Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 13, 2020 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Entity Registrant Name | Jaws Acquisition Corp. | |
Entity Current Reporting Status | Yes | |
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 Central Index Key | 0001800682 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A common stock | ||
Entity Common Stock, Shares Outstanding | 69,000,000 | |
Class B common stock | ||
Entity Common Stock, Shares Outstanding | 17,250,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 2,140,755 | |
Prepaid expense and other current assets | 326,321 | |
Total Current Assets | 2,467,076 | |
Deferred offering costs | $ 45,568 | |
Cash and marketable securities held in Trust Account | 690,054,727 | |
TOTAL ASSETS | 692,521,803 | 45,568 |
Current liabilities | ||
Accrued expenses | 27,867 | 5,288 |
Accrued offering costs | 300,000 | 45,568 |
Total Current Liabilities | 327,867 | 50,856 |
Deferred underwriting fee payable | 24,150,000 | |
Total Liabilities | 24,477,867 | 50,856 |
Commitments and Contingencies (Note 5) | ||
Ordinary shares subject to possible redemption, 66,304,393 shares at $10.00 per share redemption value as of June 30, 2020 | 663,043,930 | |
Shareholders' Equity (Deficit) | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 5,030,481 | |
Accumulated deficit | (32,470) | (5,288) |
Total Shareholders' Equity (Deficit) | 5,000,006 | (5,288) |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | 692,521,803 | $ 45,568 |
Class A common stock | ||
Shareholders' Equity (Deficit) | ||
Ordinary shares | 270 | |
Class B common stock | ||
Shareholders' Equity (Deficit) | ||
Ordinary shares | $ 1,725 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) | Jun. 30, 2020$ / sharesshares |
Shares subject to possible redemption | 66,304,393 |
Shares subject to possible redemption, price per share | $ / shares | $ 10 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A common stock | |
Shares subject to possible redemption | 66,304,393 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 400,000,000 |
Common stock, shares issued | 2,695,607 |
Common stock, shares outstanding | 2,695,607 |
Class B common stock | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 40,000,000 |
Common stock, shares issued | 17,250,000 |
Common stock, shares outstanding | 17,250,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Operating costs | $ 78,496 | $ 81,909 |
Loss from operations | (78,496) | (81,909) |
Other income: | ||
Interest earned on investments held in Trust Account | 54,727 | 54,727 |
Net loss | $ (23,769) | $ (27,182) |
Class A common stock | ||
Other income: | ||
Weighted average shares outstanding of redeemable ordinary shares | 69,000,000 | 69,000,000 |
Basic and diluted net income per share | $ 0 | $ 0 |
Class B common stock | ||
Other income: | ||
Weighted average shares outstanding of redeemable ordinary shares | 17,250,000 | 17,250,000 |
Basic and diluted net income per share | $ 0 | $ 0 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Class A common stockOrdinary Shares | Class A common stock | Class B common stockOrdinary Shares | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2019 | $ (5,288) | $ (5,288) | ||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 1 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cancellation of Class B ordinary share (in shares) | (1) | |||||
Issuance of Class B ordinary shares to Sponsor | $ 1,725 | $ 23,275 | 25,000 | |||
Issuance of Class B ordinary shares to Sponsor (in shares) | 17,250,000 | |||||
Net loss | (3,413) | (3,413) | ||||
Balance at the end at Mar. 31, 2020 | $ 1,725 | 23,275 | (8,701) | 16,299 | ||
Balance at the end (in shares) at Mar. 31, 2020 | 17,250,000 | |||||
Balance at the beginning at Dec. 31, 2019 | (5,288) | (5,288) | ||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 1 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (27,182) | |||||
Balance at the end at Jun. 30, 2020 | $ 270 | $ 1,725 | 5,030,481 | (32,470) | 5,000,006 | |
Balance at the end (in shares) at Jun. 30, 2020 | 2,695,607 | 17,250,000 | ||||
Balance at the beginning at Mar. 31, 2020 | $ 1,725 | 23,275 | (8,701) | 16,299 | ||
Balance at the beginning (in shares) at Mar. 31, 2020 | 17,250,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Sale of 69,000,000 Units, net of underwriting discounts and offering costs | $ 6,900 | 652,244,506 | 652,251,406 | |||
Sale of units (in shares) | 69,000,000 | 69,000,000 | ||||
Sale of 10,533,333 Private Placement Warrants | 15,800,000 | 15,800,000 | ||||
Ordinary shares subject to possible redemption | $ (6,630) | (663,037,300) | (663,043,930) | |||
Ordinary shares subject to possible redemption (in shares) | (66,304,393) | |||||
Net loss | (23,769) | (23,769) | ||||
Balance at the end at Jun. 30, 2020 | $ 270 | $ 1,725 | $ 5,030,481 | $ (32,470) | $ 5,000,006 | |
Balance at the end (in shares) at Jun. 30, 2020 | 2,695,607 | 17,250,000 |
CONDENSED STATEMENT OF CHANGE_2
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical) | 3 Months Ended |
Jun. 30, 2020shares | |
Sale of warrants (in shares) | 10,533,333 |
Class A common stock | |
Sale of units (in shares) | 69,000,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (27,182) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (54,727) |
Formation costs paid by Sponsor | 3,413 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (299,521) |
Accrued expenses | 27,867 |
Net cash used in operating activities | (350,150) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (690,000,000) |
Net cash used in investing activities | (690,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 677,100,000 |
Proceeds from sale of Private Placement Warrants | 15,800,000 |
Repayment of promissory note - related party | (274,059) |
Payments of offering costs | (135,036) |
Net cash provided by financing activities | 692,490,905 |
Net Change in Cash | 2,140,755 |
Cash - Ending | 2,140,755 |
Non-Cash Investing and Financing Activities: | |
Offering costs included in accrued offering costs | 279,432 |
Payment of prepaid expenses through promissory note - related party | 26,800 |
Initial classification of ordinary shares subject to possible redemption | 663,057,700 |
Change in value of ordinary shares subject to possible redemption | (13,770) |
Deferred underwriting fee payable | 24,150,000 |
Deferred offering costs paid directly by Sponsor from proceeds of issuance of Class B ordinary shares | 25,000 |
Payment of offering costs through promissory note - related party | 238,558 |
Payment of accrued expenses through promissory note - related party | $ 5,288 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2020 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Jaws Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on December 27, 2019. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2020, the Company had not commenced any operations. All activity through June 30, 2020 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on May 13, 2020. On May 18, 2020, the Company consummated the Initial Public Offering of 69,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 9,000,000 Units, at $10.00 per Unit, generating gross proceeds of $690,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,533,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per warrant in a private placement to Jaws Sponsor LLC (the “Sponsor”), generating gross proceeds of $15,800,000, which is described in Note 4. Transaction costs amounted to $37,748,594, consisting of $12,900,000 of underwriting fees (including an aggregate amount of $900,000 reimbursed by the underwriters for application towards the Company’s offering expenses), $24,150,000 of deferred underwriting fees and $698,594 of other offering costs. In addition, at June 30, 2020, cash of $2,140,755 was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the Initial Public Offering on May 18, 2020, an amount of $690,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. So long as the Company’s securities are then listed on the NYSE, the Company’s initial Business Combination must be with one or more target businesses that together have a fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts and taxes payable on the income earned) at the time of the signing of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide the holders of its issued and outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon and who vote at a shareholder meeting, are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor, executive officers and directors (the “initial shareholders”) have agreed to vote their Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The initial shareholders have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with (i) the completion of the Company’s initial Business Combination and (ii) a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within the Combination Period (defined below) or (B) with respect to any other provision relating to the rights of holders of the Public Shares. The Company will have until May 18, 2022 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on May 15, 2020, as well as the Company’s Current Reports on Form 8‑K, as filed with the SEC on May 19, 2020 and May 22, 2020. The interim results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2020, there are 66,304,393 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $37,748,594 were charged to shareholders’ equity upon the completion of the Initial Public Offering. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2020 and December 31, 2019, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share". Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 33,533,333 shares of Class A ordinary shares in the aggregate. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account of approximately $55,000 for the three and six months ended June 30, 2020 by the weighted average number of Class A redeemable ordinary shares outstanding for the period. Net loss per share, basic and diluted, for Class B non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares of approximately $55,000, by the weighted average number of Class B non-redeemable ordinary shares outstanding for the period. Class B non-redeemable ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s condensed financial statements. |
Public Offering
Public Offering | 6 Months Ended |
Jun. 30, 2020 | |
Public Offering | |
Public Offering | Note 3 — Public Offering Pursuant to the Initial Public Offering, the Company sold 69,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 9,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On December 27, 2019, the Company issued one of its Class B ordinary shares, for no consideration. On January 17, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 11,500,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On April 24, 2020, May 8, 2020 and May 13, 2020, the Company effected share capitalizations resulting in the initial shareholders holding 17,250,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share capitalizations. The Founder Shares included up to 2,250,000 shares that were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial shareholders did not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option, 2,250,000 Founder Shares are no longer subject to forfeiture. The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell their Founder Shares until the earlier of (i) one year after the completion of the Company’s Business Combination and (ii) subsequent to a Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the Company’s Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 10,533,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $15,800,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will expire worthless. Promissory Note – Related Party On January 13, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an or aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2020 and the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $274,059 was repaid upon the closing of the Initial Public Offering on May 18, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2020, the Company had no outstanding borrowings under the Working Capital Loans. Administrative Support Agreement The Company entered into an agreement, commencing on May 13, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. For the three and six months ended June 30, 2020, the Company incurred $20,000 in fees for these services. As of June 30, 2020 $10,000 is included within accrued expenses on the condensed balance sheet. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2020 | |
Commitments | |
Commitments | Note 5 — Commitments Risks and Uncertainties Management is currently evaluating the impact of the COVID‑19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration and shareholder rights agreement entered into on May 18, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $12,900,000, net of the $900,000 reimbursed by the underwriters to the Company for expenses incurred in connection with the Initial Public Offering. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $24,150,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2020 | |
Shareholders' Equity | |
Shareholders' Equity | Note 6 — Shareholders’ Equity Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 400,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At June 30, 2020, there were 2,695,607 Class A ordinary shares issued and outstanding, excluding 66,304,393 Class A ordinary shares subject to possible redemption. At December 31, 2019, there were no Class A ordinary shares issued or outstanding. Class B Ordinary Shares — The Company is authorized to issue 40,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. At June 30, 2020 and December 31, 2019, there were 17,250,000 and one Class B ordinary shares issued and outstanding, respectively. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the election of directors prior to the Company’s initial Business Combination and holders of a majority of the Company’s Class B ordinary shares may remove a member of the board of directors for any reason. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof on a one-for-one basis, subject to adjustment as follows. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of a Business Combination at a ratio such that the total number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of ordinary shares issued and outstanding upon completion of this offering, plus the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any warrants issued in a private placement to the Sponsor or an affiliate of the Sponsor upon conversion of Working Capital Loans. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a Public Warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the Company’s initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the Public Warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Public Warrants (except as described herein with respect to the Private Placement Warrants): · in whole and not in part; · at a price of $0.01 per warrant; · upon a minimum of 30 days’ prior written notice of redemption; and · if, and only if, the reported closing price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30‑trading day period ending three trading days prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30‑day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: · in whole and not in part; · at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares; · if, and only if, the last reported sale price (the “closing price”) of the Company’s Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30‑trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and · if the closing price of the Class A ordinary shares for any 20 trading days within a 30‑trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company has not completed a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable (except as described above under “Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00”) so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable under all redemption scenarios by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | Note 7 — Fair Value Measurements At June 30, 2020, assets held in the Trust Account were comprised of $690,054,727 in money market funds which are invested primarily in U.S. Treasury Securities. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, Description Level 2020 Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 690,054,727 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events | |
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on May 15, 2020, as well as the Company’s Current Reports on Form 8‑K, as filed with the SEC on May 19, 2020 and May 22, 2020. The interim results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2020, there are 66,304,393 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $37,748,594 were charged to shareholders’ equity upon the completion of the Initial Public Offering. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2020 and December 31, 2019, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share". Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 33,533,333 shares of Class A ordinary shares in the aggregate. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account of approximately $55,000 for the three and six months ended June 30, 2020 by the weighted average number of Class A redeemable ordinary shares outstanding for the period. Net loss per share, basic and diluted, for Class B non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares of approximately $55,000, by the weighted average number of Class B non-redeemable ordinary shares outstanding for the period. Class B non-redeemable ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed balance sheets, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s condensed financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Measurements | |
Schedule of Company's assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, Description Level 2020 Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 690,054,727 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | May 18, 2020 | Jun. 30, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Payments of offering costs | $ 135,036 | |
Reimbursement by underwriters | $ 900,000 | |
Minimum percentage of fair market value on net assets in Trust Account in initial business combination | 80.00% | |
Minimum net tangible assets to be maintained to consummation of business combination. | $ 5,000,001 | |
Maximum interest to pay dissolution expenses | $ 100,000 | |
IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued | 69,000,000 | 69,000,000 |
Share price | $ 10 | $ 10 |
Proceeds from issuance of shares | $ 690,000,000 | |
Payments of offering costs | $ 37,748,594 | |
Underwriting fees | 12,900,000 | |
Reimbursement by underwriters | 900,000 | |
Deferred underwriting fees | 24,150,000 | |
Other offering costs | 698,594 | |
Cash held outside of Trust Account | $ 2,140,755 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued | 9,000,000 | 9,000,000 |
Private Placement | Sponsor | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued (in shares) | 10,533,333 | |
Price of warrants | $ 1.50 | |
Proceeds from issuance of warrants | $ 15,800,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Ordinary Shares Subject to Possible Redemption (Details) | Jun. 30, 2020shares |
Summary of Significant Accounting Policies | |
Shares subject to possible redemption | 66,304,393 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Offering Costs (Details) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |
Offering costs | $ 135,036 |
IPO | |
Subsidiary, Sale of Stock [Line Items] | |
Offering costs | $ 37,748,594 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Unrecognized Tax Benefits | $ 0 | $ 0 |
Accrued for interest and penalties | 0 | 0 |
Tax provision | $ 0 | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Net Income (Loss) Per Ordinary Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Interest earned on investments held in Trust Account | $ 54,727 | $ 54,727 |
Class A common stock | Private Placement Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded since their inclusion would be anti-dilutive | 33,533,333 |
Public Offering (Details)
Public Offering (Details) - $ / shares | May 18, 2020 | Jun. 30, 2020 | Jun. 30, 2020 |
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 69,000,000 | 69,000,000 | |
Share price | $ 10 | $ 10 | $ 10 |
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 9,000,000 | 9,000,000 | |
Class A common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 69,000,000 | ||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 1 | ||
Number of shares issuable per warrant | 0.33 | 0.33 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | May 13, 2020shares | May 08, 2020shares | Apr. 24, 2020shares | Jan. 17, 2020USD ($)$ / sharesshares | Dec. 27, 2019USD ($)shares | Jun. 30, 2020item$ / shares | Dec. 31, 2019$ / shares |
Related Party Transaction [Line Items] | |||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | ||||||
Class B common stock | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued (in shares) | shares | 1 | ||||||
Proceeds from issue of shares | $ | $ 0 | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Class B common stock | Sponsor | Founder shares | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued (in shares) | shares | 11,500,000 | ||||||
Proceeds from issue of shares | $ | $ 25,000 | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Number of shares held (in shares) | shares | 17,250,000 | 17,250,000 | 17,250,000 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | 20.00% | 20.00% | ||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item | 20 | ||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item | 30 | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||
Class B common stock | Sponsor | Maximum | Founder shares | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares subject to forfeiture (in shares) | shares | 2,250,000 | 2,250,000 | 2,250,000 | ||||
Class A common stock | |||||||
Related Party Transaction [Line Items] | |||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Class A common stock | Sponsor | Founder shares | |||||||
Related Party Transaction [Line Items] | |||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 |
Related Party Transactions - Pr
Related Party Transactions - Private Placement (Details) | 6 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Class A common stock | |
Related Party Transaction [Line Items] | |
Number of shares per warrant (in shares) | shares | 0.33 |
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 |
Sponsor | Private Placement | |
Related Party Transaction [Line Items] | |
Number of warrants issued (in shares) | shares | 10,533,333 |
Price of warrants (in dollars per share) | $ / shares | $ 1.50 |
Aggregate purchase price | $ | $ 15,800,000 |
Sponsor | Private Placement | Class A common stock | |
Related Party Transaction [Line Items] | |
Number of shares per warrant (in shares) | shares | 1 |
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 |
Related Party Transactions - Ot
Related Party Transactions - Other Transactions (Details) - USD ($) | Jun. 30, 2020 | May 18, 2020 | May 13, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Jan. 13, 2020 |
Related Party Transaction [Line Items] | ||||||
Repayment of promissory note - related party | $ 274,059 | |||||
Promissory Note with Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||
Repayment of promissory note - related party | $ 274,059 | |||||
Related Party Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum loans convertible into warrants | $ 1,500,000 | $ 1,500,000 | 1,500,000 | |||
Price of warrants (in dollars per share) | $ 1.50 | |||||
Outstanding balance | $ 0 | 0 | 0 | |||
Administrative Support Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Monthly fee payable to Sponsor | $ 10,000 | |||||
Expenses incurred | 20,000 | 20,000 | ||||
Expenses included in accrued expenses | $ 10,000 | $ 10,000 | $ 10,000 |
Commitments (Details)
Commitments (Details) | 6 Months Ended |
Jun. 30, 2020USD ($)item$ / shares | |
Commitments | |
Maximum number of demands for registration of securities | item | 3 |
Cash underwriting discount (as a percent) | 2.00% |
Cash underwriting discount paid, net of expenses reimbursed | $ 12,900,000 |
Expenses reimbursed by the underwriter | $ 900,000 |
Deferred fee per unit | $ / shares | $ 0.35 |
Deferred underwriting fee payable | $ 24,150,000 |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Stock (Details) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Shareholders' Equity | ||
Preferred shares, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued (in shares) | 0 | 0 |
Preferred shares, shares outstanding (in shares) | 0 | 0 |
Shareholders' Equity - Ordinary
Shareholders' Equity - Ordinary Shares (Details) | 6 Months Ended | |
Jun. 30, 2020Vote$ / sharesshares | Dec. 31, 2019Vote$ / sharesshares | |
Class of Stock [Line Items] | ||
Shares subject to possible redemption | 66,304,393 | |
Class A common stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | 1 |
Common shares, shares issued (in shares) | 2,695,607 | 0 |
Common shares, shares outstanding (in shares) | 2,695,607 | 0 |
Shares subject to possible redemption | 66,304,393 | 0 |
Common stock issuable upon conversion pursuant to Initial Business Combination, as a percent of outstanding shares | 20.00% | |
Class B common stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | 1 |
Common shares, shares issued (in shares) | 17,250,000 | 1 |
Common shares, shares outstanding (in shares) | 17,250,000 | 1 |
Number of Class A common stock issued upon conversion of each share (in shares) | 1 |
Shareholders' Equity - Warrants
Shareholders' Equity - Warrants (Details) | 6 Months Ended |
Jun. 30, 2020item$ / shares | |
Class of Warrant or Right [Line Items] | |
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination | $ / shares | $ 9.20 |
Percentage of gross proceeds on total equity proceeds | 60.00% |
Threshold trading days for calculating Market Value | 20 |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Public Warrants exercisable term after the completion of a business combination | 30 days |
Public Warrants exercisable term from the closing of the initial public offering | 12 months |
Public Warrants expiration term | 5 years |
Threshold maximum period for filing registration statement after initial business combination | 20 days |
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis | 60 days |
Public Warrants | Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18 |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Threshold trading days for redemption of public warrants | 20 |
Threshold consecutive trading days for redemption of public warrants | 30 |
Threshold number of business days before sending notice of redemption to warrant holders | 3 |
Redemption period | 30 days |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% |
Public Warrants | Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 10 |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.10 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Threshold trading days for redemption of public warrants | 20 |
Threshold consecutive trading days for redemption of public warrants | 30 |
Threshold number of business days before sending notice of redemption to warrant holders | 3 |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180.00% |
Private Placement Warrants | Redemption of Warrants when the price per Class A Ordinary Share is less than $18.00 | |
Class of Warrant or Right [Line Items] | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18 |
Threshold trading days for redemption of public warrants | 20 |
Threshold consecutive trading days for redemption of public warrants | 30 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Jun. 30, 2020USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Marketable securities held in Trust Account - U.S. Treasury Securities Money Market Fund | $ 690,054,727 |
Level 1 | Recurring | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Marketable securities held in Trust Account - U.S. Treasury Securities Money Market Fund, fair value | $ 690,054,727 |