All activities through December 31, 2021 were related to the Company’s organizational activities, preparation for the Company’s initial public offering, identifying a target company for a business combination and activities in connection with the Proposed IBC and its subsequent cancellation. We will not generate any operating revenues until after completion of our Initial Business Combination. We generate
income in the form of interest and dividends on cash and cash equivalents, and marketable securities held in the trust account. We incur ongoing expenses as a result of being a public company for legal, financial reporting, accounting and auditing compliance, as well as for due diligence and Initial Business Combination related transaction expenses.
For the year ended December 31, 2021, we had net income of $833,301,124, which consisted of
gain related to change in the fair value of Forward Purchase Agreement liabilities/assets of $598,782,500, (ii)
gain related to change in the fair value of Outstanding Warrant liabilities of $237,364,758, (iii) income earned on marketable securities held in the trust account of $1,850,026, (iv) IBC related fees reimbursement of $1,343,817, and (v) interest and dividends earned on marketable securities held in the operating account of $2,146, offset by (a) legal, insurance, research, franchise tax and other expenses totaling $5,734,774, and (b) provision for income taxes of $307,349.
For the period from May 4, 2020 (inception) through December 31, 2020, we had net loss of $954,881,205, which consisted of
loss related to change in the fair value of Forward Purchase Agreement liabilities/assets of $593,893,320, (ii)
loss related to change in the fair value of Outstanding Warrant liabilities of $358,644,962, (iii) offering costs attributed to Outstanding Warrant liabilities of $912,625, (iv) legal, insurance, research, franchise tax and other expenses totaling $1,489,208, (v) IBC related fees of $1,343,817, and (vi) provision for income taxes of $289,155, offset by (a) income earned on marketable securities held in the trust account of $1,690,454, and (b) interest and dividends earned on marketable securities held in the operating account of $1,428.
As noted above, 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. As such, we believe the amount of committed capital available for an Initial Business Combination is critical to our success as a blank check company. See Liquidity and Capital Resources below for further information on our unrestricted cash balances and funds held in the trust account as of December 31, 2021. In addition, we report adjusted net loss, which is a
financial measure that is not required by, or presented in accordance with, GAAP. Management uses this
measure to evaluate results as it reduces the volatility of operations due to the accounting for our warrants and forward purchase agreements, which are more fully described in Note 2 of the Notes to Financial Statements included herein, and which do not have an impact on the funds held in the trust account or committed capital available for an Initial Business Combination. We believe this information is useful to investors for these reasons. This
measure should not be considered a substitute for the most directly comparable GAAP measures, which are reconciled below. Further, this measure has limitations as an analytical tool, and when assessing our operating performance, you should not consider this measure in isolation or as a substitute for GAAP measures. We may calculate or present this
financial measure differently than other companies who report measures with the same or similar names, and as a result, the
measure we report may not be comparable.
Adjusted net income/(loss) represents our net income/(loss) excluding the change in fair value of forward purchase agreement liabilities/assets and the change in fair value of Outstanding Warrant liabilities, which are
items. As of December 31, 2021, our balance sheets reflect a net liability of $220,450,746 (net of Forward Purchase Agreement assets) (December 31, 2020: $1,056,598,004) related to derivative liabilities/assets which do not impact the funding available for an Initial Business Combination. As can be observed, the value of the liabilities/assets relating to these instruments under GAAP (and the related income/(loss) that flows through the statements of operations) can swing significantly when in fact no economic changes have occurred.