Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 12, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Oaktree Acquisition Corp. | |
Entity Central Index Key | 0001773751 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, State or Province | CA | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | OACU | |
Security Exchange Name | NYSE | |
Title of 12(b) Security | Class A ordinary share, par value $0.0001 per share | |
Entity Common Stock, Shares Outstanding | 20,125,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,031,250 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | OACU | |
Security Exchange Name | NYSE | |
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | OACU | |
Security Exchange Name | NYSE | |
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 1,257,601 | $ 1,510,341 |
Prepaid expenses | 75,150 | 147,500 |
Total current assets | 1,332,751 | 1,657,841 |
Investments held in Trust Account | 204,481,237 | 203,107,342 |
Total Assets | 205,813,988 | 204,765,183 |
Current liabilities: | ||
Accounts payable | 24,713 | 18,475 |
Accrued expenses | 2,579,005 | 478,577 |
Accrued expenses—related party | 30,000 | 54,839 |
Due to related parties | 404,007 | 427,503 |
Total current liabilities | 3,037,725 | 979,394 |
Deferred underwriting commissions | 7,043,750 | 7,043,750 |
Deferred legal fees | 150,000 | 150,000 |
Total Liabilities | 10,231,475 | 8,173,144 |
Commitments and Contingencies | ||
Temporary Equity | 190,582,510 | 191,592,030 |
Shareholders' Equity: | ||
Preferred shares value | ||
Additional paid-in capital | 4,861,657 | 3,852,147 |
Retained earnings | 137,736 | 1,147,262 |
Total Shareholders' Equity | 5,000,003 | 5,000,009 |
Total Liabilities and Shareholders' Equity | 205,813,988 | 204,765,183 |
Common Class A [Member] | ||
Shareholders' Equity: | ||
Ordinary shares value | 107 | 97 |
Total Shareholders' Equity | 107 | 97 |
Common Class B [Member] | ||
Shareholders' Equity: | ||
Ordinary shares value | 503 | 503 |
Total Shareholders' Equity | $ 503 | $ 503 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 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 redemption price | $ 10 | $ 10 |
Temporary shares outstanding | 19,058,251 | 19,159,203 |
Temporary stock par value | $ 0.0001 | $ 0.0001 |
Temporary shares outstanding | 500,000,000 | 500,000,000 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 1,066,749 | 965,797 |
Common stock, shares outstanding | 1,066,749 | 965,797 |
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 | 5,031,250 | 5,031,250 |
Common stock, shares outstanding | 5,031,250 | 5,031,250 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | |
General and administrative expenses | $ 2,338,004 | $ 449,938 | $ 466,544 | $ 2,708,421 |
Loss from operations | (2,338,004) | (449,938) | (466,544) | (2,708,421) |
Gain on investments (net), dividends and interest, held in Trust Account | 81,232 | 885,983 | 885,983 | 1,698,895 |
Net (loss) income | $ (2,256,772) | 436,045 | 419,439 | $ (1,009,526) |
Common Class A [Member] | ||||
Gain on investments (net), dividends and interest, held in Trust Account | $ 886,000 | $ 886,000 | ||
Weighted average shares outstanding, basic and diluted | 20,125,000 | 20,125,000 | 20,125,000 | 20,125,000 |
Basic and diluted net loss per share | $ 0 | $ 0.04 | $ 0.04 | $ 0.08 |
Common Class B [Member] | ||||
Gain on investments (net), dividends and interest, held in Trust Account | $ 886,000 | $ 886,000 | ||
Weighted average shares outstanding, basic and diluted | 5,031,250 | 5,031,250 | 5,031,250 | 5,031,250 |
Basic and diluted net loss per share | $ (0.46) | $ (0.09) | $ (0.09) | $ (0.54) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Total | Class A Ordinary Shares [Member] | Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Apr. 08, 2019 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning Balance (shares) at Apr. 08, 2019 | 0 | 0 | |||
Issuance of Class B ordinary shares to Sponsor | 25,000 | $ 503 | 24,497 | ||
Issuance of Class B ordinary shares to Sponsor (shares) | 5,031,250 | ||||
Net income (loss) | (16,606) | (16,606) | |||
Ending Balance at Jun. 30, 2019 | 8,394 | $ 0 | $ 503 | 24,497 | (16,606) |
Ending Balance (shares) at Jun. 30, 2019 | 0 | 5,031,250 | |||
Beginning Balance at Apr. 08, 2019 | 0 | $ 0 | $ 0 | 0 | 0 |
Beginning Balance (shares) at Apr. 08, 2019 | 0 | 0 | |||
Net income (loss) | 419,439 | ||||
Ending Balance at Sep. 30, 2019 | 5,000,006 | $ 104 | $ 503 | 4,579,960 | 419,439 |
Ending Balance (shares) at Sep. 30, 2019 | 1,038,579 | 5,031,250 | |||
Beginning Balance at Jun. 30, 2019 | 8,394 | $ 0 | $ 503 | 24,497 | (16,606) |
Beginning Balance (shares) at Jun. 30, 2019 | 0 | 5,031,250 | |||
Sale of units in initial public offering, gross | 201,250,000 | $ 2,013 | 201,247,987 | ||
Sale of units in initial public offering, gross (shares) | 20,125,000 | ||||
Offering costs | (11,855,223) | (11,855,223) | |||
Sale of private placement warrants to Sponsor in private placement | 6,025,000 | 6,025,000 | |||
Shares subject to possible redemption | (190,864,210) | $ (1,909) | (190,862,301) | ||
Shares subject to possible redemption (shares) | (19,086,421) | ||||
Net income (loss) | 436,045 | 436,045 | |||
Ending Balance at Sep. 30, 2019 | 5,000,006 | $ 104 | $ 503 | 4,579,960 | 419,439 |
Ending Balance (shares) at Sep. 30, 2019 | 1,038,579 | 5,031,250 | |||
Beginning Balance at Dec. 31, 2019 | 5,000,009 | $ 97 | $ 503 | 3,852,147 | 1,147,262 |
Beginning Balance (shares) at Dec. 31, 2019 | 965,797 | 5,031,250 | |||
Shares subject to possible redemption | (1,334,030) | $ (14) | (1,334,016) | ||
Shares subject to possible redemption (shares) | (133,403) | ||||
Net income (loss) | 1,334,022 | 1,334,022 | |||
Ending Balance at Mar. 31, 2020 | 5,000,001 | $ 83 | $ 503 | 2,518,131 | 2,481,284 |
Ending Balance (shares) at Mar. 31, 2020 | 832,394 | 5,031,250 | |||
Beginning Balance at Dec. 31, 2019 | 5,000,009 | $ 97 | $ 503 | 3,852,147 | 1,147,262 |
Beginning Balance (shares) at Dec. 31, 2019 | 965,797 | 5,031,250 | |||
Net income (loss) | (1,009,526) | ||||
Ending Balance at Sep. 30, 2020 | 5,000,003 | $ 107 | $ 503 | 4,861,657 | 137,736 |
Ending Balance (shares) at Sep. 30, 2020 | 1,066,749 | 5,031,250 | |||
Beginning Balance at Mar. 31, 2020 | 5,000,001 | $ 83 | $ 503 | 2,518,131 | 2,481,284 |
Beginning Balance (shares) at Mar. 31, 2020 | 832,394 | 5,031,250 | |||
Shares subject to possible redemption | 86,780 | $ 1 | 86,779 | ||
Shares subject to possible redemption (shares) | 8,678 | ||||
Net income (loss) | (86,776) | (86,776) | |||
Ending Balance at Jun. 30, 2020 | 5,000,005 | $ 84 | $ 503 | 2,604,910 | 2,394,508 |
Ending Balance (shares) at Jun. 30, 2020 | 841,072 | 5,031,250 | |||
Shares subject to possible redemption | 2,256,770 | $ 23 | 2,256,747 | ||
Shares subject to possible redemption (shares) | 225,677 | ||||
Net income (loss) | (2,256,772) | (2,256,772) | |||
Ending Balance at Sep. 30, 2020 | $ 5,000,003 | $ 107 | $ 503 | $ 4,861,657 | $ 137,736 |
Ending Balance (shares) at Sep. 30, 2020 | 1,066,749 | 5,031,250 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ 419,439 | $ (1,009,526) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Unrealized gain on investments (net), dividends and interest, held in Trust Account | (885,983) | (1,698,895) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (177,350) | 72,350 |
Accounts payable | 50,655 | (30,126) |
Accrued expenses | 361,200 | 2,560,530 |
Accrued expenses—related party | 24,839 | (448,577) |
Due to related parties | (23,496) | |
Net cash used in operating activities | (207,200) | (577,740) |
Cash Flows from Investing Activities: | ||
Proceeds received from sales, redemptions of marketable securities held in Trust Account | 325,000 | |
Principal deposited in Trust Account | (201,250,000) | |
Net cash provided by (used in) investing activities | (201,250,000) | 325,000 |
Cash Flows from Financing Activities: | ||
Proceeds received from initial public offering, gross | 201,250,000 | |
Proceeds received from private placement | 6,025,000 | |
Payment of offering costs | (4,036,300) | |
Net cash provided by financing activities | 203,238,700 | |
Net change in cash and cash equivalents | 1,781,500 | (252,740) |
Cash and cash equivalents—beginning of the period | 1,510,341 | |
Cash and cash equivalents—end of the period | 1,781,500 | 1,257,601 |
Supplemental disclosure of noncash investing and financing activities: | ||
Change in value of Class A ordinary shares subject to possible redemption | 190,864,210 | $ (1,009,520) |
Offering costs included in accrued expenses | 113,496 | |
Offering costs included in accounts payable | 424,957 | |
Offering costs included in note payable—related party | 61,720 | |
Deferred underwriting commissions in connection with the initial public offering | 7,043,750 | |
Deferred legal fees in connection with the initial public offering | 150,000 | |
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ 25,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Description of Organization Business Operations and Basis of Presentation [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation Oaktree Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on April 9, 2019. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating its Business Combination, the Company intends to capitalize on the ability of its management team to identify, acquire and manage a business in the industrial and consumer sectors. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2020, the Company had not commenced any operations. All activity for the period from April 9, 2019 (inception) through September 30, 2020 relates to the Company’s formation, the preparation for its initial public offering (the “Initial Public Offering”), as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income The Company’s sponsor is Oaktree Acquisition Holdings, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on July 17, 2019. On July 22, 2019, the Company consummated its Initial Public Offering of 20,125,000 units (the “Units”), including 2,625,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, which is discussed in Note 3, generating gross proceeds of $201.25 million, and incurring offering costs of approximately $11.9 million, inclusive of approximately $7.04 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 4,016,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $6.03 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $201.25 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001 (the “Class A ordinary shares”), sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or July 22, 2021, (the “Combination Period”) or (b) with respect to any other provision relating to shareholders’ rights or pre-initial Business If the Company is unable to complete a 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 not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party, including any vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all third parties, including vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On September 30, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Rx Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Hims, Inc., a Delaware corporation (“Hims”). The Merger Agreement provides for, among other things, the following transactions on the closing date: (i) the Company will become a Delaware corporation (the “Domestication”) and, in connection with the Domestication, (A) the Company’s name will be changed to “Hims & Hers Health, Inc.”, (B) each outstanding Class A ordinary share of the Company and each outstanding Class B ordinary share of the Company will become one share of Class A common stock of the Company (the “New Hims Class A Common Stock”), and (C) each outstanding warrant of the Company will become one warrant to purchase one share of New Hims Class A Common Stock; and (ii) following the Domestication, Merger Sub will merge with and into Hims, with Hims as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of the Company (the “Merger”). The Domestication, the Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Proposed Business Combination”. See the Form 8-K In connection with the Proposed Business Combination, the Company will adopt a dual class stock structure pursuant to which all stockholders of the Company will hold only shares of New Hims Class A Common Stock, except for Andrew Dudum, the Chief Executive Officer and Founder of Hims, who will hold, directly or indirectly, shares of New Hims Class A Common Stock and shares of Class V common stock of the Company (the “New Hims Class V Common Stock”). Immediately following the closing of the Proposed Business Combination, and by virtue of Mr. Dudum’s holdings of New Hims Class A Common Stock and New Hims Class V Common Stock, Mr. Dudum is expected to hold approximately 90% of the voting power of the capital stock of the Company on a fully-diluted basis. The New Hims Class V Common Stock will also be subject to a “sunset” and conversion to New Hims Class A Common Stock if Mr. Dudum (i) no longer serves in a senior executive or board role, or (ii) transfers any shares of New Hims Class V Common Stock (except for permitted transfers). The Proposed Business Combination is expected to close in the fourth quarter of 2020, following the receipt of the required approval by the Company’s shareholders and the fulfillment of other customary closing conditions. In accordance with the terms and subject to the conditions of the Merger Agreement, based on an implied equity value of $1.6 billion, minus up to $75 million of cash consideration at closing to Hims stockholders at Hims’s election, plus the aggregate strike price of all Hims options and warrants, (i) each share of Hims common stock, restricted stock and preferred stock (other than dissenting shares and shares held by Hims as treasury stock (which shares will be cancelled for no consideration as part of the Merger) will be cancelled and converted into the right to receive the applicable portion of the merger consideration comprised of New Hims Class A Common Stock, earn out shares (as described below) and warrants to acquire shares of New Hims Class A Common Stock, each as determined in the Merger Agreement, (ii) all equity awards of Hims will be assumed by the Company and converted into comparable equity awards that are settled or exercisable for shares of New Hims Class A Common Stock, earn out restricted stock unit awards and warrant restricted stock unit awards with a value as if such Hims equity awards were exercised prior to the closing of the Proposed Business Combination and (iii) each warrant of Hims that is unexercised will be assumed by the Company and represent the right to receive the applicable portion of the merger consideration upon exercise of such warrant as if such warrant was exercised prior to the closing of the Proposed Business Combination. Each Hims equityholder will receive its applicable portion of the 16 million earn out shares (or equivalent equity award) that will vest in equal thirds if the trading price of New Hims Class A Common Stock is greater than or equal to $15, $17.50 and $20 for any 10 trading days within any 20-trading day The Merger Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type. The Company has also agreed to take all action within its power as may be necessary or appropriate such that, effective immediately after the closing of the Proposed Business Combination, the Company’s board of directors shall consist of up to eight directors, which shall include the board of directors of Hims prior to the signing of the Merger Agreement plus up to four individuals to be identified at the sole discretion of Hims. In addition, the Company has agreed to adopt an equity incentive plan in an amount not to exceed 10% of the Company’s equity interests on a fully-diluted basis with an annual evergreen provision in an amount not to exceed 5% on a fully-diluted basis and employee stock purchase plan in an amount not to exceed 2% of the Company’s equity interests on a fully-diluted basis with an annual evergreen provision in an amount not to exceed 1% on a fully-diluted basis. The obligations of the Company and Hims to consummate the Proposed Business Combination are subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the approval of the Company’s shareholders and (iii) the Company having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of In addition, prior to the closing of the Business Combination, 25.0% of the Class B ordinary shares of the Company and the Private Private Placement Warrants will be surrendered and forfeited by the Sponsor in accordance with the Sponsor Agreement (as defined below) and reissued to existing Hims equityholders as New Hims Class A Common Stock (or equivalent equity awards in respect thereof) and warrants to acquire shares of New Hims Class A Common Stock (or equivalent equity awards in respect thereof) as part of the merger consideration described above and the Domestication will be consummated. The Merger Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Proposed Proposed Business Combination, including, but not limited to, (i) by mutual written consent of the Company and Hims, (ii) by the Company if (A) if there has occurred a Hims Material Adverse Effect (as defined in the Merger Agreement) such that certain conditions to the obligations of the Company and Merger Sub (together, the “Parties”) could not or would not reasonably be expected to be satisfied on or prior to March 30, 2021 or (B) the representations and warranties of Hims are not true and correct or if Hims fails to perform any covenant or agreement set forth in the Merger Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) by Hims if (A) if there has occurred a Company Material Adverse Effect (as defined in the Merger Agreement) such that certain conditions to the obligations of Hims could not or would not reasonably be expected to be satisfied on or prior to March 30, 2021 or (B) the representations and warranties of any Party are not true and correct or if any Party fails to perform any covenant or agreement set forth in the Merger Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) subject to certain limited exceptions, by either the Company or Hims if the Proposed Business Combination is not consummated by March 30, 2021, (v) by Hims, if there has been a Change in Recommendation (as defined in the Merger Agreement), (vi) by either the Company or Hims if certain required approvals are not obtained by the Company shareholders after the conclusion of a meeting of the Company’s shareholders held for such purpose at which such shareholders voted on such approvals, and (vi) by the Company, at any time prior to the delivery of the Hims stockholder Written Consent (as defined in the Merger Agreement), if not delivered to the Company when required under the Merger Agreement. Sponsor Agreement Concurrently with the execution of the Merger Agreement, the Company, the Sponsor and Hims entered into a sponsor agreement (the “Sponsor Agreement”), pursuant to which the Sponsor has agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby (including the Merger), (ii) surrender and forfeit 25.0% of the Class B ordinary shares of the Company and the Private Placement Warrants for no consideration and as a contribution to the capital of the Company to be effectuated in connection with the consummation of the Proposed Business Combination, (iii) waive any adjustment to the conversion ratio set forth in the Company’s amended and restated memorandum and articles of association with respect to the Class B ordinary shares of the Company held by the Sponsor, (iv) be bound by certain other covenants and agreements related to the Proposed Business Combination and (v) be bound by certain transfer restrictions with respect to its shares in the Company prior to the closing of the Proposed Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Agreement. In connection with the signing of the Merger Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to such investors, on the closing date, an aggregate of 7,500,000 shares of New Hims Class A Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $75,000,000. Hims Stockholder Support Agreements Concurrently with the execution of the Merger Agreement, certain stockholders of Hims (collectively, the “ Hims Stockholders Hims Stockholder Support Agreements Registration Rights Agreement At the closing of the Business Combination, the Company and the Sponsor will enter into a registration rights agreement (the “ Parent Registration Rights Agreement Amended and Restated Investors’ Rights Agreement Concurrently with the execution of the Merger Agreement, the Company and certain Hims Stockholders entered into an amended and restated investors’ rights agreement (the “ A&R Company Investors’ Rights Agreement the lock-up period Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the annual report on Form 10-K 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 but any such 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. Going Concern Consideration The accompanying unaudited condensed consolidated financial statements have been prepared assuming that 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 September 30, 2020, the Company had approximately $1.3 million in its operating bank account, negative working capital of approximately $1.7 million, and approximately $3.2 million of interest income available in the Trust Account for Regulatory Withdrawal (subject to an annual limit of $325,000) and for the Company’s tax obligations, if any. The Company’s liquidity needs to date have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares to the Sponsor, the advancement of funds by the Sponsor of approximately $62,000 to the Company to cover for offering costs in connection with the Initial Public Offering, and the proceeds from the consummation of the Private Placement not held in the Trust Account. On November 18, 2019, the Company repaid the advance in full to the Sponsor. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of September 30, 2020, there were no amounts outstanding under any Working Capital Loan. Management continues to evaluate the impact of the COVID-19 In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Updated (“ASU”) 2014-15, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies 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 Depository Insurance Coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of September 30, 2020 is comprised mainly of investments in U.S. Treasury securities with an original maturity of 185 days or less. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had approximately $11,000 and $17,000 in cash equivalents held in the Trust Account as of September 30, 2020 and December 31, 2019, respectively. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments (net), dividends and interest, held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments 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 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. As of September 30, 2020, the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised mainly of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. 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 and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming events. Accordingly, the actual results could differ from those estimates. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering, and were charged to shareholders’ equity upon the completion of the Initial Public Offering on July 22, 2019. Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2020 and December 31, 2019, 19,058,251 and 19,159,203 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets, respectively. Net Income Per Ordinary Share Net income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 10,725,000 of the Company’s Class A ordinary shares in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two-class method of Net income per ordinary share, basic and diluted for Class A ordinary shares are calculated by dividing the interest income earned on investments and marketable securities held in the Trust Account, net of applicable taxes available to be withdrawn from the Trust Account, resulting in a total of approximately $886,000 for each of the three months ended September 30, 2019 and for the period from April 9, 2019 (inception) through September 30, 2019, respectively, by the weighted average number of Class A ordinary shares outstanding for the periods. Net loss per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net income, less income attributable to Class A ordinary shares by the weighted average number of Class B ordinary shares outstanding for the periods. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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 Topic 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 September 30, 2020 and December 31, 2019. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. 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 as of September 30, 2020 and 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2020 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On July 22, 2019, the Company sold 20,125,000 Units, including 2,625,000 Over-Allotment Units, at a price of $10.00 per Unit, generating gross proceeds of $201.25 million, and incurring offering costs of approximately $11.9 million, inclusive of approximately $7.04 million in deferred underwriting commissions (see Note 5). Each Unit consists of one Class A ordinary share and one-third |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares In April 2019, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 4,312,500 Class B ordinary shares, par value $0.0001, (the “Founder Shares”). On June 26, 2019, the Company effected a pro rata share capitalization resulting in an increase in the total number of Class B ordinary shares outstanding from 4,312,500 to 5,031,250. The Sponsor had agreed to forfeit up to 656,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture would have been adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares would have represented 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on July 22, 2019; thus, the Founder Shares are no longer subject to forfeiture. The Initial Shareholders have 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 Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading See Note 1 for a description of the Sponsor Agreement executed in connection with the Proposed Business Combination, pursuant to which the Sponsor has agreed to, among other things, surrender and forfeit 25.0% of the Class B ordinary shares of the Company for no consideration and as a contribution to the capital of the Company to be effectuated in connection with, and contingent upon, the consummation of the Proposed Business Combination. Private Placement Warrants Concurrently with the closing of the Initial Public Offering, on July 22, 2019 the Company sold 4,016,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately $6.03 million. Each whole Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share. Certain of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering and are held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. See Note 1 to the financial statements included in Item 1 of this Quarterly Report on Form 10-Q Related Party Loans Prior to the closing of the Initial Public Offering, the Sponsor agreed, pursuant to an expense reimbursement agreement (the “Expense Reimbursement Agreement”), to advance the Company up to $300,000 to pay for a portion of the expenses incurred in connection with the Initial Public Offering. The Sponsor advanced approximately $62,000 to the Company under the Expense Reimbursement Agreement. The Company repaid this advance in full on November 18, 2019. Subsequent to the consummation of the Initial Public Offering, the Sponsor has paid for certain expenses on behalf of the Company. As of September 30, 2020 and December 31, 2019, the Company has an outstanding amount due to related parties of $404,000 and $428,000, respectively. During the three and nine months ended September 30, 2020, the Company paid approximately $115,000 of the outstanding amount due to related parties. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not consummated within the Combination Period, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under any Working Capital Loan. Administrative Support Agreement Commencing on the effective date of the Initial Public Offering, the Company agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of an initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $30,000 and $24,839 for the three months ended September 30, 2020 and 2019, respectively, and $90,000 and $24,839 for the nine months ended September 30, 2020 and for the period from April 9, 2019 (inception) through September 30, 2019, respectively, in expenses in connection with such services as reflected in the accompanying statement of operations. As of September 30, 2020 and December 31, 2019, the Company had $30,000 and $54,389, respectively, in accrued expenses for related party in connection with such services as reflected in the accompanying balance sheet. During the three and nine months ended September 30, 2020, the Company paid approximately $115,000 of the outstanding accrued administrative support fees. |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 5—Commitments & Contingencies Registration and Shareholder 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 pursuant to a registration and shareholder rights agreement entered into in connection with the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up In connection with the Proposed Business Combination, the Company will enter into an investor rights agreement with Hims and the Sponsor, relating to, among other things, the composition of the board of directors of the Company following the Proposed Business Combination, certain customary registration rights and lockup restrictions. Underwriting Agreement The Company granted the underwriters a 45-day option The underwriters were entitled to underwriting discounts of $0.20 per unit, or $4.025 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $7.04 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. 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 a Business Combination, subject to the terms of the underwriting agreement. Deferred Legal Fees The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the Company’s legal counsel agreed to defer an aggregate of $150,000 of their fees in connection with the Initial Public Offering until the closing of the Initial Business Combination. The deferred fee will become payable to the legal counsel from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination. As of September 30, 2020 and December 31, 2019, the Company recorded an aggregate of $150,000 in connection with such arrangement as deferred legal fees in the accompanying balance sheets. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 6—Shareholders’ Equity Class A Ordinary Shares Class B Ordinary Shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted Preference Shares Warrants The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable under Commencing 90 days after the Public Warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the “fair market value” of the Class A ordinary shares (the “fair market value” of the Class A ordinary shares shall mean the average last reported sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants); • if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; • if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of Class A ordinary shares) as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants (or such other security as the warrants may be exercisable for at the time of redemption) and a current prospectus relating thereto available throughout the 30-day period In addition, the Company may redeem the Public Warrants for cash (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 Class A ordinary 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. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 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 at fair value on a recurring basis as of September 30, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2020 Description Quoted Prices in Significant Other Significant Other Assets held in Trust Account: U.S. Treasury Securities $ 204,470,686 $ — $ — Cash equivalents—money market funds 10,551 — — $ 204,481,237 $ — $ — December 31, 2019 Description Quoted Prices in Significant Other Significant Other Assets held in Trust Account: U.S. Treasury Securities $ 203,090,272 $ — $ — Cash equivalents—money market funds 17,070 — — $ 203,107,342 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three and nine months ended September 30, 2020. Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8. Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through November 12 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
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 Depository Insurance Coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of September 30, 2020 is comprised mainly of investments in U.S. Treasury securities with an original maturity of 185 days or less. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had approximately $11,000 and $17,000 in cash equivalents held in the Trust Account as of September 30, 2020 and December 31, 2019, respectively. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments (net), dividends and interest, held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 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. As of September 30, 2020, the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised mainly of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. |
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 and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming events. Accordingly, the actual results could differ from those estimates. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering, and were charged to shareholders’ equity upon the completion of the Initial Public Offering on July 22, 2019. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2020 and December 31, 2019, 19,058,251 and 19,159,203 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets, respectively. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share Net income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 10,725,000 of the Company’s Class A ordinary shares in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two-class method of Net income per ordinary share, basic and diluted for Class A ordinary shares are calculated by dividing the interest income earned on investments and marketable securities held in the Trust Account, net of applicable taxes available to be withdrawn from the Trust Account, resulting in a total of approximately $886,000 for each of the three months ended September 30, 2019 and for the period from April 9, 2019 (inception) through September 30, 2019, respectively, by the weighted average number of Class A ordinary shares outstanding for the periods. Net loss per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net income, less income attributable to Class A ordinary shares by the weighted average number of Class B ordinary shares outstanding for the periods. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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 Topic 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 September 30, 2020 and December 31, 2019. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. 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 as of September 30, 2020 and 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value assets measured 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 September 30, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2020 Description Quoted Prices in Significant Other Significant Other Assets held in Trust Account: U.S. Treasury Securities $ 204,470,686 $ — $ — Cash equivalents—money market funds 10,551 — — $ 204,481,237 $ — $ — December 31, 2019 Description Quoted Prices in Significant Other Significant Other Assets held in Trust Account: U.S. Treasury Securities $ 203,090,272 $ — $ — Cash equivalents—money market funds 17,070 — — $ 203,107,342 $ — $ — |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) | Sep. 30, 2020USD ($)$ / sharesshares | Jul. 22, 2019USD ($)$ / sharesshares | Jul. 22, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)DirectorsIndividuals$ / sharesshares | Jun. 30, 2019shares | Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019$ / shares | Apr. 19, 2019$ / shares |
Initial public offer, Offering Cost | $ 11,900,000 | $ 11,900,000 | ||||||
Securities Maturity Period | 185 days | |||||||
Business Combination Conditions | The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. | |||||||
Temporary Equity Redemption Price Per Share | $ / shares | $ 10 | $ 10 | ||||||
Business Combination Covenant terms | In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. | |||||||
Percentage of Temporary Equity Redemption | 15.00% | |||||||
Description Of Results For Non Compliance With Business Combination | The Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or July 22, 2021 | |||||||
Working Capital | $ (1,700,000) | $ (1,700,000) | ||||||
Interest income | 3,200,000 | |||||||
Receipts From Capital contributions by Sponsors | $ 25,000 | |||||||
Due To Related Parties Current | $ 62,000 | $ 62,000 | ||||||
Cash | 1,300,000 | 1,300,000 | ||||||
Working Capital Loan | $ 0 | 0 | ||||||
Maximum Regulatory Withdrawal | 325,000 | |||||||
Regulatory withdrawal, annual limit | $ 325,000 | |||||||
Subscription Agreement With Pipe Investors [Member] | ||||||||
Common stock shares subscribed but no yet issued | shares | 7,500,000 | 7,500,000 | ||||||
Sale of stock issue price per share | $ / shares | $ 10 | $ 10 | ||||||
Common stock value subscribed but no yet issued | $ 75,000,000 | $ 75,000,000 | ||||||
Hims Inc [Member] | Forecast [Member] | ||||||||
Business combination cash consideration | $ 75,000,000 | |||||||
Minimum net worth | $ 5,000,001 | |||||||
Hims Inc [Member] | Forecast [Member] | Equity Incentive Plan [Member] | ||||||||
Business combination employee stock purchase plan as percentage of total equity interests | 10.00% | |||||||
Hims Inc [Member] | Forecast [Member] | Equity Incentive Plan [Member] | Annual Evergreen Provision [Member] | ||||||||
Business combination employee stock purchase plan as percentage of total equity interests | 5.00% | |||||||
Hims Inc [Member] | Forecast [Member] | Employee Stock Purchase Plan [Member] | ||||||||
Business combination employee stock purchase plan as percentage of total equity interests | 2.00% | |||||||
Hims Inc [Member] | Forecast [Member] | Employee Stock Purchase Plan [Member] | Annual Evergreen Provision [Member] | ||||||||
Business combination employee stock purchase plan as percentage of total equity interests | 1.00% | |||||||
Hims Inc [Member] | Forecast [Member] | Before Business Combination [Member] | ||||||||
Number of directors on board needed | Directors | 8 | |||||||
Hims Inc [Member] | Forecast [Member] | Additional number Of Directos Post Business Combination [Member] | ||||||||
Number of individuals on board needed | Individuals | 4 | |||||||
Proposed Business Acquisition [Member] | New Hims Class A And Class V Common Stock [Member] | Chief Executive Officer Cum Founder [Member] | ||||||||
Common stock shares percentage holding | 90.00% | 90.00% | ||||||
Common Class A [Member] | ||||||||
Common Stock Share, Par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Temporary Equity Redemption Price Per Share | $ / shares | $ 10 | $ 10 | 10 | |||||
Common Class A [Member] | Hims Inc [Member] | New Hims Class A Common Stock [Member] | Forecast [Member] | ||||||||
Business combination total purchase consideration | $ 1,600,000,000 | |||||||
Common Class A [Member] | Hims Inc [Member] | New Hims Class A Common Stock [Member] | Forecast [Member] | Earnout Shares [Member] | ||||||||
Business combination contingent consideration shares issued or issuable | shares | 16,000,000 | |||||||
Number Of Consecutive Share Trading Days | 10 days | |||||||
Number of trading days | 20 days | |||||||
Common Class A [Member] | Hims Inc [Member] | New Hims Class A Common Stock [Member] | Forecast [Member] | Earnout Shares [Member] | Contingent Earnout Vesting Percentage One [Member] | ||||||||
Share trading price | $ / shares | $ 15 | |||||||
Common Class A [Member] | Hims Inc [Member] | New Hims Class A Common Stock [Member] | Forecast [Member] | Earnout Shares [Member] | Contingent Earnout Vesting Percentage Two [Member] | ||||||||
Share trading price | $ / shares | 17.50 | |||||||
Common Class A [Member] | Hims Inc [Member] | New Hims Class A Common Stock [Member] | Forecast [Member] | Earnout Shares [Member] | Contingent Earnout Vesting Percentage Three [Member] | ||||||||
Share trading price | $ / shares | $ 20 | |||||||
Common Class A [Member] | Proposed Business Acquisition [Member] | Hims Inc [Member] | ||||||||
Class of warrants or rights number of shares for each of warrant | shares | 1 | 1 | ||||||
Common Class A [Member] | Proposed Business Acquisition [Member] | Hims Inc [Member] | New Hims Class A Common Stock [Member] | ||||||||
Common stock per share in the resulting company | 1 | |||||||
Common Class B [Member] | ||||||||
Common Stock Share, Par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Initial public offer, shares Issued | shares | 5,031,250 | |||||||
Common Class B [Member] | Hims Inc [Member] | New Hims Class A Common Stock [Member] | Sponsor [Member] | ||||||||
Percentage of shares subject to forfeiture | 25.00% | 25.00% | ||||||
Common Class B [Member] | Hims Inc [Member] | New Hims Class A Common Stock [Member] | Forecast [Member] | Sponsor [Member] | ||||||||
Percentage of shares subject to forfeiture | 25.00% | |||||||
Maximum [Member] | ||||||||
Dissolution Expense | $ 100,000 | |||||||
Private Placement [Member] | ||||||||
Warrants Issued | shares | 4,016,667 | |||||||
Warrants Price | $ / shares | $ 1.50 | |||||||
Proceeds From Issuance Of Private Placement Warrants | $ 6,030,000 | |||||||
IPO [Member] | ||||||||
Proceeds From Issuance Initial Public Offering | $ 201,250,000 | |||||||
Initial public offer,Share Price | $ / shares | $ 10 | $ 10 | ||||||
Proceeds From Issuance Of Private Placement Warrants | $ 201,250,000 | |||||||
Initial public offer, shares Issued | shares | 20,125,000 | |||||||
Over-Allotment Option [Member] | ||||||||
Deferred Underwriting Commission | $ 7,040,000 | |||||||
Initial public offer, shares Issued | shares | 2,625,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Federal Deposit Insurance Coverage Amount | $ 250,000 | $ 250,000 | $ 250,000 | |||||
Net (loss) income | 2,256,772 | $ 86,776 | $ (1,334,022) | $ (436,045) | $ 16,606 | $ (419,439) | $ 1,009,526 | |
Restricted investments term | 185 days | |||||||
Gain loss on investments net dividend and interest held in trust account | 81,232 | 885,983 | 885,983 | $ 1,698,895 | ||||
Common Class A [Member] | ||||||||
Interest earned on marketable securities held in Trust Account | $ 81,000 | $ 1,700,000 | ||||||
Temporary shares outstanding | 19,058,251 | 19,058,251 | 19,159,203 | |||||
Gain loss on investments net dividend and interest held in trust account | 886,000 | 886,000 | ||||||
Common Class B [Member] | ||||||||
Net Income attributable to ordinary holders | $ 2,300,000 | $ 2,700,000 | ||||||
Gain loss on investments net dividend and interest held in trust account | $ 886,000 | $ 886,000 | ||||||
Cash and Cash Equivalents [Member] | ||||||||
Cash held in trust | $ 11,000 | $ 11,000 | $ 17,000 | |||||
Common Stock [Member] | ||||||||
Antidilutive securities | 10,725,000 | 10,725,000 | 10,725,000 | 10,725,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jul. 22, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | |
Proceeds From Capital Units Issuance | $ 201,250,000 | ||
Over-Allotment Option [Member] | |||
Capital Units Issued | 2,625,000 | ||
Capital Units Price per Share | $ 10 | ||
Proceeds From Capital Units Issuance | $ 201,250,000 | ||
Offering Cost Of Capital Units | 11,900,000 | ||
Deferred Underwriting Commission | $ 7,040,000 | ||
IPO [Member] | |||
Capital Units Issued | 20,125,000 | ||
Common Class A [Member] | |||
Capital Units Issued | 20,125,000 | ||
Class Of Warrants Exercise Price | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Jul. 22, 2019 | Apr. 19, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Jun. 26, 2019 | |
Related party Transaction Expense | $ 10,000 | $ 25,000 | ||||||
Percentage Of Founder Shares On Outstanding Shares | 20.00% | |||||||
Advances From Related Party Agreed Amount | $ 300,000 | |||||||
Due To Related Parties Current | $ 62,000 | |||||||
Common Stock Shares Resale or Transfer Share Price Threshold | $ 12 | |||||||
Accrued expenses—related party | $ 30,000 | $ 30,000 | $ 30,000 | $ 54,839 | ||||
Repayment of related party debt | 115,000 | 115,000 | ||||||
Expense Reimbursement Agreement [Member] | ||||||||
Due To Related Parties Current | $ 62,000 | |||||||
Administrative Support Agreement [Member] | ||||||||
Related party Transaction Expense | 30,000 | $ 24,839 | 24,839 | 90,000 | ||||
Accrued expenses—related party | 30,000 | 30,000 | 30,000 | $ 54,389 | ||||
Payment of outstanding accrued administrative support fees | 115,000 | 115,000 | ||||||
Private Placement [Member] | ||||||||
Warrants Issued | 4,016,667 | |||||||
Warrants Price | $ 1.50 | |||||||
Proceeds From Issuance Of Private Placement Warrants | $ 6,030,000 | |||||||
Working Capital Loans Eligible For Conversion Into Warrants | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||
Warrant Conversion Price | $ 1.50 | |||||||
Common Class A [Member] | ||||||||
Common stock, shares outstanding | 1,066,749 | 1,066,749 | 1,066,749 | 965,797 | ||||
Common stock par value | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Class of warrants redemption exercise price | $ 11.50 | |||||||
Common Class B [Member] | ||||||||
Common stock, shares outstanding | 4,312,500 | 5,031,250 | 5,031,250 | 5,031,250 | 5,031,250 | |||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Class B [Member] | Sponsor [Member] | Hims Inc [Member] | New Hims Class A Common Stock [Member] | ||||||||
Percentage of shares subject to forfeiture | 25.00% | 25.00% | 25.00% | |||||
Private Placement Warrants [Member] | Hims Inc [Member] | ||||||||
Percentage of shares subject to forfeiture | 25.00% | 25.00% | 25.00% | |||||
Maximum [Member] | ||||||||
Founder Shares Subject To Redemption | 656,250 | |||||||
Previously Reported [Member] | Common Class B [Member] | ||||||||
Common stock, shares outstanding | 4,312,500 | |||||||
Restatement Adjustment [Member] | Common Class B [Member] | ||||||||
Common stock, shares outstanding | 5,031,250 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | ||
Jul. 22, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Deferred Legal Fees | $ 150,000 | $ 150,000 | |
Over-Allotment Option [Member] | |||
Capital Units Issued | 2,625,000 | ||
Underwriting discount per unit | $ 0.20 | ||
Underwriting income loss | $ 4,025,000 | ||
Deferred Underwriting Commission | $ 7,040,000 | ||
Over-Allotment Option [Member] | Additional [Member] | |||
Underwriting discount per unit | $ 0.35 | ||
Deferred Underwriting Commission | $ 7,040,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | 9 Months Ended | ||||
Sep. 30, 2020 | Dec. 31, 2019 | Jul. 22, 2019 | Jun. 26, 2019 | Apr. 19, 2019 | |
Common stock conversion description | 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity- linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor upon conversion of Working Capital Loans. | ||||
Preferred shares authorized | 1,000,000 | 1,000,000 | |||
Preference shares issued | 0 | 0 | |||
Preference shares outstanding | 0 | 0 | |||
Private Placement Warrants [Member] | |||||
Class of warrants redemption exercise price | $ 0.01 | ||||
Class of warrant exercise price threshold | 18 | ||||
Public Warrants [Member] | |||||
Class of warrants redemption exercise price | 0.10 | ||||
Class of warrant exercise price threshold | $ 10 | ||||
Common Class A [Member] | |||||
Common stock shares authorized | 500,000,000 | 500,000,000 | |||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Shares Outstanding | 1,066,749 | 965,797 | |||
Common stock shares inculding redemption issued | 20,125,000 | 20,125,000 | |||
Common stock shares inculding redemption outstanding | 20,125,000 | 20,125,000 | |||
Class of warrants redemption exercise price | $ 11.50 | ||||
Temporary Equity Outstanding | 19,058,251 | 19,159,203 | |||
Common Class B [Member] | |||||
Common stock shares authorized | 50,000,000 | 50,000,000 | |||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Shares Outstanding | 5,031,250 | 5,031,250 | 4,312,500 | ||
Common Class B [Member] | Previously Reported [Member] | |||||
Common Shares Outstanding | 4,312,500 | ||||
Common Class B [Member] | Restatement Adjustment [Member] | |||||
Common Shares Outstanding | 5,031,250 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of fair value assets measured on recurring basis (Detail) - Fair Value, Recurring [Member] - Fair Value, Inputs, Level 1 [Member] - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Fair Value | $ 204,481,237 | $ 203,107,342 |
US Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 204,470,686 | 203,090,272 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | $ 10,551 | $ 17,070 |