Related Party Transactions

6 Months Ended

Jun. 30, 2022

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 4. RELATED PARTY TRANSACTIONS

Founder Shares

On June 10, 2020, the Company issued 14,375,000 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for a payment of $25,000 by the Sponsor to cover for certain offering costs on behalf of the Company. The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,875,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units is not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters fully exercised the over-allotment option on August 17, 2020; thus, these Founder Shares were no longer subject to forfeiture.

The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial business combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial business combination that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any Founder Shares. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination, the Founder Shares will be released from the lock-up.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 9,566,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately $14.4 million.

Each whole Private Placement Warrant is exercisable for one whole ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. The Company will not complete a business combination within the Combination Period, so the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial business combination.

Related Party Loans

On June 10, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “First Note”). The First Note was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the Initial Public Offering. The Company borrowed approximately $236,000 under the First Note, and then fully repaid the Note on August 19, 2020.

On February 23, 2022, the Sponsor funded a loan to the Company in the principal amount of $400,000 and the Company issued a promissory note (the “Second Note”) in like principal amount to the Sponsor. The Second Note bears no interest and is due upon the earlier of (i) the date on which the Company consummates its initial business combination and (ii) August 17, 2022. The Sponsor agreed to waive any right, title, interest or claim of any kind in or to any distribution from the Trust Account with respect to the Second Note.

In addition, 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, loan the Company additional funds as may be required (“Working Capital Loans”). Any such loans will be repaid only out of funds held outside the trust account. As of June 30, 2022 and December 31, 2021, there is no outstanding Working Capital Loan.

Due to Related Party

In addition to providing funds to the Company, the Sponsor also paid for expenses on behalf of the Company. As of June 30, 2022 and December 31, 2021, outstanding balance for such advances were approximately $312,000 and $447,000, respectively, included in due to related party in current liabilities, on the accompanying condensed balance sheets.

Executive Compensation

None of the Company’s officers or directors receive cash compensation for services rendered. However, under the terms of the Company’s agreement with Richard Scudamore for his service as a director, the Company will pay $100,000 to Mr. Scudamore upon the completion of a business combination. This amount has not been reflected in the accompanying condensed balance sheets as it is contingent upon the success of a business combination. A business combination will not be consummated by the August 17, 2022 deadline.

Administrative Support Agreement

On August 12, 2020, the Company entered into an agreement with the Sponsor, pursuant to which the Company agreed to pay the Sponsor a total of $25,000 per month for office space, utilities, secretarial and administrative support services provided to members of the management team. Upon completion of a business combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $75,000 and $150,000 of such fees in the three and six months ended June 30, 2022 and 2021, respectively, included as administrative fees-related party on the accompanying unaudited condensed statements of operations. As of June 30, 2022 and December 31, 2021, the Company had an outstanding unpaid balance of $150,000 and $125,000 in connection with such fees, respectively, included within the due to related party on the accompanying condensed balance sheets included as Item 1 to this Quarterly Report on Form 10-Q.