10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

AMENDMENT NO. 1

(Mark One) 

☒      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the quarterly period ended September 30, 2021

or

☐         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from               to              

Commission File Number: 001-40219

FORTRESS VALUE ACQUISITION CORP. IV

(Exact name of registrant as specified in its charter) 

Delaware	85-3271127
(State or other jurisdiction of incorporation	(I.R.S. Employer Identification No.)
or organization)

1345 Avenue of the Americas, New York, NY 10105

(Address of principal executive offices) (Zip Code)

(212) 798-6100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange  on which registered
Units, each consisting of one share of Class A common stock and one-eighth of one redeemable warrant	FVIV.U	New York Stock Exchange
Class A common stock, par value $0.0001 per share	FVIV	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	FVIV WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☒ No ☐

As of December 13, 2021, 65,000,000 shares of Class A common stock, par value $0.0001 per share and 16,250,000 shares of Class F common stock, par value $0.0001 per share, were issued and outstanding, respectively.

EXPLANATORY NOTE

Fortress Value Acquisition Corp. IV (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “10-Q/A”) to amend and restate certain items in the Company’s Quarterly Report on Form 10-Q as of September 30, 2021 and for the three and nine months ended September 30, 2021 (the “Original 10-Q”), originally filed with the Securities and Exchange Commission (the “SEC”) on November 3, 2021.

In connection with Company’s Original 10-Q, the Company re-evaluated the accounting for its Class A common stock subject to possible redemption as temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), paragraph 10-S99-3A, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock subject to possible redemption in permanent equity. Although the Company did not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that the Company will not redeem its public shares in an amount that will cause its net tangible assets to be less than $5,000,001. Upon re-evaluation, the Company determined that the Class A common stock includes certain provisions that require classification of the Class A common stock as temporary equity regardless of the minimum net tangible assets threshold. As a result, in connection with the Original 10-Q, the Company classified all of its Class A common stock as temporary equity as of September 30, 2021 and adjusted its initial book value to redemption value in accordance with ASC 480. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its earnings per share calculation to allocate net income (loss) pro-rata to Class A and Class F common stock.

As of the time of the filing of the Company’s Original 10-Q, the Company did not restate its previously filed financial statements for June 30, 2021 and March 31, 2021 on Form 10-Q filed with the SEC on August 9, 2021 and May 17, 2021, respectively.

On December 8, 2021, management of the Company and the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) determined that it is appropriate to restate the Company’s previously issued quarterly unaudited financial statements for the three and nine months ended September 30, 2021, for the three and six months ended June 30, 2021 and for the three months ended March 31, 2021. Such previously filed financial statements should no longer be relied upon.

The change in accounting for Class A common stock subject to possible redemption as temporary equity and the change in the Company’s earnings per share calculation did not have any impact on the Company’s total assets, liabilities, operating results or liquidity in any of the periods included in Item 1. Condensed Financial Statements in this filing.

In connection with the restatement, the Company’s management reassessed the effectiveness of its disclosure controls and procedures as of September 30, 2021. As a result of that reassessment, the Company’s management determined that its disclosure controls and procedures as of September 30, 2021 were not effective due to a material weakness in internal control over financial reporting relating to the accounting for complex financial instruments. For more information, see Item 4 included in this 10-Q/A.

The Company has not amended its June 30, 2021 or March 31, 2021 Quarterly Report on Form 10-Q for the periods affected by the restatement. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this 10-Q/A.

The restatement is more fully described in Note 2 of the notes to the financial statements included herein.

Items Amended

The following items are amended in this Amendment: (i) Part I, Item I. Condensed Financial Statements; (ii) Part I, Item 4. Controls and Procedures and (iii) Part II, Item 1A. Risk Factors. Additionally, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company is including with this 10-Q/A currently dated certifications from our principal executive officer and principal financial officer. These certifications are filed or furnished, as applicable, as Exhibits 31.1, 31.2, 32.1 and 32.2.

Except as described above, this 10-Q/A does not amend, update or change any other items or disclosures contained in the Original 10-Q, and accordingly, this 10-Q/A does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this 10-Q/A should be read in conjunction with the Original 10-Q and the Company’s other filings with the SEC. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original 10-Q.

Fortress Value Acquisition Corp. IV

QUARTERLY REPORT ON FORM 10-Q/A

Table of Contents

		PAGE
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements
	Condensed Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020	2
	Condensed Statements of Operations for the three and nine months ended September 30, 2021 (Unaudited)	3
	Condensed Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2021 (Unaudited)	4
	Condensed Statement of Cash Flows for the nine months ended September 30, 2021 (Unaudited)	5
	Notes to Unaudited Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	42

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

FORTRESS VALUE ACQUISITION CORP. IV

CONDENSED BALANCE SHEETS

	September 30, 2021 (Unaudited)		December 31, 2020
Assets:
Current assets:
Cash	$	2,001,508	$	4,875
Prepaid expenses	410,350		—
Total current assets	2,411,858		4,875
Investments held in Trust Account	650,034,969		—
Deferred offering costs	—		82,659
Total Assets	$	652,446,827	$	87,534
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable and accrued expenses	$	565,019	$	67,334
Franchise tax payable	149,589		—
Total current liabilities	714,608		67,334
Deferred underwriting commissions payable	22,750,000		—
Warrant liabilities	17,540,438		—
Total Liabilities	41,005,046		67,334
Commitments and Contingencies
Class A common stock subject to possible redemption; 65,000,000 and no shares issued and outstanding at redemption value as of September 30, 2021 and December 31, 2020, respectively	650,000,000		—
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	—		—
Class A common stock, $0.0001 par value; 500,000,000 and 200,000,000 shares authorized as of September 30, 2021 and December 31, 2020, respectively	—		—
Class F common stock, $0.0001 par value; 50,000,000 and 20,000,000 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 16,250,000 and 17,250,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively (1)	1,625		1,725
Additional paid-in capital	—		23,275
Accumulated deficit	(38,559,844)			(4,800)
Total Stockholders’ Equity	(38,558,219)			20,200
Total Liabilities and Stockholders’ Equity	$	652,446,827	$	87,534

(1) In April 2021, the Sponsor forfeited 1,000,000 shares of Class F common stock (See Note 4).

The accompanying notes are an integral part of these unaudited condensed financial statements.

2

FORTRESS VALUE ACQUISITION CORP. IV

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended  September 30, 2021		For the nine months ended September 30, 2021
General and administrative expenses	$	195,621	$	573,637
Franchise tax expense	50,411		149,838
Loss from operations	(246,032)		(723,475)
Other income (loss):
Interest income	8,365		34,969
Decrease in fair value of warrant liabilities	6,779,562		15,999,574
Fair value in excess of cash received for Private Placement Warrants	—		(1,667,551)
Offering costs related to warrant liabilities	—		(903,175)
Total other income (loss)		6,787,927		13,463,817
Net income	$	6,541,895	$	12,740,342
Weighted average shares outstanding, Class A common stock	65,000,000		64,111,675
Basic and diluted net income per share, Class A common stock	$	0.08	$	0.16
Weighted average shares outstanding, Class F common stock	16,250,000		15,741,758
Basic and diluted net income per share, Class F common stock	$	0.08	$	0.16

The accompanying notes are an integral part of these unaudited condensed financial statements.

3

FORTRESS VALUE ACQUISITION CORP. IV

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the three and nine months ended September 30, 2021

(Unaudited)

	Common stock						Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity
	Class A			Class F
	Shares	Amount		Shares	Amount
Balance - December 31, 2020	—	$	—	17,250,000	$	1,725	$	23,275	$	(4,800)	$	20,200
Remeasurement of Class A common stock subject to possible redemption to redemption value (As Restated - see Note 2)	—	—		—	—		(23,275)		(47,428,080)		(47,451,355)
Net income	—	—		—	—		—			50,550	50,550
Balance - March 31, 2021 (As Restated - see Note 2)	—	$	—	17,250,000	$	1,725	$	—	$	(47,382,330)	$	(47,380,605)
Forfeiture of Sponsor shares	—	—		(1,000,000)	(100)		100		—		—
Remeasurement of Class A common stock subject to possible redemption to redemption value (As Restated - see Note 2)	—	—		—	—		(100)		(3,867,306)		(3,867,406)
Net income	—	—		—	—		—		6,147,897		6,147,897
Balance - June 30, 2021 (As Restated - see Note 2)	—	$	—	16,250,000	$	1,625	$	—	$	(45,101,739)	$	(45,100,114)
Net income	—	—		—	—		—		6,541,895		6,541,895
Balance - September 30, 2021	—	$	—	16,250,000	$	1,625	$	—	$	(38,559,844)	$	(38,558,219)

The accompanying notes are an integral part of these unaudited condensed financial statements.

4

FORTRESS VALUE ACQUISITION CORP. IV

CONDENSED STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2021

(Unaudited)

Cash Flows from Operating Activities:
Net income	$	12,740,342
Adjustments to reconcile net income to net cash used in operating activities:
Interest income from investments held in Trust Account	(34,969)
Decrease in fair value of warrant liabilities	(15,999,574)
Fair value in excess of cash received for Private Placement Warrants	1,667,551
Offering costs related to warrant liabilities	903,175
Changes in operating assets and liabilities:
Prepaid expenses	(410,350)
Accounts payable and accrued expenses	206,468
Franchise tax payable	149,589
Net cash used in operating activities	(777,768)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(650,000,000)
Net cash used in investing activities	(650,000,000)
Cash Flows from Financing Activities:
Proceeds received from Sponsor loan	180,000
Repayment of Sponsor loan	(180,000)
Proceeds received from Initial Public Offering of Units, net of underwriting commissions paid	637,000,000
Payment of offering costs	(225,599)
Proceeds received from issuance of Private Placement Warrants	16,000,000
Net cash provided by financing activities	652,774,401
Net change in cash	1,996,633
Cash - beginning of the period	4,875
Cash - end of the period	$	2,001,508
Supplemental disclosure of non-cash financing activities:
Deferred underwriting commissions payable in connection with the Initial Public Offering	$	22,750,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

5

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1.    Description of Organization and Business Operations

Fortress Value Acquisition Corp. IV (the “Company”) is a blank check company incorporated in Delaware on October 1, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to capitalize on the ability of its management team to identify, acquire and operate a business that may provide opportunities for attractive risk-adjusted returns. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

All activity from October 1, 2020 (inception) through September 30, 2021 relates to the Company’s formation, the completion of the initial public offering (the “Initial Public Offering”), the exercise of the over-allotment option and, since the closing of the Initial Public Offering, the search for a Business Combination candidate. 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 proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on March 15, 2021. On March 18, 2021, the Company consummated its Initial Public Offering of 60,000,000 units (“Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $600,000,000 and incurring offering costs of $33,573,792, inclusive of $21,000,000 in deferred underwriting commissions. In April 2021, the underwriters exercised their over-allotment option and purchased 5,000,000 Units to cover over-allotments made in the Initial Public Offering generating additional gross proceeds of $50,000,000 and incurring additional offering costs of $2,775,683, inclusive of $1,750,000 in deferred underwriting commissions (see Note 5). Each Unit consists of one share of Class A common stock and one-eighth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 6).

6

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Substantially concurrently with the closing of the Initial Public Offering, the Company consummated a private placement (“Private Placement”) of 7,500,000 warrants (the “Private Placement Warrants” and together with the “Public Warrants”, the “Warrants”), at a price of $2.00 per Private Placement Warrant, with the Company’s sponsor, Fortress Value Acquisition Sponsor IV LLC (the “Sponsor”), generating gross proceeds of $15,000,000 (see Note 4). The Private Placement Warrants had an estimated fair value of $16,642,551 as of the closing of the Initial Public Offering, resulting in a $1,642,551 non-cash loss to the Company equal to the fair value in excess of cash received for the Private Placement Warrants. In April 2021, substantially concurrently with the sale of the over-allotment Units, the Company completed a Private Placement with the Sponsor for an additional 500,000 warrants at a price of $2.00 per warrant, generating additional gross proceeds of $1,000,000 (see Note 4). These Private Placement Warrants had an estimated fair value of $1,025,000 as of the sale of the over-allotment Units, resulting in a $25,000 non-cash loss to the Company equal to the fair value in excess of cash received for the Private Placement Warrants.

Upon the closing of the Initial Public Offering, the exercise of the over-allotment option and Private Placement, $650,000,000 ($10.00 per Unit) of the aggregate net cash proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a U.S.-based trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee. The cash proceeds held in the Trust Account were subsequently 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, (“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 selected by the Company 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 held in the Trust Account as described below.

As of September 30, 2021, the Company had $2,001,508 in cash held outside of the Trust Account. 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 Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if any, and excluding the amount of any deferred underwriting discount held in trust) at the time of the Company signing a definitive agreement in connection with its initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

7

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company will provide its stockholders of Public Shares (“Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirement, or the Company decides to obtain stockholder approval for business or other reasons, it will: (i) conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and (ii) file proxy materials with the Securities and Exchange Commission (“SEC”). The Public Stockholders will be entitled to redeem their Public Shares for a pro-rata portion of the amount in the Trust Account (approximately $10.00 per share as of September 30, 2021), plus any pro-rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay for the Company’s tax obligations, calculated as of two business days prior to the consummation of the Business Combination. The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). The Company’s amended and restated certificate of incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the initial business combination and after payment of the deferred underwriting commissions. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Company’s amended and restated certificate of incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.

8

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company’s Sponsor, officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Company’s amended and restated certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months (March 2023) from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares which redemption will completely extinguish Public Stockholders’ rights as stockholders (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 remaining stockholder and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro-rata portion of the amount then in the Trust Account, plus any pro-rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses).

The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commissions (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares.

9

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account (or less than that in certain circumstances). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company, if and to the extent any claims by a third party 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. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, 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 third parties, service providers (other than the Company’s independent registered public accounting firm), 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.

Liquidity and capital resources

As of September 30, 2021, the Company had $2,001,508 in its operating bank account, $34,969 of interest income available in the Trust Account to pay for taxes and working capital surplus of $1,697,250. In order to 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 funds as may be required (“Working Capital Loans”) (see Note 4). Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet the Company’s needs through the earlier of the consummation of a Business Combination and a minimum of one year from the date of issuance of these unaudited condensed financial statements. Over this time period, the Company will be using these funds for paying existing accounts payable and accrued expenses.

Separate trading of Class A common shares and Public Warrants

On May 3, 2021, the Company announced that, commencing May 6, 2021, the holders of the Company’s Units may elect to separately trade the Class A common stock and Public Warrants comprising the Units. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Those Units not separated will continue to trade on the New York Stock Exchange under the symbol “FVIV.U,” and each of the shares of Class A common stock and Public Warrants that are separated will trade on the New York Stock Exchange under the symbols “FVIV” and “FVIV WS,” respectively.

10

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

COVID-19

An outbreak of respiratory disease which caused a global pandemic continues to impact global markets. This coronavirus has resulted in enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions to markets, supply chains and customer activity, as well as general concern and uncertainty. Although a number of vaccines for COVID-19 have been developed and are in the process of being deployed in certain countries, including the United States, the timing for widespread vaccination is uncertain, and these vaccines may be less effective against new mutated strains of the virus. The impact of this coronavirus continues to evolve and is affecting the economies of many nations, individual companies and markets in general and may continue to last for an extended period of time.

Management will continue to evaluate the impact of the COVID-19 pandemic and while the virus could have an adverse effect on the future financial results, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

2.    Restatement of Previously Issued Financial Statements

The Company restated certain line items related to the previously filed financial statements for June 30, 2021 and March 31, 2021 on Form 10-Q filed with the SEC on August 9, 2021 and May 17, 2021, respectively, to classify all Class A common stock in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), paragraph 10-S99-3A, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified 5,010,012 shares and 5,238,061 shares as of June 30, 2021 and March 31, 2021, respectively, in permanent equity. Although the Company did not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that the Company will not redeem its Public Shares in an amount that will cause its net tangible assets to be less than $5,000,001. Upon re-evaluation, the Company determined that the Class A common stock includes certain provisions that require classification of the Class A common stock as temporary equity regardless of the minimum net tangible assets threshold. As a result, the Company restated its previously filed financial statements to classify all Class A common stock as temporary equity and to remeasure from its initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against Additional paid-in capital and Accumulated deficit, as described below in more detail. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its earnings per share calculation to allocate net income (loss) pro-rata to Class A and Class F common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common shares share pro-rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities, operating results or liquidity, in any of the periods.

11

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Impact of Restatement - Quarterly Interim Periods (Unaudited)

The following presents a reconciliation of the condensed balance sheets, condensed statements of operations, condensed statements of changes in stockholders’ equity and condensed statements of cash flows from the prior periods previously reported to the restated amounts as of June 30, 2021 and March 31, 2021, for the three and six months ended June 30, 2021 and for the three months ended March 31, 2021.

	June 30, 2021
Condensed Balance Sheet Data (Unaudited)	As previously reported		Adjustments		As restated
Class A common stock subject to possible redemption (as previously reported: 59,989,988 shares subject to possible redemption) as restated: 65,000,000 shares subject to possible redemption	$	599,899,880	$	50,100,120	$	650,000,000
Class A common stock, $0.0001 par value; (as previously reported: 5,010,012 shares issued and outstanding) as restated: no shares issued and outstanding	$	501	$	(501)	$	—
Additional paid-in capital	$	(1,195,767)	$	1,195,767	$	—
Accumulated deficit	$	6,193,647	$	(51,295,386)	$	(45,101,739)
Total Stockholders’ Equity	$	5,000,006	$	(50,100,120)	$	(45,100,114)

	For the three months ended June 30, 2021
Condensed Statement of Operations (Unaudited)	As previously reported		Adjustments		As restated
Basic and diluted net income (loss) per share, Class A common stock	$	0.00	$	0.08	$	0.08
Basic and diluted net income (loss) per share, Class F common stock	$	0.39	$	(0.31)	$	0.08

	For the six months ended June 30, 2021
Condensed Statement of Operations (Unaudited)	As previously reported		Adjustments		As restated
Basic and diluted net income (loss) per share, Class A common stock	$	0.00	$	0.08	$	0.08
Basic and diluted net income (loss) per share, Class F common stock	$	0.40	$	(0.32)	$	0.08

12

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

	For the three months ended June 30, 2021
Condensed Statement of Changes in Stockholders’ Equity (Unaudited)	As previously reported		Adjustments		As restated
Sale of over-allotment Units, net of offering costs related to Class A common stock and initial fair value of Public Warrants:
Class A Shares	5,000,000		(5,000,000)		—
Class A Amount	$	500	$	(500)	$	—
Additional paid-in capital	$	46,132,094	$	(46,132,094)	$	—
Total Stockholders’ Equity	$	46,132,594	$	(46,132,594)	$	—
Change in Class A common stock subject to possible redemption:
Class A Shares	(5,228,049)		5,228,049		—
Class A Amount	$	(523)	$	523	$	—
Additional paid-in capital	$	(52,279,967)	$	52,279,967	$	—
Total Stockholders’ Equity	$	(52,280,490)	$	52,280,490	$	—
Remeasurement of Class A common stock subject to possible redemption to redemption value:
Additional paid-in capital	$	—	$	(100)	$	(100)
Accumulated deficit	$	—	$	(3,867,306)	$	(3,867,306)
Total Stockholders’ Equity	$	—	$	(3,867,406)	$	(3,867,406)

	For the six months ended June 30, 2021
Condensed Statement of Cash Flows (Unaudited)	As previously reported		Adjustments		As restated
Supplemental disclosure of non-cash financing activities:
Class A common stock subject to possible redemption	$	599,899,880	$	(599,899,880)	$	—

	March 31, 2021
Condensed Balance Sheet Data (Unaudited)	As previously reported		Adjustments		As restated
Class A common stock subject to possible redemption (as previously reported: 54,761,939 shares subject to possible redemption) as restated: 60,000,000 shares subject to possible redemption	$	547,619,390	$	52,380,610	$	600,000,000
Class A common stock, $0.0001 par value; (as previously reported: 5,238,061 shares issued and outstanding) as restated: no shares issued and outstanding	$	524	$	(524)	$	—
Additional paid-in capital	$	4,952,006	$	(4,952,006)	$	—
Accumulated deficit	$	45,750	$	(47,428,080)	$	(47,382,330)
Total Stockholders’ Equity	$	5,000,005	$	(52,380,610)	$	(47,380,605)

13

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

	For the three months ended March 31, 2021
Condensed Statement of Operations (Unaudited)	As previously reported		Adjustments		As restated
Basic and diluted net income (loss) per share, Class A common stock	$	0.00	$	0.00	$	0.00
Basic and diluted net income (loss) per share, Class F common stock	$	0.00	$	0.00	$	0.00

	For the three months ended March 31, 2021
Condensed Statement of Changes in Stockholders’ Equity (Unaudited)	As previously reported		Adjustments		As restated
Sale of Units in Initial Public Offering, net of offering costs related to Class A common stock and initial fair value of Public Warrants:
Class A Shares	60,000,000		(60,000,000)		—
Class A Amount	$	6,000	$	(6,000)	$	—
Additional paid-in capital	$	552,542,645	$	(552,542,645)	$	—
Total Stockholders’ Equity	$	552,548,645	$	(552,548,645)	$	—
Class A common stock subject to possible redemption:
Class A Shares	(54,761,939)		54,761,939		—
Class A Amount	$	(5,476)	$	5,476	$	—
Additional paid-in capital	$	(547,613,914)	$	547,613,914	$	—
Total Stockholders’ Equity	$	(547,619,390)	$	547,619,390	$	—
Remeasurement of Class A common stock subject to possible redemption to redemption value:
Additional paid-in capital	$	—	$	(23,275)	$	(23,275)
Accumulated deficit	$	—	$	(47,428,080)	$	(47,428,080)
Total Stockholders’ Equity	$	—	$	(47,451,355)	$	(47,451,355)

	For the three months ended March 31, 2021
Condensed Statement of Cash Flows (Unaudited)	As previously reported		Adjustments		As restated
Supplemental disclosure of non-cash financing activities:
Class A common stock subject to possible redemption	$	547,619,390	$	(547,619,390)	$	—

14

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

3.    Summary of Significant Accounting Policies

Basis of presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future periods. These unaudited condensed financial statements should be read in conjunction with the Company’s financial statements for the period from October 1, 2020 through December 31, 2020 and footnotes thereto included in the Company’s March 15, 2021 Prospectus filed with the SEC on March 17, 2021.

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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

15

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 unaudited condensed 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 unaudited condensed financial statements in conformity with U.S. GAAP requires 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 unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods.

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 as of September 30, 2021, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

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 had no cash equivalents as of September 30, 2021 and December 31, 2020, respectively.

Investments held in trust account

The Company had $650,034,969 and no investments held in the Trust Account as of September 30, 2021 and December 31, 2020, respectively.

16

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Offering costs

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering of Units and exercise of the over-allotment option and totaled $36,349,475, inclusive of $22,750,000 in deferred underwriting commissions and $354,306 in unpaid offering costs. Offering costs of $35,446,300 were related to the issuance of Class A common stock and charged to temporary equity and $903,175 of the offering costs were related to the warrant liabilities and charged to the unaudited condensed statement of operations.

Income taxes

The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the United States of America is the Company’s only major tax jurisdiction. 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 September 30, 2021 and December 31, 2020, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Class A common stock subject to possible redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with ASC 480. Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 65,000,000 shares of Class A common stock subject to possible redemption at the redemption value were presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets (see Note 7). As of December 31, 2020, there were no shares of Class A common stock issued and outstanding.

17

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Net income (loss) per common share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company’s unaudited condensed statements of operations includes a presentation of net income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of net income (loss) per common share. Earnings and losses are shared pro-rata between the two classes of shares. Remeasurement adjustment associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

Net income (loss) per common share, basic and diluted for Class A common stock for the three and nine months ended September 30, 2021 were calculated by dividing (i) the allocation of net income of $5,233,516 and $10,192,473, respectively, by (ii) the weighted average number of shares of Class A common stock outstanding for the respective periods.

Net income (loss) per common share, basic and diluted for Class F common stock for the three and nine months ended September 30, 2021 were calculated by dividing (i) the allocation of net income of $1,308,379 and $2,547,869, respectively, by (ii) the weighted average number of shares of Class F common stock outstanding for the respective periods.

The Company has not considered the effect of the Warrants sold in the Initial Public Offering (including the exercise of the over-allotment option) and Private Placement to purchase an aggregate of 16,125,000 shares of Class A common stock in the calculation of diluted net income (loss) per share, since the exercise of the Warrants into Class A common shares is contingent upon the occurrence of future events (see Note 6). As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which at times may exceed the Federal depository insurance coverage of $250,000. As of September 30, 2021 and December 31, 2020, respectively, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

18

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Fair value measurements

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

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Warrant liabilities

The Company accounts for its outstanding Public Warrants and Private Placement Warrants in accordance with the guidance contained in FASB ASC Subtopic 815-40 “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”) and determined that the Warrants do not meet the criteria for equity treatment thereunder. As such, each warrant must be recorded as a liability and is subject to re-measurement at each balance sheet date and any change in fair value is recorded in the Company’s unaudited condensed statements of operations. One of the more significant accounting estimates included in these unaudited condensed 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 actual results could differ significantly from those estimates.

Recent accounting pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

19

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

4.    Related Party Transactions

Founder shares

In October 2020, the Company issued an aggregate of 17,250,000 shares of Class F common stock to the Sponsor (the “Founder Shares”) in exchange for an aggregate capital contribution of $25,000. The Sponsor had agreed to forfeit an aggregate of up to 2,250,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. In April 2021, the Sponsor forfeited 1,000,000 Founder Shares as a result of the underwriters’ exercise of the over-allotment option. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination, on a one-for-one basis, subject to adjustment (see Note 6).

The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (a) one year after the completion of the initial Business Combination, (b) subsequent to the initial Business Combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, and (c) following the completion of the initial Business Combination, such future date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. During 2021, the Sponsor transferred 25,000 Founder Shares each to three independent directors of the Company for the same per-share price initially paid for by the Sponsor. Subsequent to the forfeiture and the transfers described above, the Sponsor held 16,175,000 Founder Shares.

Private placement warrants

Substantially concurrently with the closing of the Initial Public Offering, the Sponsor purchased an aggregate 7,500,000 Private Placement Warrants in the Private Placement. In April 2021, substantially concurrently with the sale of the over-allotment Units, the Company completed a Private Placement with the Sponsor for an additional 500,000 warrants. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the 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 Private Placement Warrants will expire worthless. The Sponsor and the Company’s officers and directors have 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 Business Combination.

20

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note payable—related party

Prior to the Initial Public Offering, the Sponsor loaned the Company an aggregate of $180,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note. The promissory note was non-interest bearing, unsecured and due on the earlier of September 30, 2021 and the closing of the Initial Public Offering. The Company repaid the promissory note in full on March 17, 2021.

Office space and related support services

During March 2021, the Company entered into an agreement with an affiliate of the Sponsor to pay a monthly fee of $20,000 for office space and related support services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three and nine months ended September 30, 2021, the Company incurred and paid $60,000 and $130,323, respectively, in expenses for services provided by an affiliate of the Sponsor in connection with the aforementioned agreement.

Related party loans

In order to 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 funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $2.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, respectively, no Working Capital Loans were outstanding.

21

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

5.    Commitments and Contingencies

Registration rights

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed prior to the closing date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form 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 consummation of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting agreement

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 9,000,000 additional Units to cover over-allotments, if any, at the price paid by the underwriters in the Initial Public Offering. In April 2021, the underwriters exercised this over-allotment option and purchased 5,000,000 Units to cover the over-allotments. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $13,000,000 paid upon the closing of the Initial Public Offering and the exercise of the over-allotment option. Additionally, a deferred underwriting discount of $0.35 per unit, or $22,750,000 will be payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes a Business Combination, subject to the terms of the underwriting agreement.

22

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

6.    Warrant Liabilities

The Company has outstanding Public Warrants to purchase an aggregate of 8,125,000 shares of the Company’s common stock and outstanding Private Placement Warrants to purchase an aggregate of 8,000,000 shares of the Company’s common stock (including warrants issued in connection with the exercise of the over-allotment option).

The change in fair value of the warrant liabilities is summarized as follows:

Warrant liabilities as of December 31, 2020	$	—
Initial measurement on March 18, 2021 - Initial Public Offering	31,358,762
Initial measurement on April 22, 2021 - exercise of over-allotment option	2,181,250
Decrease in fair value of warrant liabilities		(15,999,574)
Warrant liabilities as of September 30, 2021	$	17,540,438

Warrants—Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment. 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; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the issuance of shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If the Class A common stock, at the time of any exercise of a warrant, is not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section (18)(b)(1) of the Securities Act, the Company may require warrant holders who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

23

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 common stock issuable upon 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, (ii) the Private Placement Warrants will not be redeemable by the Company (except under scenario 2 below) so long as they are held by the initial purchasers or such purchasers’ permitted transferees, (iii) the Private Placement Warrants may be exercised by the holders on a cashless basis, and (iv) the Private Placement Warrants and the Class A common stock issuable upon exercise of the Private Placement Warrants are entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial stockholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

The Company may call the Public Warrants for redemption:

1.When the price per share of Class A common stock equals or exceeds $18.00:

▪in whole and not in part;

▪at a price of $0.01 per warrant;

▪upon a minimum of 30 days’ prior written notice of redemption; and

▪if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

2.When the price per share of Class A common stock equals or exceeds $10.00 (commencing 90 days after the warrants become exercisable):

▪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 of Class A common stock to be determined by reference to a table included in the warrant agreement, based on the redemption date and the fair market value of Class A common stock;

▪if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

▪if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants; and

▪if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.

24

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

If the Company calls the Public Warrants for redemption, under scenario 1 above, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation. If the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock, the exercise price of the warrants will be adjusted to be equal to 115% of the newly issued price. Additionally, in no event will the Company be required to net cash settle the 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. In such a situation, the warrants would expire worthless.

7.    Class A Common Stock Subject to Possible Redemption

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holder of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 65,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption. As of December 31, 2020, there were no shares of Class A common stock issued and outstanding.

As of September 30, 2021, the Class A common stock subject to possible redemption reflected on the balance sheet are reconciled in the following table:

Gross proceeds	$	650,000,000
Less:
Initial fair value of public warrant liability	(15,872,461)
Class A common stock offering costs	(35,446,300)
Plus:
Remeasurement of Class A common stock subject to possible  redemption to redemption value	51,318,761
Class A common stock subject to possible redemption	$	650,000,000

25

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

8.    Stockholders’ Equity

Class A common stock—Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the shares of Company’s Class A common stock are entitled to one vote for each share on each matter on which they are entitled to vote. As of September 30, 2021, there were 65,000,000 shares of Class A common stock issued and outstanding and all shares of Class A common stock were subject to possible redemption and included in temporary equity (see Note 7). As of December 31, 2020, there were no shares of Class A common stock issued and outstanding.

Class F common stock—Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue 50,000,000 shares of Class F common stock with a par value of $0.0001 per share. Holders of the Company’s Class F common stock are entitled to one vote for each share on each matter on which they are entitled to vote. The Class F common stock will automatically convert into Class A common stock at the time of the consummation of the initial Business Combination, on a one-for-one basis. As of September 30, 2021 and December 31, 2020 there were 16,250,000 and 17,250,000 shares, respectively, of Class F common stock issued and outstanding.

Only holders of the Founder Shares will have the right to elect all of the Company’s directors prior to the initial Business Combination. Otherwise, holders of Class A common stock and Class F common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law or the applicable rules of the New York Stock Exchange then in effect.

In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the shares of Class F common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class F common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, 20% of the sum of the total number of all common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination.

Preferred stock—Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of September 30, 2021 and December 31, 2020 there were no shares of preferred stock, respectively, issued and outstanding.

26

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

9.    Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period.

	September 30, 2021
	Fair Value		Valuation Method
Assets
Investments held in Trust Account	$	650,034,969	Level 1 - Quoted prices in active markets for identical assets
Liabilities
Public Warrant liability	$	6,580,438	Level 1 - Quoted prices in active markets for identical liabilities
Private Placement Warrant liability	$	10,960,000	Level 3 - Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing liabilities

As of September 30, 2021 and December 31, 2020, respectively, the recorded values of cash, accounts payable and accrued expenses and franchise tax payable approximate their fair values due to the short-term nature of these instruments.

Investments held in Trust Account

Investments held in Trust Account are invested in a U.S. treasury securities money market fund as of September 30, 2021. None of the balance in the Trust Account was held in cash as of September 30, 2021.

Warrant liabilities

The following table presents the changes in the fair value of warrant liabilities:

		Private Placement Warrants		Public Warrants		Warrant Liabilities
Fair value as of December 31, 2020		$	—	$	—	$	—
Initial measurement on March 18, 2021(1) - Initial Public Offering		16,642,551		14,716,211		31,358,762
Initial measurement on April 22, 2021(1) - exercise of over-allotment option		1,025,000		1,156,250		2,181,250
Change in fair value(2)(3)		(6,707,551)		(9,292,023)		(15,999,574)
Fair value as of September 30, 2021(4)		$	10,960,000	$	6,580,438	$	17,540,438
___________________________
(1)	Initial fair value for the Warrants on March 18, 2021, the date of the Company’s Initial Public Offering and April 22, 2021, the date the underwriters exercised the over-allotment option, was determined using a closed form barrier option simulation model and a modified Black-Scholes option pricing model, with consideration of the redemption features of the Warrants. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

27

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The key inputs into the modified Black-Scholes option pricing model for the Warrants were as follows at initial measurement:

Input	March 18, 2021 (Initial Measurement)
Risk-free interest rate	1.31	%
Expected volatility	30.0	%
Dividend yield	0.0	%
Expected term (years)	6 years
Exercise price	$11.50

Input	April 22, 2021 (Initial Measurement)
Risk-free interest rate	1.22	%
Expected volatility	28.0	%
Dividend yield	0.0	%
Expected term (years)	6 years
Exercise price	$11.50

The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Warrants. Expected volatility is based on historical volatility of publicly traded warrants for comparable special purpose acquisition companies and the Russell 3000 Index as of the valuation date. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Warrants.

(2)	Changes in valuation are recognized in change in fair value of warrant liabilities in the unaudited condensed statements of operations.
(3)	Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants subsequent to initial measurement, the Company had transfers out of Level 3 totaling $10,400,000 during 2021.

(4) The key inputs into the modified Black-Scholes option pricing model for the Private Placement Warrants were as follows as of September 30, 2021:

Input	September 30, 2021
Risk-free interest rate	0.98	%
Volatility	21.0	%
Dividend yield	0.0	%
Expected term (years)	6 years
Exercise price	$11.50

The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Private Placement Warrants. Volatility is based on the implied volatility of the Company’s Public Warrants, historical volatility of publicly traded warrants for comparable special purpose acquisition companies and the Russell 3000 Index as of the valuation date. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Private Placement Warrants.

Level 3 instruments have inherent uncertainties. If factors or assumptions change, the estimated fair values could be materially different.

28

FORTRESS VALUE ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

10.    Income Tax

The Company’s net deferred tax asset is as follows:

	September 30, 2021
Deferred tax asset
Organizational costs and net operating loss	$	145,594
Total deferred tax asset	145,594
Valuation allowance	(145,594)
Deferred tax asset, net of valuation allowance	$	—

The income tax provision consists of the following:

	September 30, 2021
Federal:
Current	$	—
Deferred	(144,586)
State:
Current	—
Deferred	—
Change in valuation allowance	144,586
Income tax provision	$	—

In assessing the realization of the deferred tax asset, management considers whether it is more likely than not that some portion of all of the deferred tax asset will not be realized. The ultimate realization of deferred tax asset is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liability, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the relevant taxing authority.

11.    Subsequent Events

The notes to the unaudited condensed financial statements include a discussion of material events, if any, which have occurred subsequent to September 30, 2021 (referred to as “subsequent events”) through the date these unaudited condensed financial statements were issued. Management has evaluated the subsequent events through this date and has concluded that no material subsequent events have occurred that require additional adjustment or disclosure in the unaudited condensed financial statements.

29

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “our,” “us” or “we” refer to Fortress Value Acquisition Corp. IV. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q/A.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q/A includes, and oral statements made from time to time by representatives of the Company may include, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q/A. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings. Forward-looking statements in this Quarterly Report may include, for example, statements about:

•our ability to select an appropriate target business or businesses;

•our ability to complete our initial business combination;

•our expectations around the performance of the prospective target business or businesses;

•our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

•our potential ability to obtain additional financing to complete our initial business combination;

30

•our pool of prospective target businesses;

•our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic;

•the ability of our officers and directors to generate a number of potential business combination opportunities;

•our public securities’ potential liquidity and trading;

•the lack of a market for our securities;

•the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance;     

•the Trust Account not being subject to claims of third parties;

•our financial performance; and

•the other risks and uncertainties discussed in “Risk Factors”.

The forward-looking statements contained in this Quarterly Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Item 1A. Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Overview

We are a blank check company incorporated in Delaware on October 1, 2020, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). Although we may pursue an acquisition in any industry or geography, we intend to capitalize on the ability of our management team to identify, acquire and operate a business that may provide opportunities for attractive risk-adjusted returns. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies. Our sponsor is Fortress Value Acquisition Sponsor IV LLC (the “Sponsor”).

31

Our registration statement for the initial public offering (the “Initial Public Offering”) was declared effective on March 15, 2021. On March 18, 2021, we consummated the Initial Public Offering of 60,000,000 units (“Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $600,000,000 and incurring offering costs of $33,573,792, inclusive of $21,000,000 in deferred underwriting commissions. In April 2021, the underwriters exercised their over-allotment option and purchased 5,000,000 Units to cover over-allotments made in the Initial Public Offering generating additional gross proceeds of $50,000,000 and incurring additional offering costs of $2,775,683, inclusive of $1,750,000 in deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-eighth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment.

Substantially concurrently with the closing of the Initial Public Offering, we consummated a private placement (“Private Placement”) of 7,500,000 warrants (the “Private Placement Warrants” and together with the “Public Warrants”, the “Warrants”), at a price of $2.00 per Private Placement Warrant, with our Sponsor, generating gross proceeds of $15,000,000. In April 2021, substantially concurrently with the sale of the over-allotment Units, the Company completed a Private Placement with the Sponsor for an additional 500,000 warrants at a price of $2.00 per warrant, generating additional gross proceeds of $1,000,000.

Upon the closing of the Initial Public Offering, the exercise of the over-allotment option and Private Placement, $650,000,000 ($10.00 per Unit) of the aggregate net cash proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a U.S.-based trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, acting as trustee. The cash proceeds held in the Trust Account were subsequently 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, (“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 selected by us meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account as described below.

32

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account (or less than that in certain circumstances). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company, if and to the extent any claims by a third party 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. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, 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 third parties, service providers (other than the Company’s independent registered public accounting firm), 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.

On May 3, 2021, the Company announced that, commencing May 6, 2021, the holders of the Company’s Units may elect to separately trade the Class A common stock and Public Warrants comprising the Units. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Those Units not separated will continue to trade on the New York Stock Exchange under the symbol “FVIV.U,” and each of the shares of Class A common stock and Public Warrants that are separated will trade on the New York Stock Exchange under the symbols “FVIV” and “FVIV WS,” respectively.

Results of Operations

Since the Initial Public Offering, our activity has been limited to the search for a prospective initial Business Combination, and we will not be generating any operating revenues until the closing and completion of our initial Business Combination. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.

For the three months ended September 30, 2021, we had net income of $6,541,895 which consisted of $8,365 in interest income and a non-cash $6,779,562 decrease in fair value of warrant liabilities, partially offset by $195,621 in general and administrative expenses and $50,411 in franchise tax expense. General and administrative expenses were primarily comprised of insurance expense and administrative fees.

33

For the nine months ended September 30, 2021, we had net income of $12,740,342 which consisted of $34,969 in interest income and a non-cash $15,999,574 decrease in fair value of warrant liabilities, partially offset by a non-cash $1,667,551 loss on the excess of fair value over cash received for the Private Placement Warrants, $903,175 in offering costs related to warrant liabilities, $573,637 in general and administrative expenses and $149,838 in franchise tax expense. General and administrative expenses were primarily comprised of insurance expense and administrative fees.

Liquidity and Capital Resources

As indicated in the accompanying unaudited condensed financial statements, as of September 30, 2021, we had $2,001,508 in our operating bank account and working capital surplus of $1,697,250.

Through our Initial Public Offering, our liquidity needs have been satisfied through receipt of a $25,000 capital contribution from our Sponsor in exchange for the issuance of the Founder Shares to our Sponsor, up to $300,000 in loans from our Sponsor and the proceeds not held in the Trust Account, which resulted from the consummation of the Initial Public Offering and the sale of Private Placement Warrants to the Sponsor. Following the closing of the Initial Public Offering, the exercise of the over-allotment option, and the sale of Private Placement Warrants, which resulted in $650,000,000 ($10.00 per Unit) being placed into a Trust Account and payment of expenses, we had $2,001,508 in cash held outside of the Trust Account as of September 30, 2021, which we intend to use for working capital purposes.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”).

Based on the foregoing, we believe we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of a Business Combination and a minimum of one year from the date of issuance of these unaudited condensed financial statements. Over this time period, the Company will be using these funds for paying existing accounts payable and accrued expenses.

If our estimates of the costs of undertaking in-depth due diligence and negotiating our initial Business Combination is less than the actual amount necessary to do so, or the amount of interest available to us from the Trust Account is less than we expect as a result of the current interest rate environment, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to consummate our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial Business Combination. Following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

34

Critical Accounting Policies and Estimates

Class A common stock subject to possible redemption

We account for our Class A common stock subject to possible redemption in accordance with the guidance in Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock 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 our control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 65,000,000 shares of Class A common stock subject to possible redemption at the redemption value were presented as temporary equity, outside of the stockholders’ equity section of our condensed balance sheets. As of December 31, 2020, there were no shares of Class A common stock issued and outstanding.

Net income (loss) per common share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company’s unaudited condensed statements of operations includes a presentation of net income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of net income (loss) per common share. Earnings and losses are shared pro-rata between the two classes of shares. Remeasurement adjustment associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

Net income (loss) per common share, basic and diluted for Class A common stock for the three and nine months ended September 30, 2021 were calculated by dividing (i) the allocation of net income of $5,233,516 and $10,192,473, respectively, by (ii) the weighted average number of shares of Class A common stock outstanding for the respective periods.

Net income (loss) per common share, basic and diluted for Class F common stock for the three and nine months ended September 30, 2021 were calculated by dividing (i) the allocation of net income of $1,308,379 and $2,547,869, respectively, by (ii) the weighted average number of shares of Class F common stock outstanding for the respective periods.

35

The Company has not considered the effect of the Warrants sold in the Initial Public Offering (including the exercise of the over-allotment option) and Private Placement to purchase an aggregate of 16,125,000 shares of Class A common stock in the calculation of diluted net income (loss) per share, since the exercise of the Warrants into Class A common shares is contingent upon the occurrence of future events. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented.

Warrant liabilities

The Company accounts for its outstanding Public Warrants and Private Placement Warrants in accordance with the guidance contained in FASB ASC Subtopic 815-40 “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”) and determined that the Warrants do not meet the criteria for equity treatment thereunder. As such, each warrant must be recorded as a liability and is subject to re-measurement at each balance sheet date and any change in fair value is recorded in the Company’s unaudited condensed statements of operations. One of the more significant accounting estimates included in these unaudited condensed 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 actual results could differ significantly from those estimates.

Recent accounting pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Off-Balance Sheet Arrangements

As of September 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As such, our unaudited condensed financial statements may not be comparable to companies that comply with public company effective dates.

36

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective relating to the Company’s accounting for complex financial instruments. Notwithstanding this material weakness, management has concluded that our unaudited condensed financial statements included in this Quarterly Report on Amended Form 10-Q/A are fairly stated in all material respects in accordance with GAAP for each of the periods presented herein.

Changes in Internal Control over Financial Reporting

The Chief Executive Officer and Chief Financial Officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for complex financial instruments. The Company’s management has expended, and will continue to expend a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and improved these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

There were no other changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2021 covered by this Quarterly Report on Form 10-Q/A that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

37

38

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

There have been no changes to the risk factors disclosed in “Risk Factors” included in our Prospectus dated March 15, 2021 filed with the SEC on March 17, 2021 and our Quarterly Report for the quarterly period ended March 31, 2021 filed on Form 10-Q with the SEC on May 17, 2021, except for the below:

We have identified a material weakness in our internal control over financial reporting as of September 30, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Our management identified a material weakness in our internal controls over financial reporting relating to the accounting for complex financial instruments and concluded that our disclosure controls were not effective as of September 30, 2021.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

39

    We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

As a result of such material weakness related to the above mentioned change, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Form 10-Q/A, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete a Business Combination.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

In October 2020, we issued an aggregate of 17,250,000 shares of Class F common stock to our Sponsor in exchange for an aggregate capital contribution of $25,000. In April 2021, the Sponsor forfeited 1,000,000 shares as a result of the underwriters’ exercise of the over-allotment option resulting in an aggregate of 16,250,000 shares of Class F common stock issued and outstanding. During 2021, the Sponsor transferred 25,000 Founder Shares each to three independent directors of the Company for the same per-share price initially paid for by the Sponsor. As of September 30, 2021, the Sponsor held 16,175,000 Founder Shares.

On March 18, 2021, the Company consummated its Initial Public Offering of 60,000,000 Units, with each Unit consisting of one share of Class A common stock of the Company, par value $0.0001 per share, and one-eighth of one redeemable warrant to purchase one share of Class A common stock. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $600,000,000. In April 2021, the underwriters exercised their over-allotment option and purchased 5,000,000 Units to cover over-allotments made in the Initial Public Offering generating additional gross proceeds of $50,000,000.

Substantially concurrently with the closing of the Initial Public Offering, our Sponsor purchased an aggregate 7,500,000 warrants, at a price of $2.00 per Private Placement Warrant, generating gross proceeds of $15,000,000, each exercisable to purchase one share of Class A common stock at $11.50 per share. In April 2021, substantially concurrently with the sale of the over-allotment Units, the Company completed a Private Placement with the Sponsor for an additional 500,000 warrants at a price of $2.00 per warrant, generating additional gross proceeds of $1,000,000. Following the closing of the Initial Public Offering, the exercise of the over-allotment option and the sale of Private Placement Warrants, an aggregate of $650,000,000 was placed in the Trust Account.

For a description of the use of the proceeds generated in our initial public offering, see Part I, Item 2 of this Quarterly Report on Form 10-Q/A.

40

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

41

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q/A:

Exhibit Index

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2021).
4.1	Warrant Agreement, dated March 15, 2021, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2021).
10.1	Investment Management Trust Agreement, dated March 15, 2021, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2021).
10.2	Registration Rights Agreement, dated March 15, 2021, among the Company, the Sponsor and certain other security holders named therein (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2021).
10.3	Private Placement Warrants Purchase Agreement, dated March 15, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2021).
10.4	Administrative Services Agreement, dated March 15, 2021, between the Company and FIG LLC (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2021).
10.5	Letter Agreement, dated March 15, 2021, between the Company, the Sponsor and the Company’s officers and directors (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2021).
10.6	Indemnity Agreement, dated March 15, 2021, between the Company and Joshua A. Pack (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2021).
10.7	Indemnity Agreement, dated March 15, 2021, between the Company and Andrew A. McKnight (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2021).
10.8	Indemnity Agreement, dated March 15, 2021, between the Company and Daniel N. Bass (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2021).
10.9	Indemnity Agreement, dated March 15, 2021, between the Company and Micah B. Kaplan (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2021).
10.10	Indemnity Agreement, dated March 15, 2021, between the Company and Alexander P. Gillette (incorporated by reference to Exhibit 10.10 of the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2021).
10.11	Indemnity Agreement, dated March 15, 2021, between the Company and Marc Furstein (incorporated by reference to Exhibit 10.11 of the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2021).
10.12	Indemnity Agreement, dated March 15, 2021, between the Company and Leslee Cowen (incorporated by reference to Exhibit 10.12 of the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2021).

42

10.13		Indemnity Agreement, dated March 15, 2021, between the Company and Claudio Reyna (incorporated by reference to Exhibit 10.13 of the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2021).
10.14		Indemnity Agreement, dated April 26, 2021, between the Company and David Weinreb (incorporated by reference to Exhibit 10.14 of the Company's Quarterly Report on Form 10-Q filed with the SEC on August 9, 2021.)
10.15		Indemnity Agreement, dated July 1, 2021, between the Company and Leilani Verge (incorporated by reference to Exhibit 10.15 of the Company's Quarterly Report on Form 10-Q filed with the SEC on November 3, 2021).
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		The following financial information from the Company’s Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Condensed Balance Sheets; (ii) Condensed Statement of Operations; (iii) Condensed Statement of Changes in Stockholders’ Equity; (iv) Condensed Statement of Cash Flows; and (v) Notes to Condensed Financial Statements.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*	Filed herewith
**	Furnished herewith

43

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	Fortress Value Acquisition Corp. IV
	By:	/s/ Daniel N. Bass
		Daniel N. Bass
		Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)
Date: December 14, 2021

44

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joshua A. Pack, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q/A of Fortress Value Acquisition Corp. IV;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d—15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Intentionally omitted;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

December 14, 2021	/s/ Joshua A. Pack
	Joshua A. Pack
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULES 13a‑14(a) AND 15d‑14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Daniel N. Bass, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q/A of Fortress Value Acquisition Corp. IV;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d—15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Intentionally omitted;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

December 14, 2021	/s/ Daniel N. Bass
	Daniel N. Bass
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CEO PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q/A of Fortress Value Acquisition Corp. IV (the “Company”) for the period ending September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Joshua A. Pack, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Joshua A. Pack

Joshua A. Pack

Chief Executive Officer

December 14, 2021

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CFO PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q/A of Fortress Value Acquisition Corp. IV (the “Company”) for the period ending September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Daniel N. Bass, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Daniel N. Bass

Daniel N. Bass

Chief Financial Officer

December 14, 2021

XML

Cover - shares	9 Months Ended
	Sep. 30, 2021	Dec. 13, 2021
Entity Information [Line Items]
Document Type	10-Q/A
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Document Transition Report	false
Entity File Number	001-40219
Entity Registrant Name	FORTRESS VALUE ACQUISITION CORP. IV
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3271127
Entity Address, Address Line One	1345 Avenue of the Americas
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10105
City Area Code	212
Local Phone Number	798-6100
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
Amendment Flag	true
Amendment Description	Fortress Value Acquisition Corp. IV (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “10-Q/A”) to amend and restate certain items in the Company’s Quarterly Report on Form 10-Q as of September 30, 2021 and for the three and nine months ended September 30, 2021 (the “Original 10-Q”), originally filed with the Securities and Exchange Commission (the “SEC”) on November 3, 2021.
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001828183
Current Fiscal Year End Date	--12-31
Units, each consisting of one share of Class A common stock and one-eighth of one redeemable warrant
Entity Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-eighth of one redeemable warrant
Trading Symbol	FVIV.U
Security Exchange Name	NYSE
Class A common stock, par value $0.0001 per share
Entity Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	FVIV
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		65,000,000
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Entity Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	FVIV WS
Security Exchange Name	NYSE
Class F common stock, par value $0.0001 per share
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		16,250,000

XML

CONDENSED BALANCE SHEETS - USD ($)		Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash		$ 2,001,508	$ 4,875
Prepaid expenses		410,350	0
Total current assets		2,411,858	4,875
Investments held in Trust Account		650,034,969	0
Deferred offering costs		0	82,659
Total Assets		652,446,827	87,534
Current liabilities:
Accounts payable and accrued expenses		565,019	67,334
Franchise tax payable		149,589	0
Total current liabilities		714,608	67,334
Deferred underwriting commissions payable		22,750,000	0
Warrant liabilities		17,540,438	0
Total Liabilities		41,005,046	67,334
Commitments and Contingencies
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		0	0
Additional paid-in capital		0	23,275
Accumulated deficit		(38,559,844)	(4,800)
Total Stockholders’ Equity		(38,558,219)	20,200
Total Liabilities and Stockholders’ Equity		652,446,827	87,534
Common Class A
Current liabilities:
Class A common stock subject to possible redemption; 65,000,000 and no shares issued and outstanding at redemption value as of September 30, 2021 and December 31, 2020, respectively		650,000,000	0
Stockholders’ Equity:
Common stock		0	0
Common Class F
Stockholders’ Equity:
Common stock	[1]	$ 1,625	$ 1,725

[1] In April 2021, the Sponsor forfeited 1,000,000 shares of Class F common stock (See Note 4).

XML

CONDENSED BALANCE SHEETS (Parenthetical)	Apr. 30, 2021 shares
Common Class F
Common stock, shares forfeited (in shares)	1,000,000

XML

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
General and administrative expenses	$ 195,621	$ 573,637
Franchise tax expense	50,411	149,838
Loss from operations	(246,032)	(723,475)
Other income (loss):
Interest income	8,365	34,969
Decrease in fair value of warrant liabilities	6,779,562	15,999,574
Fair value in excess of cash received for Private Placement Warrants	0	(1,667,551)
Offering costs related to warrant liabilities	0	(903,175)
Total other income (loss)	6,787,927	13,463,817
Net income	6,541,895	12,740,342
Common Class A
Other income (loss):
Net income	$ 5,233,516	$ 10,192,473
Weighted average shares outstanding, basic (in shares)	65,000,000	64,111,675
Weighted average shares outstanding, diluted (in shares)	65,000,000	64,111,675
Basic and diluted net income per share (in usd per share)	$ 0.08	$ 0.16
Basic and diluted net income per share (in usd per share)	$ 0.08	$ 0.16
Common Class F
Other income (loss):
Net income	$ 1,308,379	$ 2,547,869
Weighted average shares outstanding, basic (in shares)	16,250,000	15,741,758
Weighted average shares outstanding, diluted (in shares)	16,250,000	15,741,758
Basic and diluted net income per share (in usd per share)	$ 0.08	$ 0.16
Basic and diluted net income per share (in usd per share)	$ 0.08	$ 0.16

XML

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Total	Additional Paid-In Capital	Accumulated Deficit	Common Class A	Common Class A Common stock	Common Class F	Common Class F Common stock
Beginning balance (in shares) at Dec. 31, 2020				0	0	17,250,000	17,250,000
Beginning balance at Dec. 31, 2020	$ 20,200	$ 23,275	$ (4,800)		$ 0		$ 1,725
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A common stock to redemption value	(47,451,355)	(23,275)	(47,428,080)
Net income	50,550		50,550
Ending balance (in shares) at Mar. 31, 2021				0	0		17,250,000
Ending balance at Mar. 31, 2021	(47,380,605)	0	(47,382,330)		$ 0		$ 1,725
Beginning balance (in shares) at Dec. 31, 2020				0	0	17,250,000	17,250,000
Beginning balance at Dec. 31, 2020	20,200	23,275	(4,800)		$ 0		$ 1,725
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	12,740,342			$ 10,192,473		$ 2,547,869
Ending balance (in shares) at Sep. 30, 2021					0	16,250,000	16,250,000
Ending balance at Sep. 30, 2021	(38,558,219)	0	(38,559,844)		$ 0		$ 1,625
Beginning balance (in shares) at Mar. 31, 2021				0	0		17,250,000
Beginning balance at Mar. 31, 2021	(47,380,605)	0	(47,382,330)		$ 0		$ 1,725
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A common stock to redemption value	(3,867,406)	(100)	(3,867,306)
Forfeiture of Sponsor shares (in shares)							(1,000,000)
Forfeiture of Sponsor shares	0	100					$ (100)
Net income	6,147,897		6,147,897
Ending balance (in shares) at Jun. 30, 2021				0	0		16,250,000
Ending balance at Jun. 30, 2021	(45,100,114)	0	(45,101,739)		$ 0		$ 1,625
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	6,541,895		6,541,895	$ 5,233,516		$ 1,308,379
Ending balance (in shares) at Sep. 30, 2021					0	16,250,000	16,250,000
Ending balance at Sep. 30, 2021	$ (38,558,219)	$ 0	$ (38,559,844)		$ 0		$ 1,625

XML

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Cash Flows from Operating Activities:
Net income	$ 6,541,895	$ 12,740,342
Adjustments to reconcile net income to net cash used in operating activities:
Interest income from investments held in Trust Account	(8,365)	(34,969)
Decrease in fair value of warrant liabilities	(6,779,562)	(15,999,574)
Fair value in excess of cash received for Private Placement Warrants	0	1,667,551
Offering costs related to warrant liabilities	0	903,175
Changes in operating assets and liabilities:
Prepaid expenses		(410,350)
Accounts payable and accrued expenses		206,468
Franchise tax payable		149,589
Net cash used in operating activities		(777,768)
Cash Flows from Investing Activities:
Cash deposited in Trust Account		(650,000,000)
Net cash used in investing activities		(650,000,000)
Cash Flows from Financing Activities:
Proceeds received from Sponsor loan		180,000
Repayment of Sponsor loan		(180,000)
Proceeds received from Initial Public Offering of Units, net of underwriting commissions paid		637,000,000
Payment of offering costs		(225,599)
Proceeds received from issuance of Private Placement Warrants		16,000,000
Net cash provided by financing activities		652,774,401
Net change in cash		1,996,633
Cash - beginning of the period		4,875
Cash - end of the period	$ 2,001,508	2,001,508
Supplemental disclosure of non-cash financing activities:
Deferred underwriting commissions payable in connection with the Initial Public Offering		$ 22,750,000

XML

Description of Organization and Business Operations

9 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Organization and Business Operations

Description of Organization and Business Operations

Fortress Value Acquisition Corp. IV (the “Company”) is a blank check company incorporated in Delaware on October 1, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to capitalize on the ability of its management team to identify, acquire and operate a business that may provide opportunities for attractive risk-adjusted returns. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

All activity from October 1, 2020 (inception) through September 30, 2021 relates to the Company’s formation, the completion of the initial public offering (the “Initial Public Offering”), the exercise of the over-allotment option and, since the closing of the Initial Public Offering, the search for a Business Combination candidate. 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 proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on March 15, 2021. On March 18, 2021, the Company consummated its Initial Public Offering of 60,000,000 units (“Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $600,000,000 and incurring offering costs of $33,573,792, inclusive of $21,000,000 in deferred underwriting commissions. In April 2021, the underwriters exercised their over-allotment option and purchased 5,000,000 Units to cover over-allotments made in the Initial Public Offering generating additional gross proceeds of $50,000,000 and incurring additional offering costs of $2,775,683, inclusive of $1,750,000 in deferred underwriting commissions (see Note 5). Each Unit consists of one share of Class A common stock and one-eighth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 6).

Substantially concurrently with the closing of the Initial Public Offering, the Company consummated a private placement (“Private Placement”) of 7,500,000 warrants (the “Private Placement Warrants” and together with the “Public Warrants”, the “Warrants”), at a price of $2.00 per Private Placement Warrant, with the Company’s sponsor, Fortress Value Acquisition Sponsor IV LLC (the “Sponsor”), generating gross proceeds of $15,000,000 (see Note 4). The Private Placement Warrants had an estimated fair value of $16,642,551 as of the closing of the Initial Public Offering, resulting in a $1,642,551 non-cash loss to the Company equal to the fair value in excess of cash received for the Private Placement Warrants. In April 2021, substantially concurrently with the sale of the over-allotment Units, the Company completed a Private Placement with the Sponsor for an additional 500,000 warrants at a price of $2.00 per warrant, generating additional gross proceeds of $1,000,000 (see Note 4). These Private Placement Warrants had an estimated fair value of $1,025,000 as of the sale of the over-allotment Units, resulting in a $25,000 non-cash loss to the Company equal to the fair value in excess of cash received for the Private Placement Warrants.

Upon the closing of the Initial Public Offering, the exercise of the over-allotment option and Private Placement, $650,000,000 ($10.00 per Unit) of the aggregate net cash proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a U.S.-based trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee. The cash proceeds held in the Trust Account were subsequently 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, (“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 selected by the Company 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 held in the Trust Account as described below.

As of September 30, 2021, the Company had $2,001,508 in cash held outside of the Trust Account. 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 Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if any, and excluding the amount of any deferred underwriting discount held in trust) at the time of the Company signing a definitive agreement in connection with its initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its stockholders of Public Shares (“Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirement, or the Company decides to obtain stockholder approval for business or other reasons, it will: (i) conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and (ii) file proxy materials with the Securities and Exchange Commission (“SEC”). The Public Stockholders will be entitled to redeem their Public Shares for a pro-rata portion of the amount in the Trust Account (approximately $10.00 per share as of September 30, 2021), plus any pro-rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay for the Company’s tax obligations, calculated as of two business days prior to the consummation of the Business Combination. The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). The Company’s amended and restated certificate of incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the initial business combination and after payment of the deferred underwriting commissions. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Company’s amended and restated certificate of incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Company’s amended and restated certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months (March 2023) from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares which redemption will completely extinguish Public Stockholders’ rights as stockholders (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 remaining stockholder and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro-rata portion of the amount then in the Trust Account, plus any pro-rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses).

The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commissions (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account (or less than that in certain circumstances). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company, if and to the extent any claims by a third party 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. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, 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 third parties, service providers (other than the Company’s independent registered public accounting firm), 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.

Liquidity and capital resources

As of September 30, 2021, the Company had $2,001,508 in its operating bank account, $34,969 of interest income available in the Trust Account to pay for taxes and working capital surplus of $1,697,250. In order to 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 funds as may be required (“Working Capital Loans”) (see Note 4). Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet the Company’s needs through the earlier of the consummation of a Business Combination and a minimum of one year from the date of issuance of these unaudited condensed financial statements. Over this time period, the Company will be using these funds for paying existing accounts payable and accrued expenses.

Separate trading of Class A common shares and Public Warrants

On May 3, 2021, the Company announced that, commencing May 6, 2021, the holders of the Company’s Units may elect to separately trade the Class A common stock and Public Warrants comprising the Units. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Those Units not separated will continue to trade on the New York Stock Exchange under the symbol “FVIV.U,” and each of the shares of Class A common stock and Public Warrants that are separated will trade on the New York Stock Exchange under the symbols “FVIV” and “FVIV WS,” respectively.

COVID-19

An outbreak of respiratory disease which caused a global pandemic continues to impact global markets. This coronavirus has resulted in enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions to markets, supply chains and customer activity, as well as general concern and uncertainty. Although a number of vaccines for COVID-19 have been developed and are in the process of being deployed in certain countries, including the United States, the timing for widespread vaccination is uncertain, and these vaccines may be less effective against new mutated strains of the virus. The impact of this coronavirus continues to evolve and is affecting the economies of many nations, individual companies and markets in general and may continue to last for an extended period of time.

Management will continue to evaluate the impact of the COVID-19 pandemic and while the virus could have an adverse effect on the future financial results, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

XML

Restatement of Previously Issued Financial Statements

9 Months Ended

Sep. 30, 2021

Accounting Changes and Error Corrections [Abstract]

Restatement of Previously Issued Financial Statements

Restatement of Previously Issued Financial Statements The Company restated certain line items related to the previously filed financial statements for June 30, 2021 and March 31, 2021 on Form 10-Q filed with the SEC on August 9, 2021 and May 17, 2021, respectively, to classify all Class A common stock in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), paragraph 10-S99-3A, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified 5,010,012 shares and 5,238,061 shares as of June 30, 2021 and March 31, 2021, respectively, in permanent equity. Although the Company did not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that the Company will not redeem its Public Shares in an amount that will cause its net tangible assets to be less than $5,000,001. Upon re-evaluation, the Company determined that the Class A common stock includes certain provisions that require classification of the Class A common stock as temporary equity regardless of the minimum net tangible assets threshold. As a result, the Company restated its previously filed financial statements to classify all Class A common stock as temporary equity and to remeasure from its initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against Additional paid-in capital and Accumulated deficit, as described below in more detail. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its earnings per share calculation to allocate net income (loss) pro-rata to Class A and Class F common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common shares share pro-rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities, operating results or liquidity, in any of the periods.

Impact of Restatement - Quarterly Interim Periods (Unaudited)

The following presents a reconciliation of the condensed balance sheets, condensed statements of operations, condensed statements of changes in stockholders’ equity and condensed statements of cash flows from the prior periods previously reported to the restated amounts as of June 30, 2021 and March 31, 2021, for the three and six months ended June 30, 2021 and for the three months ended March 31, 2021.

	June 30, 2021
Condensed Balance Sheet Data (Unaudited)	As previously reported		Adjustments		As restated
Class A common stock subject to possible redemption (as previously reported: 59,989,988 shares subject to possible redemption) as restated: 65,000,000 shares subject to possible redemption	$	599,899,880	$	50,100,120	$	650,000,000
Class A common stock, $0.0001 par value; (as previously reported: 5,010,012 shares issued and outstanding) as restated: no shares issued and outstanding	$	501	$	(501)	$	—
Additional paid-in capital	$	(1,195,767)	$	1,195,767	$	—
Accumulated deficit	$	6,193,647	$	(51,295,386)	$	(45,101,739)
Total Stockholders’ Equity	$	5,000,006	$	(50,100,120)	$	(45,100,114)

	For the three months ended June 30, 2021
Condensed Statement of Operations (Unaudited)	As previously reported		Adjustments		As restated
Basic and diluted net income (loss) per share, Class A common stock	$	0.00	$	0.08	$	0.08
Basic and diluted net income (loss) per share, Class F common stock	$	0.39	$	(0.31)	$	0.08

	For the six months ended June 30, 2021
Condensed Statement of Operations (Unaudited)	As previously reported		Adjustments		As restated
Basic and diluted net income (loss) per share, Class A common stock	$	0.00	$	0.08	$	0.08
Basic and diluted net income (loss) per share, Class F common stock	$	0.40	$	(0.32)	$	0.08

	For the three months ended June 30, 2021
Condensed Statement of Changes in Stockholders’ Equity (Unaudited)	As previously reported		Adjustments		As restated
Sale of over-allotment Units, net of offering costs related to Class A common stock and initial fair value of Public Warrants:
Class A Shares	5,000,000		(5,000,000)		—
Class A Amount	$	500	$	(500)	$	—
Additional paid-in capital	$	46,132,094	$	(46,132,094)	$	—
Total Stockholders’ Equity	$	46,132,594	$	(46,132,594)	$	—
Change in Class A common stock subject to possible redemption:
Class A Shares	(5,228,049)		5,228,049		—
Class A Amount	$	(523)	$	523	$	—
Additional paid-in capital	$	(52,279,967)	$	52,279,967	$	—
Total Stockholders’ Equity	$	(52,280,490)	$	52,280,490	$	—
Remeasurement of Class A common stock subject to possible redemption to redemption value:
Additional paid-in capital	$	—	$	(100)	$	(100)
Accumulated deficit	$	—	$	(3,867,306)	$	(3,867,306)
Total Stockholders’ Equity	$	—	$	(3,867,406)	$	(3,867,406)

	For the six months ended June 30, 2021
Condensed Statement of Cash Flows (Unaudited)	As previously reported		Adjustments		As restated
Supplemental disclosure of non-cash financing activities:
Class A common stock subject to possible redemption	$	599,899,880	$	(599,899,880)	$	—

	March 31, 2021
Condensed Balance Sheet Data (Unaudited)	As previously reported		Adjustments		As restated
Class A common stock subject to possible redemption (as previously reported: 54,761,939 shares subject to possible redemption) as restated: 60,000,000 shares subject to possible redemption	$	547,619,390	$	52,380,610	$	600,000,000
Class A common stock, $0.0001 par value; (as previously reported: 5,238,061 shares issued and outstanding) as restated: no shares issued and outstanding	$	524	$	(524)	$	—
Additional paid-in capital	$	4,952,006	$	(4,952,006)	$	—
Accumulated deficit	$	45,750	$	(47,428,080)	$	(47,382,330)
Total Stockholders’ Equity	$	5,000,005	$	(52,380,610)	$	(47,380,605)

	For the three months ended March 31, 2021
Condensed Statement of Operations (Unaudited)	As previously reported		Adjustments		As restated
Basic and diluted net income (loss) per share, Class A common stock	$	0.00	$	0.00	$	0.00
Basic and diluted net income (loss) per share, Class F common stock	$	0.00	$	0.00	$	0.00

	For the three months ended March 31, 2021
Condensed Statement of Changes in Stockholders’ Equity (Unaudited)	As previously reported		Adjustments		As restated
Sale of Units in Initial Public Offering, net of offering costs related to Class A common stock and initial fair value of Public Warrants:
Class A Shares	60,000,000		(60,000,000)		—
Class A Amount	$	6,000	$	(6,000)	$	—
Additional paid-in capital	$	552,542,645	$	(552,542,645)	$	—
Total Stockholders’ Equity	$	552,548,645	$	(552,548,645)	$	—
Class A common stock subject to possible redemption:
Class A Shares	(54,761,939)		54,761,939		—
Class A Amount	$	(5,476)	$	5,476	$	—
Additional paid-in capital	$	(547,613,914)	$	547,613,914	$	—
Total Stockholders’ Equity	$	(547,619,390)	$	547,619,390	$	—
Remeasurement of Class A common stock subject to possible redemption to redemption value:
Additional paid-in capital	$	—	$	(23,275)	$	(23,275)
Accumulated deficit	$	—	$	(47,428,080)	$	(47,428,080)
Total Stockholders’ Equity	$	—	$	(47,451,355)	$	(47,451,355)

	For the three months ended March 31, 2021
Condensed Statement of Cash Flows (Unaudited)	As previously reported		Adjustments		As restated
Supplemental disclosure of non-cash financing activities:
Class A common stock subject to possible redemption	$	547,619,390	$	(547,619,390)	$	—

XML

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future periods. These unaudited condensed financial statements should be read in conjunction with the Company’s financial statements for the period from October 1, 2020 through December 31, 2020 and footnotes thereto included in the Company’s March 15, 2021 Prospectus filed with the SEC on March 17, 2021.

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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder 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 unaudited condensed 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 unaudited condensed financial statements in conformity with U.S. GAAP requires 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 unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods.

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 as of September 30, 2021, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

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 had no cash equivalents as of September 30, 2021 and December 31, 2020, respectively.

Investments held in trust account

The Company had $650,034,969 and no investments held in the Trust Account as of September 30, 2021 and December 31, 2020, respectively.

Offering costs

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering of Units and exercise of the over-allotment option and totaled $36,349,475, inclusive of $22,750,000 in deferred underwriting commissions and $354,306 in unpaid offering costs. Offering costs of $35,446,300 were related to the issuance of Class A common stock and charged to temporary equity and $903,175 of the offering costs were related to the warrant liabilities and charged to the unaudited condensed statement of operations.

Income taxes

The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the United States of America is the Company’s only major tax jurisdiction. 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 September 30, 2021 and December 31, 2020, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Class A common stock subject to possible redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with ASC 480. Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 65,000,000 shares of Class A common stock subject to possible redemption at the redemption value were presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets (see Note 7). As of December 31, 2020, there were no shares of Class A common stock issued and outstanding.

Net income (loss) per common share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company’s unaudited condensed statements of operations includes a presentation of net income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of net income (loss) per common share. Earnings and losses are shared pro-rata between the two classes of shares. Remeasurement adjustment associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

Net income (loss) per common share, basic and diluted for Class A common stock for the three and nine months ended September 30, 2021 were calculated by dividing (i) the allocation of net income of $5,233,516 and $10,192,473, respectively, by (ii) the weighted average number of shares of Class A common stock outstanding for the respective periods.

Net income (loss) per common share, basic and diluted for Class F common stock for the three and nine months ended September 30, 2021 were calculated by dividing (i) the allocation of net income of $1,308,379 and $2,547,869, respectively, by (ii) the weighted average number of shares of Class F common stock outstanding for the respective periods.

The Company has not considered the effect of the Warrants sold in the Initial Public Offering (including the exercise of the over-allotment option) and Private Placement to purchase an aggregate of 16,125,000 shares of Class A common stock in the calculation of diluted net income (loss) per share, since the exercise of the Warrants into Class A common shares is contingent upon the occurrence of future events (see Note 6). As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which at times may exceed the Federal depository insurance coverage of $250,000. As of September 30, 2021 and December 31, 2020, respectively, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair value measurements

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

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Warrant liabilities

The Company accounts for its outstanding Public Warrants and Private Placement Warrants in accordance with the guidance contained in FASB ASC Subtopic 815-40 “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”) and determined that the Warrants do not meet the criteria for equity treatment thereunder. As such, each warrant must be recorded as a liability and is subject to re-measurement at each balance sheet date and any change in fair value is recorded in the Company’s unaudited condensed statements of operations. One of the more significant accounting estimates included in these unaudited condensed 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 actual results could differ significantly from those estimates.

Recent accounting pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

XML

Related Party Transactions

9 Months Ended

Sep. 30, 2021

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Founder shares

In October 2020, the Company issued an aggregate of 17,250,000 shares of Class F common stock to the Sponsor (the “Founder Shares”) in exchange for an aggregate capital contribution of $25,000. The Sponsor had agreed to forfeit an aggregate of up to 2,250,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. In April 2021, the Sponsor forfeited 1,000,000 Founder Shares as a result of the underwriters’ exercise of the over-allotment option. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination, on a one-for-one basis, subject to adjustment (see Note 6).

The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (a) one year after the completion of the initial Business Combination, (b) subsequent to the initial Business Combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, and (c) following the completion of the initial Business Combination, such future date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. During 2021, the Sponsor transferred 25,000 Founder Shares each to three independent directors of the Company for the same per-share price initially paid for by the Sponsor. Subsequent to the forfeiture and the transfers described above, the Sponsor held 16,175,000 Founder Shares.

Private placement warrants

Substantially concurrently with the closing of the Initial Public Offering, the Sponsor purchased an aggregate 7,500,000 Private Placement Warrants in the Private Placement. In April 2021, substantially concurrently with the sale of the over-allotment Units, the Company completed a Private Placement with the Sponsor for an additional 500,000 warrants. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the 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 Private Placement Warrants will expire worthless. The Sponsor and the Company’s officers and directors have 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 Business Combination.

Note payable—related party

Prior to the Initial Public Offering, the Sponsor loaned the Company an aggregate of $180,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note. The promissory note was non-interest bearing, unsecured and due on the earlier of September 30, 2021 and the closing of the Initial Public Offering. The Company repaid the promissory note in full on March 17, 2021.

Office space and related support services

During March 2021, the Company entered into an agreement with an affiliate of the Sponsor to pay a monthly fee of $20,000 for office space and related support services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three and nine months ended September 30, 2021, the Company incurred and paid $60,000 and $130,323, respectively, in expenses for services provided by an affiliate of the Sponsor in connection with the aforementioned agreement.

Related party loans

In order to 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 funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $2.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, respectively, no Working Capital Loans were outstanding.

XML

Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Registration rights

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed prior to the closing date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form 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 consummation of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting agreement

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 9,000,000 additional Units to cover over-allotments, if any, at the price paid by the underwriters in the Initial Public Offering. In April 2021, the underwriters exercised this over-allotment option and purchased 5,000,000 Units to cover the over-allotments. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $13,000,000 paid upon the closing of the Initial Public Offering and the exercise of the over-allotment option. Additionally, a deferred underwriting discount of $0.35 per unit, or $22,750,000 will be payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes a Business Combination, subject to the terms of the underwriting agreement.

XML

Warrant Liabilities

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Warrant Liabilities

Warrant Liabilities

The Company has outstanding Public Warrants to purchase an aggregate of 8,125,000 shares of the Company’s common stock and outstanding Private Placement Warrants to purchase an aggregate of 8,000,000 shares of the Company’s common stock (including warrants issued in connection with the exercise of the over-allotment option).

The change in fair value of the warrant liabilities is summarized as follows:

Warrant liabilities as of December 31, 2020	$	—
Initial measurement on March 18, 2021 - Initial Public Offering	31,358,762
Initial measurement on April 22, 2021 - exercise of over-allotment option	2,181,250
Decrease in fair value of warrant liabilities		(15,999,574)
Warrant liabilities as of September 30, 2021	$	17,540,438

Warrants—Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment. 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; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the issuance of shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If the Class A common stock, at the time of any exercise of a warrant, is not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section (18)(b)(1) of the Securities Act, the Company may require warrant holders who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

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 common stock issuable upon 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, (ii) the Private Placement Warrants will not be redeemable by the Company (except under scenario 2 below) so long as they are held by the initial purchasers or such purchasers’ permitted transferees, (iii) the Private Placement Warrants may be exercised by the holders on a cashless basis, and (iv) the Private Placement Warrants and the Class A common stock issuable upon exercise of the Private Placement Warrants are entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial stockholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

The Company may call the Public Warrants for redemption:

1.When the price per share of Class A common stock equals or exceeds $18.00:

▪in whole and not in part;

▪at a price of $0.01 per warrant;

▪upon a minimum of 30 days’ prior written notice of redemption; and

▪if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

2.When the price per share of Class A common stock equals or exceeds $10.00 (commencing 90 days after the warrants become exercisable):

▪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 of Class A common stock to be determined by reference to a table included in the warrant agreement, based on the redemption date and the fair market value of Class A common stock;

▪if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

▪if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants; and

▪if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.

If the Company calls the Public Warrants for redemption, under scenario 1 above, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation. If the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock, the exercise price of the warrants will be adjusted to be equal to 115% of the newly issued price. Additionally, in no event will the Company be required to net cash settle the 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. In such a situation, the warrants would expire worthless.

XML

Class A Common Stock Subject to Possible Redemption

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holder of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 65,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption. As of December 31, 2020, there were no shares of Class A common stock issued and outstanding.

As of September 30, 2021, the Class A common stock subject to possible redemption reflected on the balance sheet are reconciled in the following table:

Gross proceeds	$	650,000,000
Less:
Initial fair value of public warrant liability	(15,872,461)
Class A common stock offering costs	(35,446,300)
Plus:
Remeasurement of Class A common stock subject to possible  redemption to redemption value	51,318,761
Class A common stock subject to possible redemption	$	650,000,000

Stockholders’ Equity

Class A common stock—Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the shares of Company’s Class A common stock are entitled to one vote for each share on each matter on which they are entitled to vote. As of September 30, 2021, there were 65,000,000 shares of Class A common stock issued and outstanding and all shares of Class A common stock were subject to possible redemption and included in temporary equity (see Note 7). As of December 31, 2020, there were no shares of Class A common stock issued and outstanding.

Class F common stock—Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue 50,000,000 shares of Class F common stock with a par value of $0.0001 per share. Holders of the Company’s Class F common stock are entitled to one vote for each share on each matter on which they are entitled to vote. The Class F common stock will automatically convert into Class A common stock at the time of the consummation of the initial Business Combination, on a one-for-one basis. As of September 30, 2021 and December 31, 2020 there were 16,250,000 and 17,250,000 shares, respectively, of Class F common stock issued and outstanding.

Only holders of the Founder Shares will have the right to elect all of the Company’s directors prior to the initial Business Combination. Otherwise, holders of Class A common stock and Class F common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law or the applicable rules of the New York Stock Exchange then in effect.

In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the shares of Class F common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class F common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, 20% of the sum of the total number of all common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination.

Preferred stock—Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of September 30, 2021 and December 31, 2020 there were no shares of preferred stock, respectively, issued and outstanding.

XML

Stockholders' Equity

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Stockholders' Equity

Class A Common Stock Subject to Possible Redemption

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holder of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 65,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption. As of December 31, 2020, there were no shares of Class A common stock issued and outstanding.

As of September 30, 2021, the Class A common stock subject to possible redemption reflected on the balance sheet are reconciled in the following table:

Gross proceeds	$	650,000,000
Less:
Initial fair value of public warrant liability	(15,872,461)
Class A common stock offering costs	(35,446,300)
Plus:
Remeasurement of Class A common stock subject to possible  redemption to redemption value	51,318,761
Class A common stock subject to possible redemption	$	650,000,000

Stockholders’ Equity

Class A common stock—Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the shares of Company’s Class A common stock are entitled to one vote for each share on each matter on which they are entitled to vote. As of September 30, 2021, there were 65,000,000 shares of Class A common stock issued and outstanding and all shares of Class A common stock were subject to possible redemption and included in temporary equity (see Note 7). As of December 31, 2020, there were no shares of Class A common stock issued and outstanding.

Class F common stock—Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue 50,000,000 shares of Class F common stock with a par value of $0.0001 per share. Holders of the Company’s Class F common stock are entitled to one vote for each share on each matter on which they are entitled to vote. The Class F common stock will automatically convert into Class A common stock at the time of the consummation of the initial Business Combination, on a one-for-one basis. As of September 30, 2021 and December 31, 2020 there were 16,250,000 and 17,250,000 shares, respectively, of Class F common stock issued and outstanding.

Only holders of the Founder Shares will have the right to elect all of the Company’s directors prior to the initial Business Combination. Otherwise, holders of Class A common stock and Class F common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law or the applicable rules of the New York Stock Exchange then in effect.

In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the shares of Class F common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class F common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, 20% of the sum of the total number of all common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination.

Preferred stock—Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of September 30, 2021 and December 31, 2020 there were no shares of preferred stock, respectively, issued and outstanding.

XML

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period.

	September 30, 2021
	Fair Value		Valuation Method
Assets
Investments held in Trust Account	$	650,034,969	Level 1 - Quoted prices in active markets for identical assets
Liabilities
Public Warrant liability	$	6,580,438	Level 1 - Quoted prices in active markets for identical liabilities
Private Placement Warrant liability	$	10,960,000	Level 3 - Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing liabilities

As of September 30, 2021 and December 31, 2020, respectively, the recorded values of cash, accounts payable and accrued expenses and franchise tax payable approximate their fair values due to the short-term nature of these instruments.

Investments held in Trust Account

Investments held in Trust Account are invested in a U.S. treasury securities money market fund as of September 30, 2021. None of the balance in the Trust Account was held in cash as of September 30, 2021.

Warrant liabilities

The following table presents the changes in the fair value of warrant liabilities:

		Private Placement Warrants		Public Warrants		Warrant Liabilities
Fair value as of December 31, 2020		$	—	$	—	$	—
Initial measurement on March 18, 2021(1) - Initial Public Offering		16,642,551		14,716,211		31,358,762
Initial measurement on April 22, 2021(1) - exercise of over-allotment option		1,025,000		1,156,250		2,181,250
Change in fair value(2)(3)		(6,707,551)		(9,292,023)		(15,999,574)
Fair value as of September 30, 2021(4)		$	10,960,000	$	6,580,438	$	17,540,438
___________________________
(1)	Initial fair value for the Warrants on March 18, 2021, the date of the Company’s Initial Public Offering and April 22, 2021, the date the underwriters exercised the over-allotment option, was determined using a closed form barrier option simulation model and a modified Black-Scholes option pricing model, with consideration of the redemption features of the Warrants. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The key inputs into the modified Black-Scholes option pricing model for the Warrants were as follows at initial measurement:

Input	March 18, 2021 (Initial Measurement)
Risk-free interest rate	1.31	%
Expected volatility	30.0	%
Dividend yield	0.0	%
Expected term (years)	6 years
Exercise price	$11.50

Input	April 22, 2021 (Initial Measurement)
Risk-free interest rate	1.22	%
Expected volatility	28.0	%
Dividend yield	0.0	%
Expected term (years)	6 years
Exercise price	$11.50

The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Warrants. Expected volatility is based on historical volatility of publicly traded warrants for comparable special purpose acquisition companies and the Russell 3000 Index as of the valuation date. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Warrants.

(2)	Changes in valuation are recognized in change in fair value of warrant liabilities in the unaudited condensed statements of operations.
(3)	Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants subsequent to initial measurement, the Company had transfers out of Level 3 totaling $10,400,000 during 2021.

(4) The key inputs into the modified Black-Scholes option pricing model for the Private Placement Warrants were as follows as of September 30, 2021:

Input	September 30, 2021
Risk-free interest rate	0.98	%
Volatility	21.0	%
Dividend yield	0.0	%
Expected term (years)	6 years
Exercise price	$11.50

The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Private Placement Warrants. Volatility is based on the implied volatility of the Company’s Public Warrants, historical volatility of publicly traded warrants for comparable special purpose acquisition companies and the Russell 3000 Index as of the valuation date. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Private Placement Warrants.

Level 3 instruments have inherent uncertainties. If factors or assumptions change, the estimated fair values could be materially different.

XML

Income Tax

9 Months Ended

Sep. 30, 2021

Income Tax Disclosure [Abstract]

Income Tax

Income Tax

The Company’s net deferred tax asset is as follows:

	September 30, 2021
Deferred tax asset
Organizational costs and net operating loss	$	145,594
Total deferred tax asset	145,594
Valuation allowance	(145,594)
Deferred tax asset, net of valuation allowance	$	—

The income tax provision consists of the following:

	September 30, 2021
Federal:
Current	$	—
Deferred	(144,586)
State:
Current	—
Deferred	—
Change in valuation allowance	144,586
Income tax provision	$	—

In assessing the realization of the deferred tax asset, management considers whether it is more likely than not that some portion of all of the deferred tax asset will not be realized. The ultimate realization of deferred tax asset is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liability, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the relevant taxing authority.

XML

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsThe notes to the unaudited condensed financial statements include a discussion of material events, if any, which have occurred subsequent to September 30, 2021 (referred to as “subsequent events”) through the date these unaudited condensed financial statements were issued. Management has evaluated the subsequent events through this date and has concluded that no material subsequent events have occurred that require additional adjustment or disclosure in the unaudited condensed financial statements.

XML

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future periods. These unaudited condensed financial statements should be read in conjunction with the Company’s financial statements for the period from October 1, 2020 through December 31, 2020 and footnotes thereto included in the Company’s March 15, 2021 Prospectus filed with the SEC on March 17, 2021.

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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder 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 unaudited condensed 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 unaudited condensed financial statements in conformity with U.S. GAAP requires 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 unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods.

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 as of September 30, 2021, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

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 had no cash equivalents as of September 30, 2021 and December 31, 2020, respectively.

Investments held in trust account

The Company had $650,034,969 and no investments held in the Trust Account as of September 30, 2021 and December 31, 2020, respectively.

Offering costs

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering of Units and exercise of the over-allotment option and totaled $36,349,475, inclusive of $22,750,000 in deferred underwriting commissions and $354,306 in unpaid offering costs. Offering costs of $35,446,300 were related to the issuance of Class A common stock and charged to temporary equity and $903,175 of the offering costs were related to the warrant liabilities and charged to the unaudited condensed statement of operations.

Income taxes

The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the United States of America is the Company’s only major tax jurisdiction. 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 September 30, 2021 and December 31, 2020, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Class A common stock subject to possible redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with ASC 480. Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 65,000,000 shares of Class A common stock subject to possible redemption at the redemption value were presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets (see Note 7). As of December 31, 2020, there were no shares of Class A common stock issued and outstanding.

Net income (loss) per common share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company’s unaudited condensed statements of operations includes a presentation of net income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of net income (loss) per common share. Earnings and losses are shared pro-rata between the two classes of shares. Remeasurement adjustment associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

Net income (loss) per common share, basic and diluted for Class A common stock for the three and nine months ended September 30, 2021 were calculated by dividing (i) the allocation of net income of $5,233,516 and $10,192,473, respectively, by (ii) the weighted average number of shares of Class A common stock outstanding for the respective periods.

Net income (loss) per common share, basic and diluted for Class F common stock for the three and nine months ended September 30, 2021 were calculated by dividing (i) the allocation of net income of $1,308,379 and $2,547,869, respectively, by (ii) the weighted average number of shares of Class F common stock outstanding for the respective periods.

The Company has not considered the effect of the Warrants sold in the Initial Public Offering (including the exercise of the over-allotment option) and Private Placement to purchase an aggregate of 16,125,000 shares of Class A common stock in the calculation of diluted net income (loss) per share, since the exercise of the Warrants into Class A common shares is contingent upon the occurrence of future events (see Note 6). As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which at times may exceed the Federal depository insurance coverage of $250,000. As of September 30, 2021 and December 31, 2020, respectively, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair value measurements

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

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Warrant liabilities

The Company accounts for its outstanding Public Warrants and Private Placement Warrants in accordance with the guidance contained in FASB ASC Subtopic 815-40 “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”) and determined that the Warrants do not meet the criteria for equity treatment thereunder. As such, each warrant must be recorded as a liability and is subject to re-measurement at each balance sheet date and any change in fair value is recorded in the Company’s unaudited condensed statements of operations. One of the more significant accounting estimates included in these unaudited condensed 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 actual results could differ significantly from those estimates.

Recent accounting pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

XML

Restatement of Previously Issued Financial Statements (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Changes and Error Corrections [Abstract]

Schedule of Restatements

The following presents a reconciliation of the condensed balance sheets, condensed statements of operations, condensed statements of changes in stockholders’ equity and condensed statements of cash flows from the prior periods previously reported to the restated amounts as of June 30, 2021 and March 31, 2021, for the three and six months ended June 30, 2021 and for the three months ended March 31, 2021.

	June 30, 2021
Condensed Balance Sheet Data (Unaudited)	As previously reported		Adjustments		As restated
Class A common stock subject to possible redemption (as previously reported: 59,989,988 shares subject to possible redemption) as restated: 65,000,000 shares subject to possible redemption	$	599,899,880	$	50,100,120	$	650,000,000
Class A common stock, $0.0001 par value; (as previously reported: 5,010,012 shares issued and outstanding) as restated: no shares issued and outstanding	$	501	$	(501)	$	—
Additional paid-in capital	$	(1,195,767)	$	1,195,767	$	—
Accumulated deficit	$	6,193,647	$	(51,295,386)	$	(45,101,739)
Total Stockholders’ Equity	$	5,000,006	$	(50,100,120)	$	(45,100,114)

	For the three months ended June 30, 2021
Condensed Statement of Operations (Unaudited)	As previously reported		Adjustments		As restated
Basic and diluted net income (loss) per share, Class A common stock	$	0.00	$	0.08	$	0.08
Basic and diluted net income (loss) per share, Class F common stock	$	0.39	$	(0.31)	$	0.08

	For the six months ended June 30, 2021
Condensed Statement of Operations (Unaudited)	As previously reported		Adjustments		As restated
Basic and diluted net income (loss) per share, Class A common stock	$	0.00	$	0.08	$	0.08
Basic and diluted net income (loss) per share, Class F common stock	$	0.40	$	(0.32)	$	0.08

	For the three months ended June 30, 2021
Condensed Statement of Changes in Stockholders’ Equity (Unaudited)	As previously reported		Adjustments		As restated
Sale of over-allotment Units, net of offering costs related to Class A common stock and initial fair value of Public Warrants:
Class A Shares	5,000,000		(5,000,000)		—
Class A Amount	$	500	$	(500)	$	—
Additional paid-in capital	$	46,132,094	$	(46,132,094)	$	—
Total Stockholders’ Equity	$	46,132,594	$	(46,132,594)	$	—
Change in Class A common stock subject to possible redemption:
Class A Shares	(5,228,049)		5,228,049		—
Class A Amount	$	(523)	$	523	$	—
Additional paid-in capital	$	(52,279,967)	$	52,279,967	$	—
Total Stockholders’ Equity	$	(52,280,490)	$	52,280,490	$	—
Remeasurement of Class A common stock subject to possible redemption to redemption value:
Additional paid-in capital	$	—	$	(100)	$	(100)
Accumulated deficit	$	—	$	(3,867,306)	$	(3,867,306)
Total Stockholders’ Equity	$	—	$	(3,867,406)	$	(3,867,406)

	For the six months ended June 30, 2021
Condensed Statement of Cash Flows (Unaudited)	As previously reported		Adjustments		As restated
Supplemental disclosure of non-cash financing activities:
Class A common stock subject to possible redemption	$	599,899,880	$	(599,899,880)	$	—

	March 31, 2021
Condensed Balance Sheet Data (Unaudited)	As previously reported		Adjustments		As restated
Class A common stock subject to possible redemption (as previously reported: 54,761,939 shares subject to possible redemption) as restated: 60,000,000 shares subject to possible redemption	$	547,619,390	$	52,380,610	$	600,000,000
Class A common stock, $0.0001 par value; (as previously reported: 5,238,061 shares issued and outstanding) as restated: no shares issued and outstanding	$	524	$	(524)	$	—
Additional paid-in capital	$	4,952,006	$	(4,952,006)	$	—
Accumulated deficit	$	45,750	$	(47,428,080)	$	(47,382,330)
Total Stockholders’ Equity	$	5,000,005	$	(52,380,610)	$	(47,380,605)

	For the three months ended March 31, 2021
Condensed Statement of Operations (Unaudited)	As previously reported		Adjustments		As restated
Basic and diluted net income (loss) per share, Class A common stock	$	0.00	$	0.00	$	0.00
Basic and diluted net income (loss) per share, Class F common stock	$	0.00	$	0.00	$	0.00

	For the three months ended March 31, 2021
Condensed Statement of Changes in Stockholders’ Equity (Unaudited)	As previously reported		Adjustments		As restated
Sale of Units in Initial Public Offering, net of offering costs related to Class A common stock and initial fair value of Public Warrants:
Class A Shares	60,000,000		(60,000,000)		—
Class A Amount	$	6,000	$	(6,000)	$	—
Additional paid-in capital	$	552,542,645	$	(552,542,645)	$	—
Total Stockholders’ Equity	$	552,548,645	$	(552,548,645)	$	—
Class A common stock subject to possible redemption:
Class A Shares	(54,761,939)		54,761,939		—
Class A Amount	$	(5,476)	$	5,476	$	—
Additional paid-in capital	$	(547,613,914)	$	547,613,914	$	—
Total Stockholders’ Equity	$	(547,619,390)	$	547,619,390	$	—
Remeasurement of Class A common stock subject to possible redemption to redemption value:
Additional paid-in capital	$	—	$	(23,275)	$	(23,275)
Accumulated deficit	$	—	$	(47,428,080)	$	(47,428,080)
Total Stockholders’ Equity	$	—	$	(47,451,355)	$	(47,451,355)

	For the three months ended March 31, 2021
Condensed Statement of Cash Flows (Unaudited)	As previously reported		Adjustments		As restated
Supplemental disclosure of non-cash financing activities:
Class A common stock subject to possible redemption	$	547,619,390	$	(547,619,390)	$	—

XML

Warrant Liabilities (Tables)

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Schedule Of Warrant Liability

The change in fair value of the warrant liabilities is summarized as follows:

Warrant liabilities as of December 31, 2020	$	—
Initial measurement on March 18, 2021 - Initial Public Offering	31,358,762
Initial measurement on April 22, 2021 - exercise of over-allotment option	2,181,250
Decrease in fair value of warrant liabilities		(15,999,574)
Warrant liabilities as of September 30, 2021	$	17,540,438

XML

Class A Common Stock Subject to Possible Redemption (Tables)

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Schedule of Class A Ordinary Shares Reflected on the Balance Sheet

As of September 30, 2021, the Class A common stock subject to possible redemption reflected on the balance sheet are reconciled in the following table:

Gross proceeds	$	650,000,000
Less:
Initial fair value of public warrant liability	(15,872,461)
Class A common stock offering costs	(35,446,300)
Plus:
Remeasurement of Class A common stock subject to possible  redemption to redemption value	51,318,761
Class A common stock subject to possible redemption	$	650,000,000

XML

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period.

	September 30, 2021
	Fair Value		Valuation Method
Assets
Investments held in Trust Account	$	650,034,969	Level 1 - Quoted prices in active markets for identical assets
Liabilities
Public Warrant liability	$	6,580,438	Level 1 - Quoted prices in active markets for identical liabilities
Private Placement Warrant liability	$	10,960,000	Level 3 - Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing liabilities

Schedule of Warrant Liabilities and Fair Value Measurement Inputs and Valuation Techniques

The following table presents the changes in the fair value of warrant liabilities:

		Private Placement Warrants		Public Warrants		Warrant Liabilities
Fair value as of December 31, 2020		$	—	$	—	$	—
Initial measurement on March 18, 2021(1) - Initial Public Offering		16,642,551		14,716,211		31,358,762
Initial measurement on April 22, 2021(1) - exercise of over-allotment option		1,025,000		1,156,250		2,181,250
Change in fair value(2)(3)		(6,707,551)		(9,292,023)		(15,999,574)
Fair value as of September 30, 2021(4)		$	10,960,000	$	6,580,438	$	17,540,438
___________________________
(1)	Initial fair value for the Warrants on March 18, 2021, the date of the Company’s Initial Public Offering and April 22, 2021, the date the underwriters exercised the over-allotment option, was determined using a closed form barrier option simulation model and a modified Black-Scholes option pricing model, with consideration of the redemption features of the Warrants. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The key inputs into the modified Black-Scholes option pricing model for the Warrants were as follows at initial measurement:

Input	March 18, 2021 (Initial Measurement)
Risk-free interest rate	1.31	%
Expected volatility	30.0	%
Dividend yield	0.0	%
Expected term (years)	6 years
Exercise price	$11.50

Input	April 22, 2021 (Initial Measurement)
Risk-free interest rate	1.22	%
Expected volatility	28.0	%
Dividend yield	0.0	%
Expected term (years)	6 years
Exercise price	$11.50

The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Warrants. Expected volatility is based on historical volatility of publicly traded warrants for comparable special purpose acquisition companies and the Russell 3000 Index as of the valuation date. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Warrants.

(2)	Changes in valuation are recognized in change in fair value of warrant liabilities in the unaudited condensed statements of operations.
(3)	Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants subsequent to initial measurement, the Company had transfers out of Level 3 totaling $10,400,000 during 2021.

(4) The key inputs into the modified Black-Scholes option pricing model for the Private Placement Warrants were as follows as of September 30, 2021:

Input	September 30, 2021
Risk-free interest rate	0.98	%
Volatility	21.0	%
Dividend yield	0.0	%
Expected term (years)	6 years
Exercise price	$11.50

The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Private Placement Warrants. Volatility is based on the implied volatility of the Company’s Public Warrants, historical volatility of publicly traded warrants for comparable special purpose acquisition companies and the Russell 3000 Index as of the valuation date. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Private Placement Warrants.

Level 3 instruments have inherent uncertainties. If factors or assumptions change, the estimated fair values could be materially different.

XML

Income Tax (Tables)

9 Months Ended

Sep. 30, 2021

Income Tax Disclosure [Abstract]

Schedule of Deferred Tax Assets

The Company’s net deferred tax asset is as follows:

	September 30, 2021
Deferred tax asset
Organizational costs and net operating loss	$	145,594
Total deferred tax asset	145,594
Valuation allowance	(145,594)
Deferred tax asset, net of valuation allowance	$	—

Schedule of Components of Income Tax Provision

The income tax provision consists of the following:

	September 30, 2021
Federal:
Current	$	—
Deferred	(144,586)
State:
Current	—
Deferred	—
Change in valuation allowance	144,586
Income tax provision	$	—

XML

Description of Organization and Business Operations (Details)					1 Months Ended	3 Months Ended	9 Months Ended
	Mar. 18, 2023 USD ($) $ / shares	May 06, 2021 shares	Apr. 22, 2021 USD ($) $ / shares	Mar. 18, 2021 USD ($) $ / shares shares	Apr. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($)
Class of Stock [Line Items]
Proceeds from the initial public offering, gross							$ 650,000,000
Offering costs incurred						$ 36,349,475	36,349,475
Deferred underwriting commissions						$ 22,750,000	$ 22,750,000	$ 0
Number of shares in each unit (in shares) | shares				1
Number of securities called by each warrant (in shares) | shares				1		1	1
Number of redeemable warrants in each unit issued in public offering (per warrant)				0.125
Public warrant, class a common stock exercise price per share (in usd per share) | $ / shares			$ 11.50	$ 11.50		$ 11.50	$ 11.50
Proceeds received from issuance of Private Placement Warrants							$ 16,000,000
Initial fair value of warrant liabilities			$ 2,181,250	$ 31,358,762
Fair value of excess of cash received for private placement warrants			$ 25,000			$ 0	1,667,551
Investment securities maturity period				185 days
Cash						$ 2,001,508	$ 2,001,508	$ 4,875
Minimum percentage of fair market value of business acquisition to assets in trust account						80.00%	80.00%
Minimum percentage of outstanding voting securities to be acquired for completion of business combination						50.00%	50.00%
Minimum net tangible assets to complete business combination						$ 5,000,001	$ 5,000,001
Percentage of public shares required to repurchase if business combination is not completed within specific period						100.00%	100.00%
Redemption period if business combination is not completed within specific period				10 days
Interest income						$ 8,365	$ 34,969
Working capital surplus						$ 1,697,250	$ 1,697,250
Number of fractional warrants be issued (in warrants) | shares		0
Subsequent Event
Class of Stock [Line Items]
Percentage of public shares required to repurchase if business combination is not completed within specific period	100.00%
Period from closing of public offering to complete business combination	24 months
Interest to pay dissolution expenses, maximum	$ 100,000
IPO
Class of Stock [Line Items]
Stock issued during period, new issues (in shares) | shares				60,000,000
Shares issued (in usd per share) | $ / shares				$ 10.00		$ 10.00	$ 10.00
Proceeds from the initial public offering, gross				$ 600,000,000
Offering costs incurred				33,573,792
Deferred underwriting commissions				$ 21,000,000
Public warrant, class a common stock exercise price per share (in usd per share) | $ / shares				$ 11.50
Class of warrant or right, number of securities called by warrants (per warrant) | shares						8,125,000	8,125,000
IPO | Subsequent Event
Class of Stock [Line Items]
Shares issued (in usd per share) | $ / shares	$ 10.00
Over-Allotment Option
Class of Stock [Line Items]
Stock issued during period, new issues (in shares) | shares					5,000,000
Proceeds from the initial public offering, gross					$ 50,000,000
Offering costs incurred					2,775,683
Deferred underwriting commissions					1,750,000
Private Placement
Class of Stock [Line Items]
Proceeds from the initial public offering, gross					$ 1,000,000
Public warrant, class a common stock exercise price per share (in usd per share) | $ / shares						$ 11.50	$ 11.50
Class of warrant or right, number of securities called by warrants (per warrant) | shares				7,500,000	500,000	8,000,000	8,000,000
Price paid per share (in usd per share) | $ / shares				$ 2.00	$ 2.00
Proceeds received from issuance of Private Placement Warrants				$ 15,000,000
Initial fair value of warrant liabilities				16,642,551	$ 1,025,000
Fair value of excess of cash received for private placement warrants				$ 1,642,551
Common Class A
Class of Stock [Line Items]
Proceeds from the initial public offering, gross							$ 650,000,000
Percentage of aggregate common shares that may be redeemed without prior consent						15.00%	15.00%
Common Class A | Private Placement
Class of Stock [Line Items]
Public warrant, class a common stock exercise price per share (in usd per share) | $ / shares				$ 11.50

XML

Restatement of Previously Issued Financial Statements - Narrative (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Minimum net tangible assets to complete business combination	$ 5,000,001
Common Class A
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, shares issued (in shares)		0	0	0
Common Class A | Common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, shares issued (in shares)	0	0	0	0
Previously Reported | Common Class A
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, shares issued (in shares)		5,010,012	5,238,061
Previously Reported | Common Class A | Common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, shares issued (in shares)		5,010,012	5,238,061

XML

Restatement of Previously Issued Financial Statements - Financials (Details) - USD ($)		3 Months Ended			6 Months Ended	9 Months Ended
		Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital		$ 0	$ 0	$ 0	$ 0	$ 0	$ 23,275
Accumulated deficit		(38,559,844)	(45,101,739)	(47,382,330)	(45,101,739)	(38,559,844)	(4,800)
Total Stockholders’ Equity		(38,558,219)	(45,100,114)	(47,380,605)	(45,100,114)	(38,558,219)	20,200
Change in Class A common stock subject to possible redemption			0	0
Sale of Units, net of offering costs related to Class A common stock and initial fair value of Public Warrants			0	0
Accretion of Class A common stock to redemption value			(3,867,406)	(47,451,355)
Class A common stock subject to possible redemption				0	0
Additional Paid-In Capital
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Stockholders’ Equity		0	0	0	0	0	23,275
Change in Class A common stock subject to possible redemption			0	0
Sale of Units, net of offering costs related to Class A common stock and initial fair value of Public Warrants			0	0
Accretion of Class A common stock to redemption value			(100)	(23,275)
Accumulated Deficit
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Stockholders’ Equity		$ (38,559,844)	(45,101,739)	(47,382,330)	$ (45,101,739)	$ (38,559,844)	$ (4,800)
Accretion of Class A common stock to redemption value			$ (3,867,306)	$ (47,428,080)
Common Class A
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, shares subject to possible redemption, outstanding (in shares)		65,000,000	65,000,000	60,000,000	65,000,000	65,000,000	0
Class A common stock subject to possible redemption		$ 650,000,000	$ 650,000,000	$ 600,000,000	$ 650,000,000	$ 650,000,000	$ 0
Common stock, par value (in usd per share)		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)			0	0	0		0
Common stock, shares outstanding (in shares)			0	0	0		0
Common stock		$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Basic net income (loss) per share (in usd per share)		$ 0.08	$ 0.08	$ 0.00	$ 0.08	$ 0.16
Diluted net income (loss) per share (in usd per share)		$ 0.08	$ 0.08	$ 0.00	$ 0.08	$ 0.16
Common Class A | Common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, shares issued (in shares)		0	0	0	0	0	0
Total Stockholders’ Equity		$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Change in Class A common stock subject to possible redemption (in shares)			0	0
Change in Class A common stock subject to possible redemption			$ 0	$ 0
Sale of Units, net of offering costs related to Class A common stock and initial fair value of Public Warrants (in shares)			0	0
Sale of Units, net of offering costs related to Class A common stock and initial fair value of Public Warrants			$ 0	$ 0
Common Class F
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, par value (in usd per share)		$ 0.0001				$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)		16,250,000				16,250,000	17,250,000
Common stock, shares outstanding (in shares)		16,250,000				16,250,000	17,250,000
Common stock	[1]	$ 1,625				$ 1,625	$ 1,725
Basic net income (loss) per share (in usd per share)		$ 0.08	$ 0.08	$ 0.00	$ 0.08	$ 0.16
Diluted net income (loss) per share (in usd per share)		$ 0.08	$ 0.08	$ 0.00	$ 0.08	$ 0.16
Common Class F | Common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, shares issued (in shares)		16,250,000	16,250,000	17,250,000	16,250,000	16,250,000	17,250,000
Total Stockholders’ Equity		$ 1,625	$ 1,625	$ 1,725	$ 1,625	$ 1,625	$ 1,725
Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital			(1,195,767)	4,952,006	(1,195,767)
Accumulated deficit			6,193,647	45,750	6,193,647
Total Stockholders’ Equity			5,000,006	5,000,005	5,000,006
Change in Class A common stock subject to possible redemption			(52,280,490)	(547,619,390)
Sale of Units, net of offering costs related to Class A common stock and initial fair value of Public Warrants			46,132,594	552,548,645
Accretion of Class A common stock to redemption value			0	0
Class A common stock subject to possible redemption				547,619,390	$ 599,899,880
Previously Reported | Additional Paid-In Capital
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Change in Class A common stock subject to possible redemption			(52,279,967)	(547,613,914)
Sale of Units, net of offering costs related to Class A common stock and initial fair value of Public Warrants			46,132,094	552,542,645
Accretion of Class A common stock to redemption value			0	0
Previously Reported | Accumulated Deficit
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accretion of Class A common stock to redemption value			$ 0	$ 0
Previously Reported | Common Class A
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, shares subject to possible redemption, outstanding (in shares)			59,989,988	54,761,939	59,989,988
Class A common stock subject to possible redemption			$ 599,899,880	$ 547,619,390	$ 599,899,880
Common stock, shares issued (in shares)			5,010,012	5,238,061	5,010,012
Common stock, shares outstanding (in shares)			5,010,012	5,238,061	5,010,012
Common stock			$ 501	$ 524	$ 501
Basic net income (loss) per share (in usd per share)			$ 0.00	$ 0.00	$ 0.00
Diluted net income (loss) per share (in usd per share)			$ 0.00	$ 0.00	$ 0.00
Previously Reported | Common Class A | Common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, shares issued (in shares)			5,010,012	5,238,061	5,010,012
Change in Class A common stock subject to possible redemption (in shares)			(5,228,049)	(54,761,939)
Change in Class A common stock subject to possible redemption			$ (523)	$ (5,476)
Sale of Units, net of offering costs related to Class A common stock and initial fair value of Public Warrants (in shares)			5,000,000	60,000,000
Sale of Units, net of offering costs related to Class A common stock and initial fair value of Public Warrants			$ 500	$ 6,000
Previously Reported | Common Class F
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic net income (loss) per share (in usd per share)			$ 0.39	$ 0.00	$ 0.40
Diluted net income (loss) per share (in usd per share)			$ 0.39	$ 0.00	$ 0.40
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital			$ 1,195,767	$ (4,952,006)	$ 1,195,767
Accumulated deficit			(51,295,386)	(47,428,080)	(51,295,386)
Total Stockholders’ Equity			(50,100,120)	(52,380,610)	(50,100,120)
Change in Class A common stock subject to possible redemption			52,280,490	547,619,390
Sale of Units, net of offering costs related to Class A common stock and initial fair value of Public Warrants			(46,132,594)	(552,548,645)
Accretion of Class A common stock to redemption value			(3,867,406)	(47,451,355)
Class A common stock subject to possible redemption				(547,619,390)	(599,899,880)
Adjustments | Additional Paid-In Capital
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Change in Class A common stock subject to possible redemption			52,279,967	547,613,914
Sale of Units, net of offering costs related to Class A common stock and initial fair value of Public Warrants			(46,132,094)	(552,542,645)
Accretion of Class A common stock to redemption value			(100)	(23,275)
Adjustments | Accumulated Deficit
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accretion of Class A common stock to redemption value			(3,867,306)	(47,428,080)
Adjustments | Common Class A
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption			50,100,120	52,380,610	50,100,120
Common stock			$ (501)	$ (524)	$ (501)
Basic net income (loss) per share (in usd per share)			$ 0.08	$ 0.00	$ 0.08
Diluted net income (loss) per share (in usd per share)			$ 0.08	$ 0.00	0.08
Adjustments | Common Class A | Common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Change in Class A common stock subject to possible redemption (in shares)			5,228,049	54,761,939
Change in Class A common stock subject to possible redemption			$ 523	$ 5,476
Sale of Units, net of offering costs related to Class A common stock and initial fair value of Public Warrants (in shares)			(5,000,000)	(60,000,000)
Sale of Units, net of offering costs related to Class A common stock and initial fair value of Public Warrants			$ (500)	$ (6,000)
Adjustments | Common Class F
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic net income (loss) per share (in usd per share)			$ (0.31)	$ 0.00	(0.32)
Diluted net income (loss) per share (in usd per share)			$ (0.31)	$ 0.00	$ (0.32)

[1] In April 2021, the Sponsor forfeited 1,000,000 shares of Class F common stock (See Note 4).

XML

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash equivalents	$ 0			$ 0	$ 0
Investments held in Trust Account	650,034,969			650,034,969	0
Deferred offering costs	36,349,475			36,349,475
Deferred underwriting commissions payable	22,750,000			22,750,000	0
Deferred offering costs, unpaid	354,306			354,306
Offering costs attributed to issuance of Class A common stock				35,446,300
Offering costs related to warrant liabilities	0			903,175
Unrecognized tax benefits	0			0	0
Unrecognized tax benefits, accrued for interest and penalties	0			0	$ 0
Class of Stock [Line Items]
Net income	6,541,895	$ 6,147,897	$ 50,550	12,740,342
FDIC insured amount	$ 250,000			$ 250,000
Common Class A
Class of Stock [Line Items]
Common stock, shares subject to possible redemption, issued (in shares)	65,000,000			65,000,000	0
Common stock, shares issued (in shares)		0	0		0
Common stock, shares outstanding (in shares)		0	0		0
Net income	$ 5,233,516			$ 10,192,473
Common Class A | Private Placement
Class of Stock [Line Items]
Securities excluded from the calculation of basic loss per ordinary share (in shares)				16,125,000
Common Class F
Class of Stock [Line Items]
Common stock, shares issued (in shares)	16,250,000			16,250,000	17,250,000
Common stock, shares outstanding (in shares)	16,250,000			16,250,000	17,250,000
Net income	$ 1,308,379			$ 2,547,869

XML

Related Party Transactions (Details)		1 Months Ended		3 Months Ended	9 Months Ended
	Mar. 18, 2021 $ / shares shares	Mar. 31, 2021 USD ($) shares	Oct. 31, 2020 USD ($) shares	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) director day $ / shares shares	Jun. 30, 2021 shares	Apr. 30, 2021 $ / shares shares	Apr. 22, 2021 $ / shares	Mar. 17, 2021 USD ($)	Dec. 31, 2020 USD ($) shares
Related Party Transaction [Line Items]
Minimum number of trading days | day					20
Consecutive trading day threshold | day					30
Number of securities called by each warrant (in shares)	1			1	1
Exercise price per share (in usd per share) | $ / shares	$ 11.50			$ 11.50	$ 11.50			$ 11.50
Working Capital Loan
Related Party Transaction [Line Items]
Working capital loans convertible to warrants, maximum | $				$ 1,500,000	$ 1,500,000
Price paid per share (in usd per share) | $ / shares				$ 2.00	$ 2.00
Working capital loans | $				$ 0	$ 0					$ 0
Private Placement
Related Party Transaction [Line Items]
Class of warrant or right, number of securities called by warrants (per warrant)	7,500,000			8,000,000	8,000,000		500,000
Exercise price per share (in usd per share) | $ / shares				$ 11.50	$ 11.50
Blackout trading period after completion of business combination	30 days
Price paid per share (in usd per share) | $ / shares	$ 2.00						$ 2.00
Sponsor
Related Party Transaction [Line Items]
Franchise tax payable | $									$ 180,000
Monthly related party fee for office space and related support services | $		$ 20,000		$ 60,000	$ 130,323
Common Class F
Related Party Transaction [Line Items]
Stock issued during period, new issues (in shares)			17,250,000
Stock issued during period, new issues | $			$ 25,000
Common stock, shares issued (in shares)				16,250,000	16,250,000					17,250,000
Common Class F | Sponsor
Related Party Transaction [Line Items]
Number of shares forfeited due to exercise of overallotment option (in shares)							1,000,000
Number of shares transferred (in shares)					25,000
Number of independent directors | director					3
Common stock, shares issued (in shares)				16,175,000	16,175,000
Common Class A
Related Party Transaction [Line Items]
Conversion ratio				1	1		1
Common stock trigger price (in usd per share) | $ / shares					$ 12.00
Common stock, shares issued (in shares)		0				0				0
Common Class A | Private Placement
Related Party Transaction [Line Items]
Exercise price per share (in usd per share) | $ / shares	$ 11.50
Maximum | Common Class F | Sponsor
Related Party Transaction [Line Items]
Number of shares to be forfeited if overallotment option is not exercised (in shares)			2,250,000
Minimum
Related Party Transaction [Line Items]
Minimum number of days after initial business combination | day					150

XML

Commitments and Contingencies (Details)		1 Months Ended	9 Months Ended
	Mar. 18, 2021 $ / shares shares	Apr. 30, 2021 USD ($) shares	Sep. 30, 2021 USD ($) demand	Apr. 22, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($)
Class of Stock [Line Items]
Underwriting agreement, option period	45 days
Underwriting discount (in usd per share) | $ / shares				$ 0.20
Underwriting discount paid				$ 13,000,000
Deferred underwriting discount (in usd per share) | $ / shares	$ 0.35
Deferred underwriting commissions			$ 22,750,000		$ 0
Maximum
Class of Stock [Line Items]
Number of demands | demand			3
Over-Allotment Option
Class of Stock [Line Items]
Stock issued during period, new issues (in shares) | shares		5,000,000
Deferred underwriting commissions		$ 1,750,000
Over-Allotment Option | Maximum
Class of Stock [Line Items]
Amount of additional shares eligible to be purchased (in shares) | shares	9,000,000

XML

Warrant Liabilities - Narrative (Details)	9 Months Ended
	Sep. 30, 2021 day $ / shares shares	Apr. 30, 2021 shares	Apr. 22, 2021 $ / shares	Mar. 18, 2021 $ / shares shares
Class of Stock [Line Items]
Number of securities called by each warrant (in shares) | shares	1			1
Public warrant, class a common stock exercise price per share (in usd per share)	$ 11.50		$ 11.50	$ 11.50
Public warrants, exercise period following business combination	30 days
Public warrants, exercise period following IPO	12 months
Warrants, expiration period	5 years
Restriction period for transfer, assignment or sale	30 days
Minimum number of trading days | day	20
Consecutive trading day threshold | day	30
Price threshold of newly issued stock to cause adjustment of exercise warrant price (in usd per share)	$ 9.20
Percentage of warrant exercise price adjusted to price received in new issuance	115.00%
Class A Common Stock Equals or Exceeds $18.00
Class of Stock [Line Items]
Target share price of warrants or rights for redemption (in usd per share)	$ 18.00
Redemption price per warrant (in usd per warrant)	$ 0.01
Number of days for written notice of redemption	30 days
Minimum threshold price of common stock specified to send notice of redemption to the warrant holders (in usd per share)	$ 18.00
Minimum number of trading days | day	20
Consecutive trading day threshold | day	30
Common Class A | Class A Common Stock Equals or Exceeds $10.00 After Warrant Become Exercisable
Class of Stock [Line Items]
Target share price of warrants or rights for redemption (in usd per share)	$ 10.00
Redemption price per warrant (in usd per warrant)	$ 0.10
Number of days for written notice of redemption	30 days
Minimum threshold price of common stock specified to send notice of redemption to the warrant holders (in usd per share)	$ 10.00
Redemption of public warrants, waiting period after warrants become exercisable	90 days
IPO
Class of Stock [Line Items]
Class of warrant or right, number of securities called by warrants (per warrant) | shares	8,125,000
Public warrant, class a common stock exercise price per share (in usd per share)				$ 11.50
Private Placement Warrants
Class of Stock [Line Items]
Class of warrant or right, number of securities called by warrants (per warrant) | shares	8,000,000	500,000		7,500,000
Public warrant, class a common stock exercise price per share (in usd per share)	$ 11.50
Private Placement Warrants | Common Class A
Class of Stock [Line Items]
Public warrant, class a common stock exercise price per share (in usd per share)				$ 11.50

XML

Warrant Liabilities - Changes in fair value of warrant liabilities (Details) - USD ($)			3 Months Ended	9 Months Ended
	Apr. 22, 2021	Mar. 18, 2021	Sep. 30, 2021	Sep. 30, 2021
Fair Value Adjustment of Warrants [Roll Forward]
Warrant liability, beginning of period				$ 0
Initial measurement	$ 2,181,250	$ 31,358,762
Decrease in fair value of warrant liabilities			$ (6,779,562)	(15,999,574)
Warrant liability, end of period			$ 17,540,438	$ 17,540,438

XML

Class A Common Stock Subject to Possible Redemption - Narrative (Details) - Common Class A	Sep. 30, 2021 vote $ / shares shares	Jun. 30, 2021 shares	Mar. 31, 2021 shares	Dec. 31, 2020 shares
Common Stock Subject to Possible Redemption [Line Items]
Shares authorized (in shares)	500,000,000
Par value (in dollars per share) | $ / shares	$ 0.0001
Temporary equity, number of votes per share | vote	1
Common stock, shares subject to possible redemption, outstanding (in shares)	65,000,000	65,000,000	60,000,000	0
Common stock, number of votes per share | vote	1
Shares issued (in shares)	65,000,000			0

XML

Class A Common Stock Subject to Possible Redemption - Class A Ordinary Shares Reflected on the Balance Sheet (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Common Stock Subject to Possible Redemption [Line Items]
Gross proceeds	$ 650,000,000
Initial fair value of public warrant liability	(17,540,438)			$ 0
Payment of offering costs	(225,599)
Common Class A
Common Stock Subject to Possible Redemption [Line Items]
Gross proceeds	650,000,000
Payment of offering costs	(35,446,300)
Remeasurement of Class A common stock subject to possible redemption to redemption value	51,318,761
Class A common stock subject to possible redemption	650,000,000	$ 650,000,000	$ 600,000,000	$ 0
Common Class A | Public Sale
Common Stock Subject to Possible Redemption [Line Items]
Initial fair value of public warrant liability	$ (15,872,461)

XML

Stockholders' Equity (Details)	Sep. 30, 2021 vote $ / shares shares	Jun. 30, 2021 $ / shares shares	Apr. 30, 2021	Mar. 31, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	1,000,000				1,000,000
Preferred stock, par value (in usd per share) | $ / shares	$ 0.0001				$ 0.0001
Preferred stock, shares issued (in shares)	0				0
Preferred stock, shares outstanding (in shares)	0				0
Common Class A
Class of Stock [Line Items]
Common stock, shares authorized (in share)	500,000,000				200,000,000
Common stock, par value (in usd per share) | $ / shares	$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001
Common stock, number of votes per share | vote	1
Common stock and temporary equity, shares, outstanding (in shares)	65,000,000
Common stock and temporary equity, shares, issued (in shares)	65,000,000
Common stock, shares issued (in shares)		0		0	0
Common stock, shares outstanding (in shares)		0		0	0
Conversion ratio	1		1
Common Class F
Class of Stock [Line Items]
Common stock, shares authorized (in share)	50,000,000				20,000,000
Common stock, par value (in usd per share) | $ / shares	$ 0.0001				$ 0.0001
Common stock, number of votes per share | vote	1
Common stock, shares issued (in shares)	16,250,000				17,250,000
Common stock, shares outstanding (in shares)	16,250,000				17,250,000
Percentage of total common stock outstanding upon completion of initial public offering	20.00%

XML

Fair Value Measurements - Measured on a recurring basis (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Assets
Investments held in Trust Account	$ 650,034,969	$ 0
Liabilities
Warrant liabilities	17,540,438	0
Recurring
Liabilities
Warrant liabilities	17,540,438	0
Recurring | Level 1
Assets
Investments held in Trust Account	650,034,969
Recurring | Level 1 | Public Warrants
Liabilities
Warrant liabilities	6,580,438	0
Recurring | Level 3 | Private Placement Warrants
Liabilities
Warrant liabilities	$ 10,960,000	$ 0

XML

Fair Value Measurements - Changes in fair value of warrant liabilities (Details) - USD ($)			1 Months Ended	3 Months Ended	9 Months Ended
	Apr. 22, 2021	Mar. 18, 2021	Apr. 30, 2021	Sep. 30, 2021	Sep. 30, 2021
Warrant Liabilities [Roll Forward]
Warrant liability, beginning of period					$ 0
Initial fair value of warrant liabilities	$ 2,181,250	$ 31,358,762
Change in fair value				$ (6,779,562)	(15,999,574)
Warrant liability, end of period				17,540,438	17,540,438
Recurring
Warrant Liabilities [Roll Forward]
Warrant liability, beginning of period					0
Initial fair value of warrant liabilities	2,181,250	31,358,762
Change in fair value					(15,999,574)
Warrant liability, end of period				17,540,438	17,540,438
Private Placement Warrants
Warrant Liabilities [Roll Forward]
Initial fair value of warrant liabilities		16,642,551	$ 1,025,000
Private Placement Warrants | Level 3 | Recurring
Warrant Liabilities [Roll Forward]
Warrant liability, beginning of period					0
Initial fair value of warrant liabilities	1,025,000	16,642,551
Change in fair value					(6,707,551)
Warrant liability, end of period				10,960,000	10,960,000
Public Warrants | Level 1 | Recurring
Warrant Liabilities [Roll Forward]
Warrant liability, beginning of period					0
Initial fair value of warrant liabilities	$ 1,156,250	$ 14,716,211
Change in fair value					(9,292,023)
Warrant liability, end of period				$ 6,580,438	$ 6,580,438

XML

Fair Value Measurements - Quantitative information related to warrant liability (Details)				9 Months Ended
	Jun. 30, 2021 USD ($)	Apr. 22, 2021 $ / shares	Mar. 18, 2021 $ / shares	Sep. 30, 2021 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input, term		6 years	6 years
Exercise price per share (in usd per share)		$ 11.50	$ 11.50	$ 11.50
Transfers out of Level 3 | $	$ 10,400,000
Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input, term				6 years
Exercise price per share (in usd per share)				$ 11.50
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		0.0122	0.0131
Risk-free interest rate | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input				0.0098
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		0.280	0.300
Expected volatility | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input				0.210
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		0.000	0.00000	0
Dividend yield | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input				0.00000

XML

Income Tax - Deferred Income Tax Asset (Details)	Sep. 30, 2021 USD ($)
Income Tax Disclosure [Abstract]
Organizational costs and net operating loss	$ 145,594
Total deferred tax asset	145,594
Valuation allowance	(145,594)
Deferred tax asset, net of allowance	$ 0

XML

Income Tax - Income Tax Provision (Details)	9 Months Ended
	Sep. 30, 2021 USD ($)
Federal:
Current	$ 0
Deferred	(144,586)
State:
Current	0
Deferred	0
Change in valuation allowance	144,586
Income tax provision	$ 0