Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | May 08, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Far Point Acquisition Corp | |
Entity Central Index Key | 0001735858 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Address, State or Province | NY | |
Units [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | FPAC.UN | |
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-third of one Warrant to purchase one share of Class A Common Stock | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | FPAC | |
Title of 12(b) Security | Shares of Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 63,250,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 15,812,500 | |
Warrants [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | FPAC.WS | |
Title of 12(b) Security | Warrants, exercisable for one share of Class A Common Stock for $11.50 per share | |
Security Exchange Name | NYSE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 710,358 | $ 1,051,725 |
Prepaid expenses and other current assets | 131,032 | 157,646 |
Total current assets | 841,390 | 1,209,371 |
Investments held in Trust Account | 651,906,798 | 649,394,916 |
Other assets | 25,525 | 25,525 |
Total Assets | 652,773,713 | 650,629,812 |
Current liabilities: | ||
Accounts payable | 109,165 | 1,978 |
Accrued expenses | 8,484,556 | 2,191,463 |
Income tax payable | 415,566 | |
Franchise tax payable | 50,000 | 110,678 |
Total current liabilities | 9,059,287 | 2,304,119 |
Deferred underwriting commissions | 20,737,500 | 20,737,500 |
Total Liabilities | 29,796,787 | 23,041,619 |
Commitments and Contingencies | ||
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Retained earnings | 4,998,280 | 4,998,323 |
Total Stockholders' Equity | 5,000,006 | 5,000,003 |
Total Liabilities and Stockholders' Equity | 652,773,713 | 650,629,812 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A common stock, $0.0001 par value; 61,797,692 and 62,258,819 shares subject to possible redemption at $10.00 per share at March 31, 2020 and December 31, 2019, respectively | 617,976,920 | 622,588,190 |
Stockholders' Equity: | ||
Common stock value | 145 | 99 |
Common Class B [Member] | ||
Stockholders' Equity: | ||
Common stock value | $ 1,581 | $ 1,581 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity subject to possible redemption, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares subject to possible redemption outstanding | 61,797,692 | 62,258,819 |
Temporary equity, redemption price per share | $ 10 | $ 10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 1,452,308 | 991,181 |
Common stock, shares outstanding | 1,452,308 | 991,181 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 15,812,500 | 15,812,500 |
Common stock, shares outstanding | 15,812,500 | 15,812,500 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
General and administrative costs | $ 6,556,526 | $ 334,396 |
Franchise tax expense | 49,663 | 45,241 |
Loss from operations | (6,606,189) | (379,637) |
Interest and investment income | 2,511,993 | 3,788,849 |
Income before income tax expense | (4,094,196) | 3,409,212 |
Income tax expense | 517,071 | 821,913 |
Net (loss) income | (4,611,267) | 2,587,299 |
Common Class A [Member] | ||
Net (loss) income | $ 6,600,000 | $ 334,000 |
Weighted average shares outstanding | 63,250,000 | 63,250,000 |
Basic and diluted net income per share | $ 0.03 | $ 0.05 |
Common Class B [Member] | ||
Net (loss) income | $ 4,600,000 | $ 2,600,000 |
Weighted average shares outstanding | 15,812,500 | 15,812,500 |
Basic and diluted net income per share | $ (0.41) | $ (0.02) |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes in Stockholders' Equity - USD ($) | Total | Common Class A [Member] | Common Class B [Member] | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] |
Beginning Balance at Dec. 31, 2018 | $ 5,000,002 | $ 189 | $ 1,581 | $ 375,406 | $ 4,622,826 | ||
Beginning Balance, Shares at Dec. 31, 2018 | 1,891,166 | 15,812,500 | |||||
Class A common stock subject to possible redemption | (2,587,300) | $ (26) | $ (375,406) | (2,211,868) | |||
Class A common stock subject to possible redemption, Shares | (258,730) | ||||||
Net income | 2,587,299 | $ 334,000 | $ 2,600,000 | 2,587,299 | |||
Ending Balance at Mar. 31, 2019 | 5,000,001 | $ 163 | $ 1,581 | 4,998,257 | |||
Ending Balance, Shares at Mar. 31, 2019 | 1,632,436 | 15,812,500 | |||||
Beginning Balance at Dec. 31, 2019 | 5,000,003 | $ 99 | $ 1,581 | 4,998,323 | |||
Beginning Balance, Shares at Dec. 31, 2019 | 991,181 | 15,812,500 | |||||
Class A common stock subject to possible redemption | 4,611,270 | $ 46 | 4,611,224 | ||||
Class A common stock subject to possible redemption, Shares | 461,127 | ||||||
Net income | (4,611,267) | $ 6,600,000 | $ 4,600,000 | (4,611,267) | |||
Ending Balance at Mar. 31, 2020 | $ 5,000,006 | $ 145 | $ 1,581 | $ 4,998,280 | |||
Ending Balance, Shares at Mar. 31, 2020 | 1,452,308 | 15,812,500 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (4,611,267) | $ 2,587,299 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Income earned on investments held in Trust Account | (2,511,882) | (3,788,849) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 26,614 | (24,129) |
Accounts payable | 107,187 | 27,104 |
Accrued expenses | 6,293,093 | 172,699 |
Income tax payable | 415,566 | (705,353) |
Franchise tax payable | (60,678) | (66,944) |
Net cash used in Operating activities | (341,367) | (1,798,173) |
Cash Flows from Investing Activities: | ||
Investment income released from Trust Account | 1,527,516 | |
Net cash provided by investing activities | 1,527,516 | |
Net change in cash | (341,367) | (270,657) |
Cash - beginning of the period | 1,051,725 | 1,666,639 |
Cash - end of the period | 710,358 | 1,395,982 |
Supplemental disclosure of noncash activities: | ||
Change in value of Class A common stock subject to possible redemption | 2,587,300 | |
Cash paid for income taxes | $ 1,527,266 | |
Common Class A [Member] | ||
Supplemental disclosure of noncash activities: | ||
Change in value of Class A common stock subject to possible redemption | $ 4,611,270 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Organization and General Far Point Acquisition Corporation (the “ Company Initial Business Combination Securities Act JOBS Act At March 31, 2020, the Company had not commenced any operations. All activity for the period from February 23, 2018 (inception) through March 31, 2020 had been related to the Company’s formation and the initial public offering (“ Initial Public Offering non-operating Sponsor and Financing The Company’s Sponsor is Far Point LLC, a Delaware limited liability company (the “ Sponsor SEC Unit Units Trust Account Trust Account The proceeds held in the Trust Account was invested only in U.S. government treasury bills with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of its Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units (the “ Public Shares Combination Period pre-Initial Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NYSE rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, 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. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes. As a result, such shares of Class A common stock have been recorded as temporary equity in accordance with the Financial Accounting Standards Board (“ FASB ASC Pursuant to the Company’s amended certificate of incorporation, if the Company is unable to complete the Initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Merger Agreement On January 16, 2020, as disclosed in the Current Report on Form 8-K Merger Agreement Globetrotter Aktiengesellschaft 38, Zürichstrasse, 38-8306 Brüttisellen, Switzerland New Global Blue Cayman Holdings Management Sellers Seller Parties Aktiengesellschaft 38-8306 Global Blue Founder Going Concern Consideration The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2020, the Company had approximately $710,000 in its operating bank account, approximately $19.4 million of investment income available in the Trust Account to pay for franchise and income taxes, and a working capital deficit of approximately $7.8 million (excluding franchise and income tax obligations). Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. Through March 31, 2020, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 4) to the Sponsor, $300,000 in note payable and $40,276 in advances from related party, the proceeds from the consummation of the private placement not held in Trust Account of approximately $2.2 million, and investment income withdrawn from the Trust Account of approximately $4.7 million since inception to pay for tax obligations. The Company fully repaid these borrowings and advances from the Sponsor and related parties on June 15, 2018. Management is currently evaluating the impact of the COVID-19 In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—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 (“ GAAP Annual Report on Form 10-K filed by the Company with Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share The Company’s statements of operations include a presentation of income per share for common stock subject to redemption in a manner similar to the two-class Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At March 31, 2020 and December 31, 2019, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “ Fair Value Measurements and Disclosures 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. 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 include: • 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. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual result could differ from those estimates. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity As discussed in Note 1, all of the 63,250,000 Public Shares contain a redemption feature which allows for the redemption of Class A common stock under the Company’s liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its 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. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A common stock shall be affected by charges against additional paid-in capital paid-in Accordingly, at March 31, 2020 and December 31, 2019, 61,797,692 and 62,258,819 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets, respectively. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2020 and December 31, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2020 or December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2020 | |
Text Block [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On June 14, 2018, the Company sold 63,250,000 Units at a price of $10.00 per Unit, including 8,250,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option. Funds managed or advised by Third Point, LLC (“ Third Point Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-third of one warrant (each, a “ Public Warrant Public Warrants Warrant |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On March 16, 2018, the Sponsor purchased 11,500,000 shares of Class B common stock (the “ Founder Shares one-for-one The Company’s initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day Private Placement Concurrently with the closing Private Placement Warrants The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Forward Purchase Agreement On May 18, 2018, Cloudbreak Aggregator LP, the managing member of the Sponsor and an affiliate of Third Point, (the “ Forward Purchaser Forward Purchase Agreement Forward Purchase Shares Registration Rights The holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement dated as of June 11, 2018. These holders are entitled to certain demand and “piggyback” registration rights. 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 Related Party Loans and Advances The Company’s Sponsor had agreed to loan the Company an aggregate of $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. In addition to the fully outstanding Note, the Sponsor and certain affiliates of the Company also paid certain administrative expenses and offering costs of $ on behalf of the Company. These advances were due on demand and were non-interest bearing. The Company fully repaid the Note and advances to the Sponsor and affiliates on June 15, 2018. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $11.85 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred underwriting commission of $0.35 per unit, or approximately $20.7 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement. The underwriters did not receive, and will not receive, any underwriting discounts on Units purchased, directly or indirectly, by Third Point. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Federal Home Loan Banks [Abstract] | |
Stockholders' Equity | Note 6—Stockholders’ Equity Common Stock On June 11, 2018, the Company amended and restated the certificate of incorporation, which increased the authorized common stock of the Company to include up to 400,000,000 shares of Class A common stock and 50,000,000 shares of Class B common stock. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. The Company effectuated two stock dividends paid in June 2018, the first for 0.25 share per share, and the second for 0.1 share per share, aggregating 0.375 shares of Class B common stock for each outstanding share of Class B common stock outstanding prior to the initial dividend. At March 31, 2020 and 2018, there were 63,250,000 and 15,812,500 shares of Class A and Class B common stock issued and outstanding, respectively. Of the outstanding shares of Class A common stock, 61,797,692 and 62,258,819 shares of Class A common stock were subject to possible redemption at March 31, 2020 and December 31, 2019, respectively. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2020 and December 31, 2019, there were no shares of preferred stock issued or outstanding. Warrants The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (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 an Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the 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 and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) 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 the Company 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 Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that 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 an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable The Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants): • 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 closing price of the shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading If the Company calls the Public Warrants for redemption, 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7—Fair Value Measurements The following table presents information about the Company’s assets that are measured on a recurring basis as of March 31, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: March 31, 2020 Description Quoted Prices Significant Other Significant Other Investments held in Trust Account $ 651,906,798 $ — $ — December 31, 2019 Description Quoted Prices Significant Other Significant Other Investments held in Trust Account $ 649,394,916 $ — $ — As of March 31, 2020 and December 31, 2019, the investments held in the Trust Account were comprised of U.S. treasury bills and investments in money market funds. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued, and determined that there have been no events that have occurred that would require adjustments to the disclosures in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 (“ GAAP Annual Report on Form 10-K filed by the Company with |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share The Company’s statements of operations include a presentation of income per share for common stock subject to redemption in a manner similar to the two-class |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At March 31, 2020 and December 31, 2019, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “ Fair Value Measurements and Disclosures |
Fair Value Measurements | 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. 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 include: • 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. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual result could differ from those estimates. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity As discussed in Note 1, all of the 63,250,000 Public Shares contain a redemption feature which allows for the redemption of Class A common stock under the Company’s liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its 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. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A common stock shall be affected by charges against additional paid-in capital paid-in Accordingly, at March 31, 2020 and December 31, 2019, 61,797,692 and 62,258,819 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets, respectively. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2020 and December 31, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2020 or December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Information about Company's Assets Measured on Recurring Basis | March 31, 2020 Description Quoted Prices Significant Other Significant Other Investments held in Trust Account $ 651,906,798 $ — $ — December 31, 2019 Description Quoted Prices Significant Other Significant Other Investments held in Trust Account $ 649,394,916 $ — $ — |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) $ / shares in Units, € in Billions | Jun. 14, 2018USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Mar. 31, 2020EUR (€) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Organization And Business Operations [Line Items] | ||||||
Date of incorporation | Feb. 23, 2018 | Feb. 23, 2018 | ||||
Sale of units, price per share | $ / shares | $ 10 | |||||
Total offering costs | $ 33,200,000 | |||||
Deferred underwriting commission | $ 20,700,000 | $ 20,737,500 | $ 20,737,500 | |||
Business combination and initial public offering completion period description | The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of its Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units (the “Public Shares”) sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation (A) to modify the substance or timing of its obligation to redeem 100% of such shares of Class A common stock if the Company does not complete its Initial Business Combination by September 14, 2020 (since the Company has executed a definitive agreement for an Initial Business Combination by June 14, 2020 but may not have completed the Initial Business Combination by such date) (the “Combination Period”) or (B) with respect to any other provision relating to stockholders’ rights for pre-Initial Business Combination activities; and (iii) the redemption of 100% of the shares of Class A common stock included in the Units sold in the Initial Public Offering if the Company is unable to complete an Initial Business Combination within the Combination Period, subject to the requirements of law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. | The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of its Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units (the “Public Shares”) sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation (A) to modify the substance or timing of its obligation to redeem 100% of such shares of Class A common stock if the Company does not complete its Initial Business Combination by September 14, 2020 (since the Company has executed a definitive agreement for an Initial Business Combination by June 14, 2020 but may not have completed the Initial Business Combination by such date) (the “Combination Period”) or (B) with respect to any other provision relating to stockholders’ rights for pre-Initial Business Combination activities; and (iii) the redemption of 100% of the shares of Class A common stock included in the Units sold in the Initial Public Offering if the Company is unable to complete an Initial Business Combination within the Combination Period, subject to the requirements of law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. | ||||
Minimum percentage of fair market value of business acquisition to trust account | 80.00% | 80.00% | ||||
Maximum net tangible assets to complete business combination | $ 5,000,001 | |||||
Accrued interest to pay dissolution expenses | 100,000 | |||||
Cash | 710,358 | $ 1,395,982 | $ 1,051,725 | $ 1,666,639 | ||
Investment Income Available in Trust Account | 19,400,000 | |||||
Working Capital Deficit | $ 7,800,000 | |||||
Investment Income Released From Trust Account | $ (1,527,516) | |||||
Consideration Payable | € | € 2.3 | |||||
Common Class A [Member] | ||||||
Organization And Business Operations [Line Items] | ||||||
Shares redemption obligation percentage | 100.00% | 100.00% | ||||
Sponsor [Member] | ||||||
Organization And Business Operations [Line Items] | ||||||
Proceeds from issuance of common stock | $ 25,000 | |||||
Note payable | 300,000 | |||||
Advances from related party | 40,276 | |||||
Proceeds from consummation of private placement | $ 14,650,000 | |||||
U.S. Government Treasury Bills [Member] | Maximum [Member] | ||||||
Organization And Business Operations [Line Items] | ||||||
Debt instrument, maturity period | 180 days | 180 days | ||||
IPO [Member] | ||||||
Organization And Business Operations [Line Items] | ||||||
Sale of units | shares | 63,250,000 | |||||
Gross proceeds from sale of units | $ 632,500,000 | |||||
Over-Allotment Option [Member] | ||||||
Organization And Business Operations [Line Items] | ||||||
Sale of units | shares | 8,250,000 | |||||
Private Placement [Member] | ||||||
Organization And Business Operations [Line Items] | ||||||
Proceeds from issuance of warrants | $ 14,650,000 | |||||
Held in a trust account | $ 632,500,000 | |||||
Private Placement [Member] | Sponsor [Member] | ||||||
Organization And Business Operations [Line Items] | ||||||
Proceeds from consummation of private placement | $ 2,200,000 | |||||
Investment Income Released From Trust Account | $ 4,700,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Jun. 14, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Income and franchise taxes | $ 567,000 | $ 867,000 | ||
Federal Deposit Insurance Corporation coverage | 250,000 | $ 250,000 | ||
Maximum net tangible assets to complete business combination | 5,000,001 | |||
Unrecognized tax benefits | 0 | $ 0 | ||
Net Income Loss Basic And Diluted | (4,611,267) | 2,587,299 | ||
Investment income from trust account | 2,500,000 | 3,800,000 | ||
Investment income from trust account franchise tax | $ 1,900,000 | $ 2,900,000 | ||
IPO [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Sale of units | 63,250,000 | |||
Common Class A [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 30,850,000 | |||
Temporary equity, shares subject to possible redemption outstanding | 61,797,692 | 62,258,819 | ||
Weighted average shares outstanding | 63,250,000 | 63,250,000 | ||
Net Income Loss Basic And Diluted | $ 6,600,000 | $ 334,000 | ||
Income Loss Attributable To Parent | $ 1,900,000 | $ 2,900,000 | ||
Common Class B [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Weighted average shares outstanding | 15,812,500 | 15,812,500 | ||
Net Income Loss Basic And Diluted | $ 4,600,000 | $ 2,600,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Jun. 14, 2018 | Mar. 31, 2020 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | |||
Share unit price per share | $ 10 | ||
Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units | 63,250,000 | ||
IPO [Member] | Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, par value | $ 0.0001 | ||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | ||
IPO [Member] | Third Point, LLC [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units | 4,000,000 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units | 8,250,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jun. 13, 2018 | May 18, 2018 | Mar. 16, 2018 | Jun. 30, 2018 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 14, 2018 | Mar. 31, 2018 |
Related Party Transaction [Line Items] | ||||||||
Common stock, shares, outstanding | 15,812,500 | |||||||
Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock transferred from Sponsor to independent director nominees | 40,000 | |||||||
Stock transferred from each independent director nominees back to Sponsor | 15,000 | |||||||
Proceeds from sale of private placement units | $ 14,650,000 | |||||||
Sponsor [Member] | Related Party Loans [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 300,000 | |||||||
Sponsor [Member] | Private Placement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of warrants purchased | 9,766,667 | |||||||
Price per warrant | $ 1.50 | |||||||
Proceeds from sale of private placement units | $ 2,200,000 | |||||||
Sponsor And Affiliates [Member] | Working Capital Loans [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advance payable - related party | $ 40,276 | |||||||
Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares, outstanding | 15,812,500 | 15,812,500 | 15,812,500 | |||||
Stock dividend per share | $ 0.375 | $ 0.375 | ||||||
Common Class B [Member] | Dividend First [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock dividend per share | 0.25 | |||||||
Common Class B [Member] | Dividend Second [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock dividend per share | $ 0.1 | |||||||
Common Class B [Member] | Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of units | 11,500,000 | |||||||
Closing price of common stock | $ 0.002 | |||||||
Stock issued during period, value, new issues | $ 25,000 | |||||||
Common Class A [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares, outstanding | 1,452,308 | 991,181 | ||||||
Founder shares, earliest period to transfer, assign or sell | 1 year | |||||||
Founder shares, threshold trading days | 20 days | |||||||
Founder shares, threshold consecutive trading days | 30 days | |||||||
Founder shares, commencement period | 150 days | |||||||
Common Class A [Member] | Sponsor [Member] | Maximum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares to be forfeited if over-allotment option is not exercised | 2,062,500 | |||||||
Common Class A [Member] | Sponsor [Member] | Private Placement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares of common stock converted from each warrant | 1 | |||||||
Warrant exercise price | $ 11.50 | |||||||
Period to complete initial business combination | 30 days | |||||||
Common Class A [Member] | Founder [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Closing price of common stock | $ 12 | |||||||
Sale of stock, description of transaction | (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||||
Common Class A [Member] | Third Point, LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Forward agreements price per share | $ 9.50 | |||||||
Shares to be sold under forward purchase agreement, excess of shares redeemed in connection with Initial Business Combination over | 20,000,000 | |||||||
Forward agreements, multiply by aggregate amount | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)$ / shares | |
Deferred underwriting discount | $ / shares | $ 0.35 |
Deferred underwriting discount, aggregate | $ | $ 20,700 |
IPO [Member] | |
Underwriting discount | $ / shares | $ 0.20 |
Underwriting discounts, aggregate | $ | $ 11,850 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | 3 Months Ended | |||||
Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2018 | Jun. 14, 2018 | Jun. 11, 2018 | Mar. 31, 2018 | |
Class of Stock [Line Items] | ||||||
Common stock, voting rights | Holders of the Company’s common stock are entitled to one vote for each share of common stock. | |||||
Common stock, shares outstanding | 15,812,500 | |||||
Preference stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preference stock, shares issued | 0 | 0 | ||||
Preference stock, shares outstanding | 0 | 0 | ||||
Closing price of common stock | $ 10 | |||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | |||
Common stock, shares issued | 1,452,308 | 991,181 | ||||
Common stock, shares outstanding | 1,452,308 | 991,181 | ||||
Temporary equity, shares subject to possible redemption outstanding | 61,797,692 | 62,258,819 | ||||
Common stock, shares issued | 63,250,000 | |||||
Common stock, shares outstanding | 63,250,000 | |||||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||
Common stock, shares issued | 15,812,500 | 15,812,500 | 15,812,500 | |||
Common stock, shares outstanding | 15,812,500 | 15,812,500 | 15,812,500 | |||
Stock dividend per share | $ 0.375 | $ 0.375 | ||||
Dividend First [Member] | Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock dividend per share | 0.25 | |||||
Dividend Second [Member] | Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock dividend per share | $ 0.1 | |||||
Temporary equity, shares subject to possible redemption outstanding | 0.1 | |||||
Public Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants, description | The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (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). | |||||
Warrants expiration period | 5 years | |||||
Price per warrants | $ 0.01 | |||||
Redemption period of warrants | 30 days | |||||
Closing price of common stock | $ 18 | |||||
Private Placement [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants, description | The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that 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 an Initial Business Combination, subject to certain limited exceptions. |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Information about Company's Assets Measured on Recurring Basis (Detail) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Investments held in Trust Account | $ 651,906,798 | $ 649,394,916 |
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Investments held in Trust Account | $ 651,906,798 | $ 649,394,916 |