Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 13, 2020 | Jun. 28, 2019 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Gores Metropoulos, Inc. | ||
Entity Central Index Key | 0001758057 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity File Number | 001-38791 | ||
Entity Tax Identification Number | 83-1804317 | ||
Entity Address, Address Line One | 9800 Wilshire Blvd. | ||
Entity Address, City or Town | Beverly Hills | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90212 | ||
City Area Code | 310 | ||
Local Phone Number | 209-3010 | ||
Entity Public Float | $ 402.8 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes | ||
Class A Common Stock | |||
Entity Information [Line Items] | |||
Trading Symbol | GMHI | ||
Entity Common Stock, Shares Outstanding | 40,000,000 | ||
Title of 12(b) Security | Class A Common Stock | ||
Security Exchange Name | NASDAQ | ||
Class F Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 10,000,000 | ||
Warrants | |||
Entity Information [Line Items] | |||
Trading Symbol | GMHIW | ||
Title of 12(b) Security | Warrants | ||
Security Exchange Name | NASDAQ | ||
Units | |||
Entity Information [Line Items] | |||
Trading Symbol | GMHIU | ||
Title of 12(b) Security | Units | ||
Security Exchange Name | NASDAQ |
BALANCE SHEET
BALANCE SHEET - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 1,365,240 | $ 52,489 |
Deferred offering costs | 437,375 | |
Prepaid assets | 136,399 | |
Total current assets | 1,501,639 | 489,864 |
Deferred income tax | 2,353 | |
Investments and cash held in Trust Account | 406,434,959 | |
Total assets | 407,938,951 | 489,864 |
Current liabilities: | ||
Accrued expenses, formation and offering costs | 53,203 | 335,418 |
State franchise tax accrual | 200,000 | 1,431 |
Notes and advances payable – related party | 150,000 | |
Income tax payable | 1,102,662 | |
Total current liabilities | 1,355,865 | 486,849 |
Deferred underwriting compensation | 14,000,000 | |
Total liabilities | 15,355,865 | 486,849 |
Commitments and Contingencies: | ||
Class A subject to possible redemption, 38,713,476 and -0- shares at December 31, 2019 and December 31, 2018, respectively (at redemption value of $10 per share) | 387,134,760 | |
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding | ||
Additional paid-in-capital | 24,006 | 23,922 |
Retained earnings/(accumulated deficit) | 5,423,191 | (21,985) |
Total stockholders’ equity | 5,448,326 | 3,015 |
Total liabilities and stockholders’ equity | 407,938,951 | 489,864 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock value | 129 | |
Total stockholders’ equity | 129 | |
Class F Common Stock | ||
Stockholders’ equity: | ||
Common stock value | 1,000 | 1,078 |
Total stockholders’ equity | $ 1,000 | $ 1,078 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Class A subject to possible redemption, shares | 38,713,476 | 0 |
Class A subject to possible redemption, redemption value per share | $ 10 | |
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 stock, shares authorized | 220,000,000 | |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 1,286,524 | 0 |
Common stock, shares outstanding | 1,286,524 | 0 |
Class F Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 10,000,000 | 10,000,000 |
Common stock, shares outstanding | 10,000,000 | 10,000,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Professional fees and other expenses | $ (20,554) | $ (620,871) |
State franchise taxes, other than income tax | (1,431) | (200,000) |
Loss from operations | (21,985) | (820,871) |
Other income - interest income | 7,707,654 | |
Net income/(loss) before income taxes | (21,985) | 6,886,783 |
Provision for income tax | (1,441,607) | |
Net income/(loss) attributable to common shares | (21,985) | 5,445,176 |
Class A Common Stock | ||
Net income/(loss) attributable to common shares | $ 5,938,019 | |
Net income/(loss) per ordinary share: | ||
Net income (loss) per ordinary share - basic and diluted | $ 0.16 | |
Class F Common Stock | ||
Net income/(loss) attributable to common shares | $ (21,985) | $ (492,843) |
Net income/(loss) per ordinary share: | ||
Net income (loss) per ordinary share - basic and diluted | $ 0 | $ (0.05) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Class A Common Stock | Class F Common Stock | Additional Paid-in Capital | Accumulated Deficit/Retained Earnings |
Beginning balance at Aug. 28, 2018 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning Balance (in shares) at Aug. 28, 2018 | 0 | 0 | |||
Sale of common stock to Sponsor in October 2018 | 25,000 | $ 1,078 | 23,922 | ||
Sale of common stock to Sponsor in October 2018, shares | 10,781,250 | ||||
Net (loss) income | (21,985) | (21,985) | |||
Ending balance at Dec. 31, 2018 | 3,015 | $ 1,078 | 23,922 | (21,985) | |
Ending Balance (in shares) at Dec. 31, 2018 | 10,781,250 | ||||
Forfeited Class F Common stock by Sponsor | $ (78) | 78 | |||
Forfeited Class F Common stock by Sponsor (in shares) | (781,250) | ||||
Proceeds from initial public offering of Units on February 5, 2019 at $10.00 per Unit | 400,000,000 | $ 4,000 | 399,996,000 | ||
Proceeds from initial public offering of Units on February 5, 2019 at $10.00 per Unit (in shares) | 40,000,000 | ||||
Sale of 6,666,666 Private Placement Warrants to Sponsor on February 5, 2019 at $1.50 per Private Placement Warrant | 10,000,000 | 10,000,000 | |||
Underwriters discounts | (8,000,000) | (8,000,000) | |||
Offering costs charged to additional paid-in capital | (865,105) | (865,105) | |||
Deferred underwriting compensation | (14,000,000) | (14,000,000) | |||
Class A common stock subject to possible redemption; 38,713,476 shares at a redemption price of $10.00 | (387,134,760) | $ (3,871) | (387,130,889) | ||
Class A common stock subject to possible redemption; 38,713,476 shares at a redemption price of $10.00,(in shares) | (38,713,476) | ||||
Net (loss) income | 5,445,176 | $ 5,938,019 | $ (492,843) | 5,445,176 | |
Ending balance at Dec. 31, 2019 | $ 5,448,326 | $ 129 | $ 1,000 | $ 24,006 | $ 5,423,191 |
Ending Balance (in shares) at Dec. 31, 2019 | 1,286,524 | 10,000,000 |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of warrants sold | 6,666,666 | |
Warrants sold, price per warrant | $ 1.50 | |
Class A common stock subject to possible redemption (in shares) | 38,713,476 | 0 |
Class A common stock subject to possible redemption, redemption price | $ 10 | |
Class A Common Stock | ||
Unit price (in dollars per Unit) | $ 10 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net income/(loss) | $ (21,985) | $ 5,445,176 |
Changes in state franchise tax accrual | 1,431 | 198,569 |
Changes in prepaid assets | (136,399) | |
Changes in deferred offering costs | (437,375) | 437,375 |
Changes in current income tax | 1,102,662 | |
Changes in deferred income tax | (2,353) | |
Changes in accrued expenses, formation and offering costs | 335,418 | (282,215) |
Net cash provided by/(used in) operating activities | (122,511) | 6,762,815 |
Cash flows from investing activities: | ||
Cash deposited in Trust Account | (400,000,000) | |
Interest reinvested in Trust Account | (6,434,959) | |
Net cash used in investing activities | (406,434,959) | |
Cash flows from financing activities: | ||
Proceeds from notes and advances payable - related party | 150,000 | |
Proceeds from sale of Class F common stock to Sponsor | 25,000 | |
Proceeds from sale of Units in initial public offering | 400,000,000 | |
Proceeds from sale of Private Placement Warrants to Sponsor | 10,000,000 | |
Repayment of notes and advances payable – related party | (150,000) | |
Payment of underwriter's discounts and commissions | (8,000,000) | |
Payment of accrued offering costs | (865,105) | |
Net cash provided by financing activities | 175,000 | 400,984,895 |
Increase in cash | 52,489 | 1,312,751 |
Cash at beginning of period | 52,489 | |
Cash at end of period | $ 52,489 | 1,365,240 |
Supplemental disclosure of non-cash financing activities: | ||
Deferred underwriting compensation | 14,000,000 | |
Cash paid for income and state franchise taxes | $ 342,729 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Operations | 1. Organization and Business Operations Organization and General Gores Metropoulos, Inc. (the “Company”) was incorporated in Delaware on August 28, 2018. 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 (the “Business Combination”). The Company has neither engaged in any operations nor generated any revenue to date. The Company’s management has broad discretion with respect to the Business Combination, but intends to focus our search for a target business in the consumer products and services industries. The Company’s Sponsor is Gores Metropoulos Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31 as its fiscal year-end. At December 31, 2019, the Company had not commenced any operations. All activity for the period from August 28, 2018 (inception) through December 31, 2019 relates to the Company’s formation and initial public offering (“Public Offering”) described below. The Company completed the Public Offering on February 5, 2019. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. Subsequent to the Public Offering, the Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the sale of the Private Placement Warrants (as defined below) held in the Trust Account (as defined below). Financing Upon the closing of the Public Offering and the sale of the Private Placement Warrants, an aggregate of $400,000,000 was placed in a Trust Account with Continental Stock Transfer & Trust Company (the “Trust Account”) acting as Trustee. The Company intends to finance a Business Combination with the net proceeds from its $400,000,000 Public Offering and its sale of $10,000,000 of Private Placement Warrants. Trust Account Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market funds meeting certain conditions under Rule 2a 7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government obligations. As of December 31, 2019, the Trust Account consisted of cash and treasury bills. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund regulatory compliance requirements and other costs related thereto (a “Regulatory Withdrawal”), subject to an annual limit of $750,000 for a maximum 24 months and/or additional amounts necessary to pay franchise and income taxes, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; or (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules. Business combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination. The Business Combination must be 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 (less any deferred underwriting commissions and taxes payable on interest income earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the 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 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 Business Combination, including interest income but less taxes payable, or (ii) provide stockholders with the opportunity to sell their 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 Business Combination, including interest income but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their 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 NASDAQ rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of Common Stock voted are voted in favor of the Business Combination. Currently, the Company will not redeem its public shares of Common Stock in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares of Common Stock and the related Business Combination, and instead may search for an alternate Business Combination. As a result of the foregoing redemption provisions, the public shares of Common Stock will be recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 480, “ Distinguishing Liabilities from Equity The Company will have 24 months from the IPO Closing Date to complete its Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of Common Stock for a per share pro rata portion of the Trust Account, including interest income, but less taxes payable (less up to $100,000 of such net interest income to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares of Common Stock, they will be entitled to a pro rata share of the Trust Account in the event the Company does not complete a Business Combination within the required time period. 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 less than the initial public offering price per Unit in the Public Offering. Emerging Growth Company 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. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of December 31, 2019 and 2018 and the results of operations and cash flows for the periods presented. Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A common stock (the “Common Stock”) and Class F common stock (the “Founder Shares”). Net income/(loss) per common share is computed utilizing the two-class method. The two-class method is an earnings allocation formula that determines earnings per share separately for each class of common stock based on an allocation of undistributed earnings per the rights of each class. As of December 31, 2019, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock: Year Ended December 31, 2019 For the Period from August 28, 2018 (inception) to December 31, 2018 Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ 5,938,019 $ (492,843 ) $ — $ (21,985 ) Denominator: Weighted-average shares outstanding 36,164,000 10,162,656 — 10,781,250 Basic and diluted net income/(loss) per share $ 0.16 $ (0.05 ) $ — $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, “ Fair Value Measurements and Disclosures Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering Redeemable Common Stock As discussed in Note 3, all of the 40,000,000 shares of Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, redemption provisions not solely within the control of the Company require common stock subject to redemption 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 ASC 480. Although the Company did not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital. Accordingly, as of December 31, 2019, 38,713,476 of the 40,000,000 public shares are classified outside of permanent equity at their redemption value. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes. The Company accounts for uncertainty in income taxes by recognizing the tax benefit from an uncertain tax position only if it is more than likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company measures the tax benefits recognized in the financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, the Company is required to make many subjective assumptions and judgments regarding income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to the Company's subjective assumptions and judgments, which can materially affect amounts recognized in the balance sheets and statements of operations. The Company recognizes interest and penalties related to uncertain tax positions in other income (expense). No penalties or interest were recorded during the years ended December 31, 2019 or 2018. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits. Investments and Cash Held in Trust Account As of December 31, 2019, the Company had $406,434,959 in the Trust Account which may be utilized for Business Combinations. As of December 31, 2019, the Trust Account consisted of both cash and treasury bills. 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 trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules. Recently issued accounting pronouncements not yet adopted 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 financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated on a regular basis or if a Business Combination is completed where the impact could be material. Going Concern Consideration If the Company does not complete its Business Combination by February 5, 2021, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 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 less than the initial public offering price per unit (the “Units”) in the Public Offering. In addition if the Company fails to complete its Business Combination by February 5, 2021, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, as of December 31, 2019 and 2018, the Company had current liabilities of $1,355,865 and $486,849, respectively, and working capital of $145,774 and $3,015, respectively, largely due to amounts owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after December 31, 2019 and amounts are continuing to accrue. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2019 | |
Public Offering [Abstract] | |
Public Offering | 3. Public Offering Public Units On February 5, 2019, the Company sold 40,000,000 units at a price of $10.00 per unit (the “Units”), including 2,500,000 Units as a result of the underwriter’s partial exercise of their over-allotment option, generating gross proceeds of $400,000,000. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-third of one redeemable Class A common stock purchase warrant (the “Warrants”). Each Whole Warrant entitles the holder to purchase one share of Class A common stock for $11.50 per share. Each Warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete the Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. The Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the Company. The Company did not register the shares of Common Stock issuable upon exercise of the Warrants under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities law. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a registration statement under the Securities Act following the completion of the Business Combination covering the shares of Common Stock issuable upon exercise of the Warrants. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Founder Shares On October 18, 2018, the Sponsor purchased 10,781,250 shares of Class F common stock (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.002 per share. Subsequently, the Sponsor transferred an aggregate of 75,000 Founder Shares to the Company’s independent directors (together with the Sponsor, the “Initial Stockholders”). On March 18, 2019, the Sponsor forfeited 781,250 Founder Shares following the expiration of the unexercised portion of underwriter’s over-allotment option, so that the Founder Shares held by the Initial Stockholders would represent 20.0% of the outstanding shares of Common Stock following completion of the Public Offering. The Founder Shares are identical to the Common Stock included in the Units sold in the Public Offering except that the Founder Shares will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s amended and restated certificate of incorporation. Private Placement Warrants The Sponsor purchased from the Company an aggregate of 6,666,666 warrants at a price of $1.50 per warrant (a purchase price of $10,000,000) in a private placement that occurred simultaneously with the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering, except that the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by the Sponsor or its permitted transferees. If the Company does not complete a Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public stockholders and the Private Placement Warrants will expire worthless. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants issued upon conversion of working capital loans, if any, have registration rights (in the case of the Founder Shares, only after conversion of such shares to common shares) pursuant to a registration rights agreement entered into by the Company, the Sponsor and the other security holders named therein on February 1, 2019. These holders will also have certain demand and “piggy back” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan On October 18, 2018, our Sponsor loaned us an aggregate of $150,000 by the issuance of an unsecured promissory note for $300,000 to cover expenses related to the Public Offering. On December 31, 2019, the outstanding balance on the loan was $150,000. On January 25, 2019, our Sponsor loaned us an additional $150,000 to cover expenses related to the Public Offering. These Notes were non-interest bearing and payable on the earlier of September 30, 2019 or the completion of the Public Offering. The carrying amount of the Notes approximates fair value because of their short maturity. These Notes were repaid in full upon the completion of the Public Offering. Administrative Service Agreement The Company entered into an administrative services agreement on February 1, 2019, pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 a month for office space, utilities and secretarial support. Services commenced on the date the securities were first listed on the NASDAQ Capital Market and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. |
Deferred Underwriting Compensat
Deferred Underwriting Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Underwriting Compensation [Abstract] | |
Deferred Underwriting Compensation | 5. Deferred Underwriting Compensation The Company is committed to pay a deferred underwriting discount totaling $14,000,000 or 3.50% of the gross offering proceeds of the Public Offering, to the underwriter upon the Company’s consummation of a Business Combination. The underwriter is not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriter if there is no Business Combination. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes Effective Tax Rate Reconciliation A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided at December 31, 2019 and 2018 as follows: Year Ended Year Ended December 31, December 31, 2019 2018 Income tax expense at the federal statutory rate $ 1,446,224 $ (4,617 ) State income taxes - net of federal income tax benefits (29,220 ) (1,018 ) Change in valuation allowance 24,603 5,635 Total income tax expense (benefit) $ 1,441,607 $ - Current/Deferred Taxes The provision for income taxes consisted of the following for the years ended December 31, 2019 and 2018: Year Ended Year Ended December 31, December 31, 2019 2018 Current income tax expense Federal $ 1,443,960 $ — State — — Total current income tax expense $ 1,443,960 $ — Deferred income tax expense Federal $ (2,353 ) $ — State — — Total deferred income tax expense $ (2,353 ) $ — Provision for income taxes $ 1,441,607 $ — Deferred Tax Assets and Liabilities Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows: Year Ended Year Ended December 31, December 31, 2019 2018 Deferred tax assets/(liabilities) Tax attribute carryovers $ 32,591 $ 5,635 Valuation allowance (30,238 ) (5,635 ) Net deferred tax assets/(liabilities) $ 2,353 $ 5,635 On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. The Act contains reform to the corporate tax law including reducing the corporate tax rate to 21%, eliminating the 2-year carryback for net operating losses, and creating an indefinite carryforward period for the net operating losses limited to 80% of taxable income. Due to the Act, the deferred tax balances were calculated using a federal effective tax rate of 21%. |
Investments and Cash Held In Tr
Investments and Cash Held In Trust | 12 Months Ended |
Dec. 31, 2019 | |
Investments And Cash Held In Trust [Abstract] | |
Investments and Cash Held In Trust | 7. Investments and cash held in Trust As of December 31, 2019, investment securities in the Company’s Trust Account consist of $406,434,735 in United States Treasury Bills and $224 in cash. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8. Fair Value Measurements The Company complies with FASB ASC 820, Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2019, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Significant Significant Other Other Quoted Prices in Observable Unobservable December 31, Active Markets Inputs Inputs Description 2019 (Level 1) (Level 2) (Level 3) Investments and cash held in Trust Account 406,434,959 406,434,959 — — Total $ 406,434,959 $ 406,434,959 $ — $ — |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 9 . Stockholders’ Equity Common Stock The Company is authorized to issue 220,000,000 shares of common stock, consisting of 200,000,000 shares of Class A common stock, par value $0.0001 per share and 20,000,000 shares of Class F common stock, par value $0.0001 per share. Holders of the Company’s Common Stock are entitled to one vote for each share of Common Stock and vote together as a single class. At December 31, 2019, there were 40,000,000 shares of Class A common stock and 10,000,000 shares of Class F common stock issued and outstanding. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At December 31, 2019, there were no shares of preferred stock issued and outstanding. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10 . Subsequent Events Management has performed an evaluation of subsequent events through the date of issuance of the financial statements, noting no items which require adjustment or disclosure other than those set forth in the preceding notes to the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of December 31, 2019 and 2018 and the results of operations and cash flows for the periods presented. |
Net Income/(Loss) Per Common Share | Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A common stock (the “Common Stock”) and Class F common stock (the “Founder Shares”). Net income/(loss) per common share is computed utilizing the two-class method. The two-class method is an earnings allocation formula that determines earnings per share separately for each class of common stock based on an allocation of undistributed earnings per the rights of each class. As of December 31, 2019, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock: Year Ended December 31, 2019 For the Period from August 28, 2018 (inception) to December 31, 2018 Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ 5,938,019 $ (492,843 ) $ — $ (21,985 ) Denominator: Weighted-average shares outstanding 36,164,000 10,162,656 — 10,781,250 Basic and diluted net income/(loss) per share $ 0.16 $ (0.05 ) $ — $ (0.00 ) |
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 as well as the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, “ Fair Value Measurements and Disclosures |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering |
Redeemable Common Stock | Redeemable Common Stock As discussed in Note 3, all of the 40,000,000 shares of Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, redemption provisions not solely within the control of the Company require common stock subject to redemption 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 ASC 480. Although the Company did not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital. Accordingly, as of December 31, 2019, 38,713,476 of the 40,000,000 public shares are classified outside of permanent equity at their redemption value. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes. The Company accounts for uncertainty in income taxes by recognizing the tax benefit from an uncertain tax position only if it is more than likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company measures the tax benefits recognized in the financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, the Company is required to make many subjective assumptions and judgments regarding income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to the Company's subjective assumptions and judgments, which can materially affect amounts recognized in the balance sheets and statements of operations. The Company recognizes interest and penalties related to uncertain tax positions in other income (expense). No penalties or interest were recorded during the years ended December 31, 2019 or 2018. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits. |
Investments and Cash Held in Trust Account | Investments and Cash Held in Trust Account As of December 31, 2019, the Company had $406,434,959 in the Trust Account which may be utilized for Business Combinations. As of December 31, 2019, the Trust Account consisted of both cash and treasury bills. 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 trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules. |
Recently issued accounting pronouncements not yet adopted | Recently issued accounting pronouncements not yet adopted 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 financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated on a regular basis or if a Business Combination is completed where the impact could be material. |
Going Concern Consideration | Going Concern Consideration If the Company does not complete its Business Combination by February 5, 2021, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 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 less than the initial public offering price per unit (the “Units”) in the Public Offering. In addition if the Company fails to complete its Business Combination by February 5, 2021, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, as of December 31, 2019 and 2018, the Company had current liabilities of $1,355,865 and $486,849, respectively, and working capital of $145,774 and $3,015, respectively, largely due to amounts owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after December 31, 2019 and amounts are continuing to accrue. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income/(loss) Per Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock: Year Ended December 31, 2019 For the Period from August 28, 2018 (inception) to December 31, 2018 Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ 5,938,019 $ (492,843 ) $ — $ (21,985 ) Denominator: Weighted-average shares outstanding 36,164,000 10,162,656 — 10,781,250 Basic and diluted net income/(loss) per share $ 0.16 $ (0.05 ) $ — $ (0.00 ) |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of the Statutory Federal Income Tax Expense | A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided at December 31, 2019 and 2018 as follows: Year Ended Year Ended December 31, December 31, 2019 2018 Income tax expense at the federal statutory rate $ 1,446,224 $ (4,617 ) State income taxes - net of federal income tax benefits (29,220 ) (1,018 ) Change in valuation allowance 24,603 5,635 Total income tax expense (benefit) $ 1,441,607 $ - |
Provision for Income Taxes | The provision for income taxes consisted of the following for the years ended December 31, 2019 and 2018: Year Ended Year Ended December 31, December 31, 2019 2018 Current income tax expense Federal $ 1,443,960 $ — State — — Total current income tax expense $ 1,443,960 $ — Deferred income tax expense Federal $ (2,353 ) $ — State — — Total deferred income tax expense $ (2,353 ) $ — Provision for income taxes $ 1,441,607 $ — |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows: Year Ended Year Ended December 31, December 31, 2019 2018 Deferred tax assets/(liabilities) Tax attribute carryovers $ 32,591 $ 5,635 Valuation allowance (30,238 ) (5,635 ) Net deferred tax assets/(liabilities) $ 2,353 $ 5,635 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2019, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Significant Significant Other Other Quoted Prices in Observable Unobservable December 31, Active Markets Inputs Inputs Description 2019 (Level 1) (Level 2) (Level 3) Investments and cash held in Trust Account 406,434,959 406,434,959 — — Total $ 406,434,959 $ 406,434,959 $ — $ — |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Details) - USD ($) | Feb. 05, 2019 | Dec. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Amount placed in trust account | $ 400,000,000 | |
Proceeds from sale of Units in initial public offering | 400,000,000 | $ 400,000,000 |
Proceeds from sale of Private Placement Warrants to Sponsor | $ 10,000,000 | |
Maximum maturity period | 180 days | |
Regulatory withdrawal of interest from trust account, annual limit | $ 750,000 | |
Regulatory withdrawal of interest from trust account, maximum period | 24 months | |
Redemption percentage if business combination is not completed | 100.00% | |
Number of days to seek shareholder approval for redemption of shares | 2 days | |
Number of days to provide opportunity to shareholders to sell their shares | 2 days | |
Dissolution expenses, maximum allowed | $ 100,000 | |
Minimum | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Percentage of fair market value | 80.00% | |
Maximum | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Number of months to complete business combination | 24 months | |
Threshold net tangible assets | $ 5,000,001 | |
Number of days to redeem the shares if Business combination is not completed | 10 days | |
Private Placement | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 10,000,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | Feb. 05, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Significant Accounting Policies [Line Items] | |||
Dilutive securities, effect on basic earnings per share | $ 0 | ||
Federal depository insurance coverage amount | $ 250,000 | ||
Class A common stock subject to possible redemption (in shares) | 38,713,476 | 0 | |
Penalties and interest related to uncertain tax positions | $ 0 | $ 0 | |
Investments and cash held in Trust Account | $ 406,434,959 | ||
Redemption percentage if business combination is not completed | 100.00% | ||
Dissolution expenses, maximum allowed | $ 100,000 | ||
Redemption rights or liquidating distributions with respect to warrants | 0 | ||
Current liabilities | 1,355,865 | 486,849 | |
Working capital | 145,774 | $ 3,015 | |
Maximum | |||
Significant Accounting Policies [Line Items] | |||
Threshold net tangible assets | $ 5,000,001 | ||
Threshold Period to Complete Business Combination from Closing of Public Offering | 24 months | ||
Number of days to redeem the shares if Business combination is not completed | 10 days | ||
Class A Common Stock | |||
Significant Accounting Policies [Line Items] | |||
Sale of common stock (in shares) | 40,000,000 | ||
IPO | |||
Significant Accounting Policies [Line Items] | |||
Offering costs including underwriter’s fees | $ 22,865,105 | ||
Underwriter's fees | $ 22,000,000 | ||
IPO | Class A Common Stock | |||
Significant Accounting Policies [Line Items] | |||
Sale of common stock (in shares) | 40,000,000 | 40,000,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income/(loss) Per Share (Details) - USD ($) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Numerator: | |||
Allocation of net income/(loss) | $ (21,985) | $ (21,985) | $ 5,445,176 |
Class A Common Stock | |||
Numerator: | |||
Allocation of net income/(loss) | $ 5,938,019 | ||
Denominator: | |||
Weighted-average shares outstanding | 36,164,000 | ||
Basic and diluted net income/(loss) per share | $ 0.16 | ||
Class F Common Stock | |||
Numerator: | |||
Allocation of net income/(loss) | $ (21,985) | $ (492,843) | |
Denominator: | |||
Weighted-average shares outstanding | 10,781,250 | 10,162,656 | |
Basic and diluted net income/(loss) per share | $ 0 | $ (0.05) |
Public Offering - Additional In
Public Offering - Additional Information (Details) - USD ($) | Feb. 05, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Class Of Stock [Line Items] | |||
Proceeds from sale of Units in initial public offering | $ 400,000,000 | $ 400,000,000 | |
Percentage of deferred underwriting discount | 3.50% | ||
IPO | |||
Class Of Stock [Line Items] | |||
Units sold | 40,000,000 | ||
Unit price (in dollars per Unit) | $ 10 | ||
Proceeds from sale of Units in initial public offering | $ 400,000,000 | ||
Upfront underwriting discount (as a percent) | 2.00% | ||
Upfront underwriting discount | $ (8,000,000) | ||
Percentage of deferred underwriting discount | 3.50% | ||
Deferred underwriting discount | $ (14,000,000) | ||
Over-Allotment Option | |||
Class Of Stock [Line Items] | |||
Units sold | 2,500,000 | ||
Warrant | |||
Class Of Stock [Line Items] | |||
Number of shares that contribute each unit | 1.33 | ||
Warrant exercisable term if business combination is completed | 30 days | ||
Warrant exercisable term from closing of public offer | 12 months | ||
Warrant expiration term | 5 years | ||
Number of months to complete business combination | 24 months | ||
Class A Common Stock | |||
Class Of Stock [Line Items] | |||
Sale of common stock (in shares) | 40,000,000 | ||
Unit price (in dollars per Unit) | $ 10 | ||
Number of shares that contribute each unit | 1 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Class A Common Stock | IPO | |||
Class Of Stock [Line Items] | |||
Sale of common stock (in shares) | 40,000,000 | 40,000,000 | |
Class A Common Stock | Warrant | |||
Class Of Stock [Line Items] | |||
Number of shares warrant may be converted | 1 | ||
Warrants exercise price (in dollars per share) | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Mar. 18, 2019shares | Feb. 05, 2019$ / sharesshares | Jan. 25, 2019USD ($) | Oct. 18, 2018USD ($)$ / sharesshares | Dec. 31, 2018 | Dec. 31, 2019USD ($)$ / sharesshares |
Related Party Transaction [Line Items] | ||||||
Sale of common stock, value | $ | $ 400,000,000 | |||||
Number of warrants sold | shares | 6,666,666 | |||||
Warrants sold, price per warrant | $ / shares | $ 1.50 | |||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ | $ 10,000,000 | |||||
IPO | ||||||
Related Party Transaction [Line Items] | ||||||
Unit price (in dollars per Unit) | $ / shares | $ 10 | |||||
Class F Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares forfeited | shares | 781,250 | |||||
Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Sale of common stock (in shares) | shares | 40,000,000 | |||||
Sale of common stock, value | $ | $ 4,000 | |||||
Unit price (in dollars per Unit) | $ / shares | $ 10 | |||||
Class A Common Stock | IPO | ||||||
Related Party Transaction [Line Items] | ||||||
Sale of common stock (in shares) | shares | 40,000,000 | 40,000,000 | ||||
Founder Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Outstanding shares of common stock held by the initial stockholders (as a percent) | 20.00% | |||||
Founder Shares | Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Conversion ratio | 1 | |||||
Founder Shares | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares forfeited | shares | 781,250 | |||||
Founder Shares | Sponsor | Class F Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Sale of common stock (in shares) | shares | 10,781,250 | |||||
Sale of common stock, value | $ | $ 25,000 | |||||
Unit price (in dollars per Unit) | $ / shares | $ 0.002 | |||||
Founder Shares | Director | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares transferred | shares | 75,000 | |||||
Private Placement Warrants | Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares warrant may be converted | shares | 1 | |||||
Warrants exercise price (in dollars per share) | $ / shares | $ 11.50 | |||||
Private Placement Warrants | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Number of warrants sold | shares | 6,666,666 | |||||
Warrants sold, price per warrant | $ / shares | $ 1.50 | |||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ | $ 10,000,000 | |||||
Sponsor Loan | IPO | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses related to public offering | $ | 300,000 | |||||
Proceeds from Promissory Note to related party | $ | $ 150,000 | $ 150,000 | ||||
Unsecured promissory note | $ | $ 150,000 | |||||
Administrative Service Agreement | Affiliate of the Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Monthly charge for administrative services | $ | $ 20,000 |
Deferred Underwriting Compens_2
Deferred Underwriting Compensation - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Deferred Underwriting Compensation [Abstract] | |
Deferred underwriting compensation | $ 14,000,000 |
Percentage of deferred underwriting discount | 3.50% |
Deferred underwriting discount if business combination not completed | $ 0 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of the Statutory Federal Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense at the federal statutory rate | $ 1,446,224 | $ (4,617) |
State income taxes - net of federal income tax benefits | (29,220) | (1,018) |
Change in valuation allowance | 24,603 | $ 5,635 |
Total income tax expense (benefit) | $ 1,441,607 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Current income tax expense | |
Federal | $ 1,443,960 |
Total current income tax expense | 1,443,960 |
Deferred income tax expense | |
Federal | (2,353) |
Total deferred income tax expense | (2,353) |
Total income tax expense (benefit) | $ 1,441,607 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets/(liabilities) | ||
Tax attribute carryovers | $ 32,591 | $ 5,635 |
Valuation allowance | (30,238) | (5,635) |
Net deferred tax assets/(liabilities) | $ 2,353 | $ 5,635 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | Dec. 22, 2017 |
Income Tax Disclosure [Abstract] | |
Corporate tax rate | 21.00% |
Maximum percentage of taxable income in which NOLs limited to deduct | 80.00% |
Investments and Cash Held In _2
Investments and Cash Held In Trust - Additional information (Details) | Dec. 31, 2019USD ($) |
Investments And Cash Held In Trust [Line Items] | |
Investments and cash held in Trust Account | $ 406,434,959 |
United States Treasury Bills | |
Investments And Cash Held In Trust [Line Items] | |
Investments and cash held in Trust Account | 406,434,735 |
Cash | |
Investments And Cash Held In Trust [Line Items] | |
Investments and cash held in Trust Account | $ 224 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring | Dec. 31, 2019USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Investments and cash held in Trust Account | $ 406,434,959 |
Total | 406,434,959 |
Quoted Prices in Active Markets (Level 1) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Investments and cash held in Trust Account | 406,434,959 |
Total | $ 406,434,959 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | Dec. 31, 2019Vote$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 220,000,000 | |
Number of votes for each share | Vote | 1 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 40,000,000 | |
Common stock, shares outstanding | 40,000,000 | |
Common stock, shares issued | 1,286,524 | 0 |
Common stock, shares outstanding | 1,286,524 | 0 |
Class F Common Stock | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 10,000,000 | 10,000,000 |
Common stock, shares outstanding | 10,000,000 | 10,000,000 |