Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 18, 2021 | Jun. 30, 2020 | |
Document And Entity Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | UWM HOLDINGS CORPORATION | ||
Entity Central Index Key | 0001783398 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | No | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity File Number | 001-39189 | ||
Entity Address, Address Line One | 585 South Boulevard E. | ||
Entity Address, City or Town | Pontiac | ||
Entity Address, State or Province | MI | ||
Entity Address, Postal Zip Code | 48341 | ||
Local Phone Number | 981-8898 | ||
City Area Code | (800) | ||
Entity Tax Identification Number | 84-2124167 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Common Stock, Shares Outstanding | 103,104,205 | ||
Entity Public Float | $ 428 | ||
ICFR Auditor Attestation Flag | false | ||
Class A Common Stock | |||
Document And Entity Information [Line Items] | |||
Title of 12(b) Security | Class A Common Stock | ||
Trading Symbol | UWMC | ||
Security Exchange Name | NYSE | ||
Warrants | |||
Document And Entity Information [Line Items] | |||
Title of 12(b) Security | Warrants | ||
Trading Symbol | UWMCWS | ||
Security Exchange Name | NYSE |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 50,573 | $ 1,120 |
Deferred offering costs associated with public offering | 411,374 | |
Prepaid assets | 183,889 | |
Total current assets | 234,462 | 412,494 |
Investments held in Trust Account | 425,331,306 | |
Total assets | 425,565,768 | 412,494 |
Current liabilities: | ||
Accrued expenses | 3,916,817 | 274,666 |
State franchise tax accrual | 200,000 | 1,830 |
Notes and advances payable – related party | 1,000,000 | 150,000 |
Income tax payable | 81,002 | |
Total current liabilities | 5,197,819 | 426,496 |
Deferred underwriting compensation | 14,875,000 | |
Total liabilities | 20,072,819 | 426,496 |
Commitments and Contingencies: | ||
Class A common stock subject to possible redemption, 40,049,294 and -0- shares at December 31, 2020 and December 31, 2019, respectively (at redemption value of $10 per share) | 400,492,940 | |
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding | ||
Additional paid-in-capital | 10,845,009 | 23,850 |
Accumulated deficit | (5,846,308) | (39,002) |
Total stockholders’ equity/(deficit) | 5,000,009 | (14,002) |
Total liabilities and stockholders’ equity | 425,565,768 | 412,494 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock value | 245 | |
Total stockholders’ equity/(deficit) | 245 | |
Class F Common Stock | ||
Stockholders’ equity: | ||
Common stock value | 1,063 | 1,150 |
Total stockholders’ equity/(deficit) | $ 1,063 | $ 1,150 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Jan. 28, 2020 | Dec. 31, 2019 |
Class A subject to possible redemption, shares | 40,049,294 | ||
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 | |||
Class A subject to possible redemption, shares | 40,049,294 | 0 | |
Class A subject to possible redemption, redemption value per share | $ 10 | $ 10 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock, shares issued | 2,450,706 | 0 | |
Common stock, shares outstanding | 2,450,706 | 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 | 10,625,000 | 11,500,000 | |
Common stock, shares outstanding | 10,625,000 | 11,500,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Professional fees and other expenses | $ (37,172) | $ (6,627,438) |
State franchise taxes, other than income tax | (1,830) | (200,000) |
Loss from operations | (39,002) | (6,827,438) |
Other income - interest income | 1,101,134 | |
Net loss before income taxes | (39,002) | (5,726,304) |
Provision for income tax | (81,002) | |
Net loss attributable to common shares | $ (39,002) | $ (5,807,306) |
Net loss per common share: | ||
Class A and Class F common shares - basic and diluted | $ 0 | $ (0.12) |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Initial Public Offering | Sponsor | Class A Common Stock | Class A Common StockInitial Public Offering | Class F Common Stock | Class F Common StockSponsor | Additional Paid-In Capital | Additional Paid-In CapitalInitial Public Offering | Additional Paid-In CapitalSponsor | Accumulated Deficit |
Beginning Balance at Jun. 11, 2019 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Beginning Balance (in shares) at Jun. 11, 2019 | 0 | ||||||||||
Stock issued during period | $ 25,000 | $ 1,150 | $ 23,850 | ||||||||
Stock issued during period (in shares) | 11,500,000 | ||||||||||
Net loss | (39,002) | $ (39,002) | (39,002) | ||||||||
Ending Balance at Dec. 31, 2019 | (14,002) | $ 1,150 | 23,850 | (39,002) | |||||||
Ending Balance (in shares) at Dec. 31, 2019 | 11,500,000 | ||||||||||
Stock issued during period | $ 425,000,000 | $ 4,250 | $ 424,995,750 | ||||||||
Stock issued during period (in shares) | 42,500,000 | ||||||||||
Sale of 5,250,000 Private Placement Warrants to Sponsor on January 27, 2020 at $2.00 per Private Placement Warrant | 10,500,000 | 10,500,000 | |||||||||
Underwriters discounts | (8,500,000) | (8,500,000) | |||||||||
Offering costs charged to additional paid-in capital | (810,743) | $ (24,185,743) | (810,743) | ||||||||
Deferred underwriting compensation | (14,875,000) | (14,875,000) | |||||||||
Forfeited Class F Common stock by Sponsor | $ (87) | 87 | |||||||||
Forfeited Class F Common stock by Sponsor (in shares) | (875,000) | ||||||||||
Class A common stock subject to possible redemption; 40,049,294 shares at a redemption price of $10.00 | (400,492,940) | $ (4,005) | (400,488,935) | ||||||||
Class A common stock subject to possible redemption; 40,676,852 shares at a redemption price of $10.00 (in shares) | (40,049,294) | ||||||||||
Net loss | (5,807,306) | (5,807,306) | |||||||||
Ending Balance at Dec. 31, 2020 | $ 5,000,009 | $ 245 | $ 1,063 | $ 10,845,009 | $ (5,846,308) | ||||||
Ending Balance (in shares) at Dec. 31, 2020 | 2,450,706 | 10,625,000 |
STATEMENTS OF CHANGES IN STOC_2
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | Jan. 27, 2020 | Jul. 31, 2019 |
Sponsor | Private Placement | ||
Number of warrants sold | 5,250,000 | |
Warrants sold, price per warrant | $ 2 | |
Class F Common Stock | Sponsor | ||
Common stock, par value | $ 0.0001 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net income/(loss) | $ (39,002) | $ (5,807,306) |
Changes in state franchise tax accrual | 1,830 | 198,170 |
Changes in prepaid assets | (183,889) | |
Changes in income taxes payable and deferred | 81,002 | |
Changes in deferred offering costs | (411,374) | |
Changes in accrued expenses | 274,666 | 3,912,817 |
Net cash used in operating activities | (173,880) | (1,799,206) |
Cash flows from investing activities: | ||
Cash deposited in Trust Account | (425,000,000) | |
Interest reinvested in Trust Account | (331,306) | |
Net cash used in investing activities | (425,331,306) | |
Cash flows from financing activities: | ||
Proceeds from sale of Units in initial public offering | 425,000,000 | |
Proceeds from sale of Private Placement Warrants to Sponsor | 10,500,000 | |
Proceeds from notes payable – related party | 150,000 | 1,000,000 |
Repayment of notes and advances payable – related party | (150,000) | |
Proceeds from sale of Class F common stock to Sponsor | 25,000 | |
Payment of underwriter's discounts and commissions | (8,500,000) | |
Payment of offering costs | (670,035) | |
Net cash provided by financing activities | 175,000 | 427,179,965 |
Increase in cash | 1,120 | 49,453 |
Cash at beginning of period | 1,120 | |
Cash at end of period | 1,120 | 50,573 |
Supplemental disclosure of non-cash financing activities: | ||
Deferred underwriting compensation | 14,875,000 | |
Cash paid for income and state franchise taxes | $ 1,830 | |
Deferred offering costs included in accrued expenses | $ 270,666 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Operations | 1. Organization and Business Operations Organization and General UWM Holdings Corporation (f/k/a Gores Holdings IV, Inc.) (the “Company”) was incorporated in Delaware on June 12, 2019. 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 Company had neither engaged in any operations nor generated any revenue prior to the completion of the Business Combination (as defined below) At December 31, 2020, the Company had not commenced any operations. All activity for the period from June 12, 2019 (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 January 28, 2020. Subsequent to the Public Offering, the Company has generated 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). United Wholesale Mortgage Business Combination On September 22, 2020, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among the Company, SFS Holding Corp., a Michigan corporation (“SFS Corp.”), United Wholesale Mortgage, LLC (f/k/a United Shore Financial Services, LLC, d/b/a United Wholesale Mortgage), a Michigan limited liability company and a wholly-owned subsidiary of SFS Corp. (“UWM”), and UWM Holdings, LLC, a newly formed Delaware limited liability company and a wholly-owned subsidiary of SFS Corp. (“UWM LLC” and, together with SFS Corp. and UWM, the “UWM Entities.”). The transactions contemplated by the Business Combination Agreement will constitute a “Business Combination” within the meaning of the Company’s Amended and Restated Certificate of Incorporation. Such transactions are hereinafter referred to as the “Business Combination.” The Business Combination with the UWM Entities closed on January 21, 2021. Financing Upon the closing of the Public Offering and the sale of the Private Placement Warrants, an aggregate of $425,000,000 was placed in a Trust Account with Continental Stock Transfer & Trust Company (the “Trust Account”) acting as Trustee. Trust Account Prior to the Business Combination, funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) 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, 2020, the Trust Account consisted of treasury bills. As of December 31, 2020, the Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund our working capital requirements plus additional amounts released to us to fund our regulatory compliance requirements and other costs related thereto, subject to an annual limit of $1,100,000 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 had 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 were intended to be generally applied toward consummating a Business Combination. The Business Combination was required to 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. The Company had 24 months from the IPO Closing Date to complete its Business Combination. If the Company did not complete a Business Combination within this period of time, it was required to (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 did not complete a Business Combination within the required time period. In the event of such distribution, it was possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) would be less than the initial public offering price per Unit in the Public Offering. The Company, after signing a definitive agreement for a Business Combination, was required to 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. On January 20, 2021, the Company held a special meeting of the Company’s stockholders (the “Special Meeting”), held in lieu of the 2021 annual meeting of the Company’s stockholders, at which stockholders representing a majority of the outstanding shares of common stock approved the UWM Business Combination. The actual redemptions of common stock by Company stockholders in conjunction with the stockholder vote was 20,795 shares. 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 Securities Exchange Act of 1934, as amended (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, 2020 | |
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”). Unless otherwise stated, the financial statements and notes to the financial statements presented herein relate to the Company and its subsidiaries (legal acquirer) and not to UWM and its subsidiaries (legal acquiree). Net Loss Per Common Share As of December 31, 2020, the Company had two classes of shares, which are referred to as Class A common stock (the “Common Stock”) and Class F common stock (the “Founder Shares”). The Company applies the two-class method for calculating earnings per share for Class A common stock and Class F common stock. In applying the two-class method, the Company allocates undistributed earnings equally on a per share basis between Class A and Class F common stock. According to the Company’s certificate of incorporation, the holders of the Class A and Class F common stock are entitled to participate in earnings equally on a per-share basis, as if all shares of common stock were of a single class, and in such dividends as may be declared by the board of directors. During 2020 and 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 loss per common share is the same as basic net loss per common share for the periods. 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, 2020 For the period from June 12, 2019 (inception) to December 31, 2019 Class A and F Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ (5,807,306 ) $ (39,002 ) Denominator: Weighted-average shares outstanding 50,144,178 11,500,000 Basic and diluted net income/(loss) per share $ (0.12 ) $ (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,” approximates the carrying amounts represented in the balance sheet. Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred that were related to our Public Offering and were charged to stockholders’ equity upon the completion of our Public Offering, of which $411,374 were deferred as of December 31, 2019 and $14,875,000 were accrued as of December 31, 2020. As of December 31, 2020, offering costs incurred totaling approximately $24,185,743 were charged to stockholders’ equity. Redeemable Common Stock As discussed in Note 3, all of the 42,500,000 shares of Common Stock sold as part of the Units in the Public Offering contained a redemption feature which allowed for the redemption of such public shares in connection with the Company’s liquidation, if there was 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, as of December 31, 2020, the Company’s amended and restated certificate of incorporation provided that the Company would 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, 2020, 40,049,294 of the 42,500,000 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 consolidated 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 consolidated balance sheets and consolidated 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, 2020 or 2019. 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. 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, 2020, the Company had $425,331,306 in the Trust Account which could be utilized for Business Combinations. As of December 31, 2020, the Trust Account consisted of treasury bills. As of December 31, 2020, the Company’s amended and restated certificate of incorporation provided that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust would 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 did 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 was 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 where the impact could be material. The Company does not believe the consummation of the Business Combination will have a material impact on the Company’s financial statements. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2020 | |
Public Offering [Abstract] | |
Public Offering | 3. Public Offering Public Units On January 28, 2020, the Company sold 42,500,000 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 $425,000,000. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-fourth of one Warrant entitle d the holder to purchase one share of Class A common stock for $ 11.50 per share. Each Warrant would 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 did not complete the Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the Warrants would have expire d 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. The Company paid an upfront underwriting discount of 2.00 % ($ 8,500,000 ) of the per Unit offering price to the underwriters at the closing of the Public Offering, with an additional fee (the “Deferred Discount”) of 3.50 % ($ 14,875,000 ) of the per Unit offering price payable upon the Company’s completion of a Business Combination . The Deferred Discount became payable to the underwriters from the amounts held in the Trust Account upon completion of the UWM Business Combination with the UWM Entities. On January 26, 2021, the Company filed a registration statement on Form S-1 related, among other things, to the issuance by the Company of up to (i) 10,625,000 shares of its Class A Stock issuable upon the exercise of the outstanding Warrants, and (ii) 5,250,000 shares of its Class A Stock upon exercise of the Private Placement Warrants (defined below). The Company is not obligated to deliver any shares of its Class A Stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Stock underlying the Warrants is then effective and a prospectus relating thereto is current. The Company may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per Warrant, if: (i) the Company provides not less than 30 days’ prior written notice of redemption to each Warrant holder; and (ii) the last reported sale price of the Company’s Class A Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading-day period ending on the third business day prior to the date the Company sends the notice of redemption to the Warrant holder. In addition, the Company may call the Warrants for redemption, in whole and not in part, at a price equal to a number of shares of Class A Stock representing the fair value of the Warrants based on an option pricing model with a fixed volatility input as of September 6, 2018, if: (i) the Company provides not less than 30 days’ prior written notice of redemption to each Warrant holder; and (ii) the last reported sale price of the Company’s Class A Stock equals or exceeds $10.00 per share on the trading day prior to the date the Company sends the notice of redemption to the Warrant holder. The Warrants meet the criteria for equity classification under the applicable accounting guidance. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Founder Shares On July 16, 2019, the Sponsor purchased 11,500,000 shares of 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 9, 2020, the Sponsor forfeited 875,000 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 5,250,000 warrants at a price of $2.00 per warrant (a purchase price of $10,500,000) 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. T he Private Placement Warrants also meet the criteria for equity classification under the applicable accounting guidance. 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 January 23, 2020. 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 July 16, 2019, 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, 2020, 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 June 30, 2020 or the completion of the Public Offering. These Notes were repaid in full upon the completion of the Public Offering. On September 29, 2020, the Sponsor made available to the Company a loan of up to $1,000,000 pursuant to a promissory note issued by the Company to the Sponsor. The proceeds from the note were used for on-going operational expenses and certain other expenses in connection with the Business Combination. The note is unsecured, non-interest bearing and matures on the earlier of: (i) June 30, 2021 or (ii) the date on which the Company consummates the Business Combination. As of December 31, 2020, the amount advanced by Sponsor to the Company was $1,000,000. The loan was repaid in connection with the Business Combination with the UWM Entities which closed on January 21, 2021. Administrative Service Agreement The Company entered into an administrative services agreement on January 23, 2020, pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 a month for office space, utilities and secretarial support. The Company paid $225,161 during the year ended December 31, 2020, and had no payable outstanding as of December 31, 2020 related to the agreement above. Services commenced on the date the securities were first listed on the NASDAQ Capital Market. Pursuant to the agreement, the services terminated upon the consummation of the Business Combination with the UWM Entities. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes Effective Tax Rate Reconciliation A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided is as follows: Year Ended For the period from December 31, June 12, 2019 (inception) to 2020 December 31, 2019 Income tax expense/(benefit) at the federal statutory rate $ (1,202,524 ) $ (8,191 ) Capitalized Transaction Expenses 1,209,597 - State income taxes - net of federal income tax benefits (38,435 ) (1,426 ) Change in valuation allowance 112,364 9,617 Total income tax expense (benefit) $ 81,002 $ - Current/Deferred Taxes The provision for income taxes consisted of the following: Year Ended For the period from December 31, June 12, 2019 (inception) to 2020 December 31, 2019 Current income tax expense/(benefit) Federal $ 81,002 $ — State 0 — Total current income tax expense/(benefit) $ 81,002 $ — Deferred income tax expense/(benefit) Federal $ — $ — State 0 — Total deferred income tax expense/(benefit) $ 0 $ — Provision for income taxes $ 81,002 $ — Deferred Tax Assets and Liabilities Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, December 31, 2020 2019 Deferred tax assets Accrued expenses $ 97,558 $ 1,437 Net operating losses 25,390 8,180 Total deferred tax assets 122,948 9,617 Valuation allowance (121,981 ) (9,617 ) Net deferred tax assets 967 - Deferred tax liabilities - - Accrued income (967 ) - Total deferred tax liabilities (967 ) - Net deferred tax assets (liabilities) $ - $ - The Company has state income tax NOL carryforwards of $25,390 as of December 31, 2020, which have an unlimited carryforward. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing DTAs. A significant piece of objective negative evidence evaluated was the cumulative loss incurred for the period June 12, 2019 (inception) through the year ended December 31, 2020. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. On the basis of this evaluation, the Company believes that it is more likely than not that the benefit from these DTAs will not be realized. In recognition of this risk, as of December 31, 2020 and 2019, the valuation allowance with respect to the Company’s deferred tax assets was $121,981 and $9,617, respectively, a net increase of $112,364. The Company may be subject to potential examination by U.S. federal or state 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 or states tax laws. Both 2019 and 2020 remain open under applicable statute of limitations with relevant taxing authorities. The Company has no recorded uncertain tax benefits as of December 31, 2020. |
Investments and Cash Held in Tr
Investments and Cash Held in Trust | 12 Months Ended |
Dec. 31, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Investments and Cash Held in Trust | 6. Investments and cash held in Trust As of December 31, 2020, investment securities in the Company’s Trust Account consist of $425,331,306 in United States Treasury Bills. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. Fair Value Measurements The Company complies with 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, 2020, 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 2020 (Level 1) (Level 2) (Level 3) Investments and cash held in Trust Account 425,331,306 425,331,306 — — Total $ 425,331,306 $ 425,331,306 $ — $ — |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders’ Equity | 8 . 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, 2020, there were 42,500,000 shares of Class A common stock and 10,625,000 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, 2020, there were no shares of preferred stock issued and outstanding. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events Business Combination with the UWM Entities As described in Note 1, the Company completed the Business combination with the UWM Entities on January 21, 2021, following stockholder approval. In connection with the Business Combination, the Company entered into the Subscription Agreements with the Private Placement Investors pursuant to which the Company issued 50,000,000 shares of Class A Stock in the Private Placement at $10 per share, for gross proceeds to the Company of $500,000,000. Following this transaction, UWM became an indirect consolidated subsidiary of the Company, which was renamed UWM Holdings Corporation, shares of which listed for trading on the New York Stock Exchange under the symbol “UWMC” on January 22, 2021 . The Company’s financial statement presentation to be included in quarterly and annual filings with the SEC on Forms 10-Q and 10-K with respect to periods subsequent to the Business Combination with the UWM Entities will include the consolidated financial statements of UWM and its subsidiaries for periods prior to the completion of the Business Combination and of the Company for periods from and after the Business Combination. The Company paid the deferred underwriting discount totaling $14,875,000 or 3.50% of the gross offering proceeds of the Public Offering which was accrued as of December 31, 2020, to the underwriter on January 21, 2021 upon the Company’s consummation of the Business Combination with the UWM Entities. On February 3, 2021 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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”). Unless otherwise stated, the financial statements and notes to the financial statements presented herein relate to the Company and its subsidiaries (legal acquirer) and not to UWM and its subsidiaries (legal acquiree). |
Net Loss Per Common Share | Net Loss Per Common Share As of December 31, 2020, the Company had two classes of shares, which are referred to as Class A common stock (the “Common Stock”) and Class F common stock (the “Founder Shares”). The Company applies the two-class method for calculating earnings per share for Class A common stock and Class F common stock. In applying the two-class method, the Company allocates undistributed earnings equally on a per share basis between Class A and Class F common stock. According to the Company’s certificate of incorporation, the holders of the Class A and Class F common stock are entitled to participate in earnings equally on a per-share basis, as if all shares of common stock were of a single class, and in such dividends as may be declared by the board of directors. During 2020 and 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 loss per common share is the same as basic net loss per common share for the periods. 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, 2020 For the period from June 12, 2019 (inception) to December 31, 2019 Class A and F Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ (5,807,306 ) $ (39,002 ) Denominator: Weighted-average shares outstanding 50,144,178 11,500,000 Basic and diluted net income/(loss) per share $ (0.12 ) $ (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,” approximates the carrying amounts represented in the balance sheet. |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred that were related to our Public Offering and were charged to stockholders’ equity upon the completion of our Public Offering, of which $411,374 were deferred as of December 31, 2019 and $14,875,000 were accrued as of December 31, 2020. As of December 31, 2020, offering costs incurred totaling approximately $24,185,743 were charged to stockholders’ equity. |
Redeemable Common Stock | Redeemable Common Stock As discussed in Note 3, all of the 42,500,000 shares of Common Stock sold as part of the Units in the Public Offering contained a redemption feature which allowed for the redemption of such public shares in connection with the Company’s liquidation, if there was 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, as of December 31, 2020, the Company’s amended and restated certificate of incorporation provided that the Company would 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, 2020, 40,049,294 of the 42,500,000 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 consolidated 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 consolidated balance sheets and consolidated 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, 2020 or 2019. 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. |
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, 2020, the Company had $425,331,306 in the Trust Account which could be utilized for Business Combinations. As of December 31, 2020, the Trust Account consisted of treasury bills. As of December 31, 2020, the Company’s amended and restated certificate of incorporation provided that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust would 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 did 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 was 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 where the impact could be material. The Company does not believe the consummation of the Business Combination will have a material impact on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 For the period from June 12, 2019 (inception) to December 31, 2019 Class A and F Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ (5,807,306 ) $ (39,002 ) Denominator: Weighted-average shares outstanding 50,144,178 11,500,000 Basic and diluted net income/(loss) per share $ (0.12 ) $ (0.00 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Tax Rate Reconciliation | A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided is as follows: Year Ended For the period from December 31, June 12, 2019 (inception) to 2020 December 31, 2019 Income tax expense/(benefit) at the federal statutory rate $ (1,202,524 ) $ (8,191 ) Capitalized Transaction Expenses 1,209,597 - State income taxes - net of federal income tax benefits (38,435 ) (1,426 ) Change in valuation allowance 112,364 9,617 Total income tax expense (benefit) $ 81,002 $ - |
Schedule of Provision for Income Taxes | The provision for income taxes consisted of the following: Year Ended For the period from December 31, June 12, 2019 (inception) to 2020 December 31, 2019 Current income tax expense/(benefit) Federal $ 81,002 $ — State 0 — Total current income tax expense/(benefit) $ 81,002 $ — Deferred income tax expense/(benefit) Federal $ — $ — State 0 — Total deferred income tax expense/(benefit) $ 0 $ — Provision for income taxes $ 81,002 $ — |
Summary of Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, December 31, 2020 2019 Deferred tax assets Accrued expenses $ 97,558 $ 1,437 Net operating losses 25,390 8,180 Total deferred tax assets 122,948 9,617 Valuation allowance (121,981 ) (9,617 ) Net deferred tax assets 967 - Deferred tax liabilities - - Accrued income (967 ) - Total deferred tax liabilities (967 ) - Net deferred tax assets (liabilities) $ - $ - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020, 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 2020 (Level 1) (Level 2) (Level 3) Investments and cash held in Trust Account 425,331,306 425,331,306 — — Total $ 425,331,306 $ 425,331,306 $ — $ — |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Details) - USD ($) | Jan. 20, 2021 | Dec. 31, 2020 | Jan. 28, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Date of incorporation | Jun. 12, 2019 | ||
Amount placed in trust account | $ 425,000,000 | ||
Maximum maturity period | 185 days | ||
Regulatory withdrawal of interest from trust account, annual limit | $ 1,100,000 | ||
Regulatory withdrawal of interest from trust account, maximum period | 24 months | ||
Redemption percentage of public shares of common stock if business combination not completed | 100.00% | ||
Dissolution expenses, maximum allowed | $ 100,000 | ||
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 | ||
UWM Holdings Corporation | Subsequent Event | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Business combination, actual redemption of common stock in stockholders vote | 20,795 | ||
Maximum | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Threshold period to complete business combination from closing of public offering | 24 months | ||
Number of days to redeem public shares of common stock if business combination not completed | 10 days | ||
Minimum | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Percentage of fair market value | 80.00% |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | Jan. 28, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Significant Accounting Policies [Line Items] | |||
Dilutive securities, effect on basic earnings per share | $ 0 | $ 0 | |
Federal depository insurance coverage amount | 250,000 | ||
Deferred offering costs | 411,374 | ||
Accrued offering costs | 14,875,000 | ||
Offering costs incurred | $ 810,743 | ||
Class A subject to possible redemption, shares | 40,049,294 | ||
Accrued interest and penalties related to unrecognized tax liabilities | $ 0 | $ 0 | |
Investments and cash held in Trust Account | $ 425,331,306 | ||
Redemption percentage of public shares of common stock if business combination not completed | 100.00% | ||
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 | ||
Class A Common Stock | |||
Significant Accounting Policies [Line Items] | |||
Class A subject to possible redemption, shares | 0 | 40,049,294 | |
IPO | |||
Significant Accounting Policies [Line Items] | |||
Offering costs incurred | $ 24,185,743 | ||
Units sold | 42,500,000 | ||
IPO | Class A Common Stock | |||
Significant Accounting Policies [Line Items] | |||
Units sold | 42,500,000 | 42,500,000 |
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 ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Numerator: | ||
Net loss | $ (39,002) | $ (5,807,306) |
Denominator: | ||
Basic and diluted net income/(loss) per share | $ 0 | $ (0.12) |
Class A and F Common Stock | ||
Numerator: | ||
Net loss | $ (5,807,306) | |
Denominator: | ||
Weighted-average shares outstanding | 50,144,178 | |
Basic and diluted net income/(loss) per share | $ (0.12) | |
Class F Common Stock | ||
Numerator: | ||
Net loss | $ (39,002) | |
Denominator: | ||
Weighted-average shares outstanding | 11,500,000 | |
Basic and diluted net income/(loss) per share | $ 0 |
Public Offering - Additional In
Public Offering - Additional Information (Details) - USD ($) | Jan. 26, 2021 | Jan. 21, 2021 | Jan. 28, 2020 | Sep. 06, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Class Of Stock [Line Items] | ||||||
Gross proceeds | $ 425,000,000 | $ 425,000,000 | ||||
Percentage of deferred underwriting discount | 3.50% | |||||
Deferred underwriting discount | $ 14,875,000 | |||||
Maximum | ||||||
Class Of Stock [Line Items] | ||||||
Number of months to complete business combination | 24 months | |||||
IPO | ||||||
Class Of Stock [Line Items] | ||||||
Units sold | 42,500,000 | |||||
Share price | $ 10 | |||||
Upfront underwriting discount (as a percent) | 2.00% | |||||
Upfront underwriting discount | $ 8,500,000 | |||||
Percentage of deferred underwriting discount | 3.50% | |||||
Over-Allotment Option | ||||||
Class Of Stock [Line Items] | ||||||
Units sold | 2,500,000 | |||||
Private Placement | Subsequent Event | ||||||
Class Of Stock [Line Items] | ||||||
Units sold | 50,000,000 | |||||
Share price | $ 10 | |||||
Warrants | ||||||
Class Of Stock [Line Items] | ||||||
Number of shares that contribute each unit | 0.25 | |||||
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] | ||||||
Number of shares that contribute each unit | 1 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Number of shares warrant may be converted | 1 | |||||
Warrants exercise price (in dollars per share) | $ 11.50 | |||||
Warrants redemption description | The Company may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per Warrant, if: (i) the Company provides not less than 30 days’ prior written notice of redemption to each Warrant holder; and (ii) the last reported sale price of the Company’s Class A Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading-day period ending on the third business day prior to the date the Company sends the notice of redemption to the Warrant holder. | |||||
Class A Common Stock | Subsequent Event | ||||||
Class Of Stock [Line Items] | ||||||
Stock price per share | $ 18 | |||||
Class A Common Stock | Fixed Volatility Input | ||||||
Class Of Stock [Line Items] | ||||||
Stock price per share | $ 10 | |||||
Warrants redemption description | the Company may call the Warrants for redemption, in whole and not in part, at a price equal to a number of shares of Class A Stock representing the fair value of the Warrants based on an option pricing model with a fixed volatility input as of September 6, 2018, if: (i) the Company provides not less than 30 days’ prior written notice of redemption to each Warrant holder; and (ii) the last reported sale price of the Company’s Class A Stock equals or exceeds $10.00 per share on the trading day prior to the date the Company sends the notice of redemption to the Warrant holder. | |||||
Class A Common Stock | IPO | ||||||
Class Of Stock [Line Items] | ||||||
Units sold | 42,500,000 | 42,500,000 | ||||
Class A Common Stock | Warrants | Subsequent Event | ||||||
Class Of Stock [Line Items] | ||||||
Warrants exercise price (in dollars per share) | $ 0.01 | |||||
Prior written notice for warrant redemption | 30 days | |||||
Class A Common Stock | Warrants | Subsequent Event | Maximum | ||||||
Class Of Stock [Line Items] | ||||||
Share issuance | 10,625,000 | |||||
Class A Common Stock | Warrants | Fixed Volatility Input | ||||||
Class Of Stock [Line Items] | ||||||
Prior written notice for warrant redemption | 30 days | |||||
Class A Common Stock | Private Placement | Subsequent Event | ||||||
Class Of Stock [Line Items] | ||||||
Share issuance | 5,250,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Sep. 29, 2020USD ($) | Mar. 09, 2020shares | Jan. 28, 2020$ / sharesshares | Jan. 25, 2020USD ($) | Jul. 16, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2020USD ($)shares | Jan. 23, 2020USD ($) |
Related Party Transaction [Line Items] | ||||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 10,500,000 | |||||||
Proceeds from notes payable – related party | $ 150,000 | 1,000,000 | ||||||
Initial Public Offering | ||||||||
Related Party Transaction [Line Items] | ||||||||
Units sold | shares | 42,500,000 | |||||||
Sale of common stock, value | $ 425,000,000 | |||||||
Class F Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares forfeited | shares | 875,000 | |||||||
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 | |||||||
Class A Common Stock | Initial Public Offering | ||||||||
Related Party Transaction [Line Items] | ||||||||
Units sold | shares | 42,500,000 | 42,500,000 | ||||||
Sale of common stock, value | $ 4,250 | |||||||
Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of common stock, value | $ 25,000 | |||||||
Sponsor | Class F Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Units sold | shares | 11,500,000 | |||||||
Sale of common stock, value | $ 1,150 | |||||||
Founder Shares | Class F Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Founder shares transferred to independent directors | shares | 75,000 | |||||||
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 | Class F Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Units sold | shares | 11,500,000 | |||||||
Sale of common stock, value | $ 25,000 | |||||||
Stock price per share | $ / shares | $ 0.002 | |||||||
Number of shares forfeited | shares | 875,000 | |||||||
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 | 5,250,000 | |||||||
Warrants sold, price per warrant | $ / shares | $ 2 | |||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 10,500,000 | |||||||
Sponsor Loan | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from notes payable – related party | $ 1,000,000 | |||||||
Notes payable maturity description | The note is unsecured, non-interest bearing and matures on the earlier of: (i) June 30, 2021 or (ii) the date on which the Company consummates the Business Combination. | |||||||
Notes payable related party | $ 1,000,000 | |||||||
Notes payable maturity date | Jan. 21, 2021 | |||||||
Sponsor Loan | Initial Public Offering | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from related party promissory note | $ 150,000 | 150,000 | ||||||
Aggregate issuance of unsecured promissory note | $ 300,000 | |||||||
Outstanding balance on the loan | $ 150,000 | |||||||
Administrative Service Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to affiliate, monthly for office space, utilities and secretarial support | $ 20,000 | |||||||
Administrative Service Agreement | Affiliate of the Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payments to affiliate | $ 225,161 | |||||||
Outstanding payable of administrative fees to affiliate | $ 0 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rate Reconciliation (Details) - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Income Tax Expense Benefit Continuing Operations Income Tax Reconciliation [Abstract] | ||
Income tax expense/(benefit) at the federal statutory rate | $ (8,191) | $ (1,202,524) |
Capitalized Transaction Expenses | 1,209,597 | |
State income taxes - net of federal income tax benefits | (1,426) | (38,435) |
Change in valuation allowance | $ 9,617 | 112,364 |
Total income tax expense (benefit) | $ 81,002 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Detail) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Current income tax expense/(benefit) | |
Federal | $ 81,002 |
State | 0 |
Total current income tax expense/(benefit) | 81,002 |
Deferred income tax expense/(benefit) | |
State | 0 |
Total deferred income tax expense/(benefit) | 0 |
Total income tax expense (benefit) | $ 81,002 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Accrued expenses | $ 97,558 | $ 1,437 |
Net operating losses | 25,390 | 8,180 |
Total deferred tax assets | 122,948 | 9,617 |
Valuation allowance | (121,981) | $ (9,617) |
Net deferred tax assets | 967 | |
Deferred tax liabilities | ||
Accrued income | (967) | |
Total deferred tax liabilities | $ (967) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
State income tax NOL carryforwards | $ 25,390 | |
Valuation allowance | 121,981 | $ 9,617 |
Net increase in valuation allowance | $ 112,364 | |
Open tax years | 2019 2020 | |
Uncertain tax benefits | $ 0 |
Investments and Cash Held in _2
Investments and Cash Held in Trust - Additional Information (Details) | Dec. 31, 2020USD ($) |
Schedule Of Investments [Line Items] | |
Investments and cash held in Trust Account | $ 425,331,306 |
United States Treasury Bills | |
Schedule Of Investments [Line Items] | |
Investments and cash held in Trust Account | $ 425,331,306 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Assets Measured at Fair Value on Recurring Basis (Details) | Dec. 31, 2020USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Investments and cash held in Trust Account | $ 425,331,306 |
Fair Value, Measurements, Recurring | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Investments and cash held in Trust Account | 425,331,306 |
Total | 425,331,306 |
Fair Value, Measurements, Recurring | 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 | 425,331,306 |
Total | $ 425,331,306 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | Dec. 31, 2020Vote$ / sharesshares | Jan. 28, 2020$ / shares | Dec. 31, 2019$ / 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 | $ 0.0001 |
Common stock, shares issued | 2,450,706 | 0 | |
Common stock, shares issued | 42,500,000 | ||
Common stock, shares outstanding | 2,450,706 | 0 | |
Common stock, shares outstanding | 42,500,000 | ||
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 | 10,625,000 | 11,500,000 | |
Common stock, shares outstanding | 10,625,000 | 11,500,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Feb. 03, 2021 | Jan. 21, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Deferred underwriting compensation | $ 14,875,000 | ||
Percentage of deferred underwriting discount | 3.50% | ||
Payment of deferred underwriting discount | $ 8,500,000 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Payment of deferred underwriting discount | $ 14,875,000 | ||
Subsequent Event | Class A Common Stock | |||
Subsequent Event [Line Items] | |||
Dividends payable, date declared | Feb. 3, 2021 | ||
Common stock, dividends, per share, declared | $ 0.10 | ||
Dividends payable, date to be paid | Apr. 6, 2021 | ||
Dividends payable, date of record | Mar. 10, 2021 | ||
Subsequent Event | Private Placement | |||
Subsequent Event [Line Items] | |||
Stock issued during period | 50,000,000 | ||
Share price | $ 10 | ||
Gross proceeds from issuance of private placement | $ 500,000,000 |