UWM (UWMC) 10-K 22 Mar 21 2020 FY Annual report Financial data

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