Units issued (in shares)	46,000,000
Sponsor
Change in value of Class A ordinary shares subject to possible redemption (in shares)					1
Units issued (in shares)				100,000	2,875,000
Debt Instrument, Face Amount					$ 25,000
Number of shares held by sponsor			11,500,000	10,062,500
Restrictions on transfer period of time after business combination completion					1 year
Number of shares held by sponsor subject to forfeiture					1,500,000
Percentage of issued and outstanding shares after the Initial Public Offering held by the sponsor					20.00%
Aggregate amount of promissory note issued to the sponsor									$ 2,500,000
Amount outstanding under promissory note	$ 300,000				$ 300,000
Sponsor for monthly fee		$ 10,000
Founder shares
Number of shares granted					100,000
Share price					$ 6.55
Fair value					$ 654,569
Accounts Payable and Accrued Liabilities [Member]
Administrative expenses incurred							145,000	$ 25,000
Notes Payable, Other Payables \| Sponsor
Advances from related parties						$ 5,000	$ 0
Class A ordinary shares \| Initial Public Offering
Units issued (in shares)							46,000,000
Class A ordinary shares \| Sponsor
Sale of stock, price per share					$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences					150 days

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	1 Months Ended	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Deferred underwriting fees (in dollars per share)		$ 0.35
Deferred Underwriting Fees		$ 16,100,000
Percentage of non-deferred underwriting commission, agreed to be reimbursed		10.00%
Non-deferred underwriting commission paid upon the closing of the Initial Public Offering		$ 800,000
Percentage of deferred underwriting commission, agreed to be reimbursed		20.00%
Deferred underwriting commission paid upon the closing of the Business Combination		$ 3,220,000
RSU
Recognized stock-based compensation expense		$ 0
RSU \| Class A ordinary shares
RSU's settled in shares	200,000
Ms. Joanne Bradford \| RSU
Restricted stock unit award agreement granted	100,000
Ms. Joanne Bradford \| RSU \| Class A ordinary shares
RSU's settled in shares	100,000
Ms. Katie J. Stanton \| RSU
Restricted stock unit award agreement granted	100,000
RSU's settled in shares	100,000

TEMPORARY EQUITY AND PERMANEN_2

TEMPORARY EQUITY AND PERMANENT DEFICIT (Details)	12 Months Ended
TEMPORARY EQUITY AND PERMANENT DEFICIT (Details)	Dec. 31, 2021Vote$ / sharesshares	Dec. 31, 2020$ / sharesshares	Sep. 30, 2020$ / sharesshares	Jul. 31, 2020$ / sharesshares
Preferred Stock, Shares Authorized	5,000,000	5,000,000	5,000,000	5,000,000
Preferred Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares Issued	0	0	0	0
Preferred Stock, Shares Outstanding	0	0	0	0
Temporary Equity, Shares Issued	46,000,000	46,000,000
Temporary Equity, Shares Outstanding	46,000,000	46,000,000	46,000,000	46,000,000
Class A ordinary shares
Common Stock, Shares Authorized	500,000,000	500,000,000	500,000,000	500,000,000
Voting rights of common stock per share \| Vote	1
Ordinary share, par value \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Temporary Equity, Shares Issued	46,000,000
Temporary Equity, Shares Outstanding	46,000,000
Common Stock, Shares, Issued	0	0	0	0
Common Stock, Shares, Outstanding	0	0	0	0
Class B ordinary shares
Common Stock, Shares Authorized	50,000,000	50,000,000	50,000,000	50,000,000
Voting rights of common stock per share \| Vote	1
Ordinary share, par value \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	11,500,000	11,500,000	11,500,000	11,500,000
Common Stock, Shares, Outstanding	11,500,000	11,500,000	11,500,000	11,500,000
Common Stock B, Conversion Ratio	1
Aggregated shares issued upon converted basis (in percent)	20.00%

WARRANT LIABILITIES (Details)

WARRANT LIABILITIES (Details) - $ / shares	12 Months Ended
WARRANT LIABILITIES (Details) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Warrants
Warrants exercisable term from the completion of business combination	30 days
Warrants exercisable term from the closing of the public offering	12 months
Warrants expiration term	5 years
Warrants exercisable for cash	0
Threshold period for filling registration statement after business combination	15 days
Threshold period for filling registration statement within number of days of business combination	60 days
Closing price of share for threshold consecutive trading days	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Share Price	$ 9.20
Percentage of gross proceeds on total equity proceeds	60.00%
Adjustment of exercise price of warrants based on market value (as a percent)	115.00%
Percentage of adjustment of redemption price of stock based on market value.	180.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00
Warrants
Redemption price per warrant	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Closing price of share for threshold consecutive trading days	20 days
Share Price	$ 18
Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00
Warrants
Redemption price per warrant	$ 0.10
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10
Share Price	$ 10
Private Placement Warrants
Warrants
Warrants outstanding	5,000,000	5,000,000
Public Warrants
Warrants
Closing price of share for threshold trading days	20 days
Warrants outstanding	11,500,000	11,500,000

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Oct. 13, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of warrants	$ 2.040
Warrant Liability	$ 33,660,000	$ 61,105,000
Warrant
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability	33,660,000	$ 61,105,000	$ 0
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of warrants		$ 3.711
Warrant Liability	10,200,000	$ 18,555,000	0
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of warrants		$ 3.700
Warrant Liability	$ 23,460,000	$ 42,550,000	$ 0

FAIR VALUE MEASUREMENTS - Asset

FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Oct. 13, 2020
Liabilities:
Warrant Liability	$ 33,660,000	$ 61,105,000
Private Placement Warrants
Liabilities:
Warrant Liability	10,200,000	18,555,000	$ 0
Public Warrants
Liabilities:
Warrant Liability	23,460,000	42,550,000	$ 0
Level 1 \| Recurring
Assets:
Marketable securities held in Trust Account	460,055,839	460,009,831
Level 1 \| Public Warrants \| Recurring
Liabilities:
Warrant Liability	23,460,000	42,550,000
Level 2 \| Private Placement Warrants \| Recurring
Liabilities:
Warrant Liability	$ 10,200,000	$ 18,555,000

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Changes in the fair value of warrant liabilities (Details) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value as of beginning period			$ 61,105,000
Initial measurement on October 14, 2020 (Initial Public Offering)		$ 23,050,500
Fair value as of ending period	$ 61,105,000	61,105,000	33,660,000
Warrant
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value as of beginning period	0		61,105,000
Initial measurement on October 14, 2020 (Initial Public Offering)	23,050,500
Change in valuation inputs or other assumptions	38,054,500		(27,445,000)
Fair value as of ending period	61,105,000	61,105,000	33,660,000
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value as of beginning period	0		18,555,000
Initial measurement on October 14, 2020 (Initial Public Offering)	6,985,000
Change in valuation inputs or other assumptions	11,570,000		(8,355,000)
Fair value as of ending period	18,555,000	18,555,000	10,200,000
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value as of beginning period	0		42,550,000
Initial measurement on October 14, 2020 (Initial Public Offering)	16,065,500
Change in valuation inputs or other assumptions	26,484,500		(19,090,000)
Fair value as of ending period	$ 42,550,000	$ 42,550,000	$ 23,460,000

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Promissory Note - Related Party - USD ($)	Jan. 13, 2022	Dec. 31, 2021
SUBSEQUENT EVENTS
Company drew an additional amount under the Promissory Note		$ 200,000
Subsequent Events
SUBSEQUENT EVENTS
Company drew an additional amount under the Promissory Note	$ 200,000