Skillz (SKLZ) 10-Q 7 May 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 07, 2020
Document Information [Line Items]
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Entity Registrant Name	Flying Eagle Acquisition Corp.
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Entity Small Business	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001801661
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Trading Symbol	FEAC
Amendment Flag	false
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		69,000,000
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		17,250,000

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEET	Mar. 31, 2020USD ($)
Current assets:
Cash and cash equivalents	$ 1,189,052
Total current assets	1,189,052
Cash and investments held in Trust Account	690,207,664
Total assets	691,396,716
Current liabilities:
Accounts payable and accrued expenses	395,203
Promissory note payable	230,885
Total current liabilities	626,088
Deferred underwriting compensation	24,150,000
Total liabilities	24,776,088
Class A common shares subject to possible redemptions; 66,162,062 shares at redemption value of approximately $10.00 per share	661,620,620
Stockholders' equity:
Additional Paid in Capital	4,865,929
Retained earnings	132,070
Total Stockholders' Equity	5,000,008
Total liabilities and stockholders' equity	691,396,716
Class A common stock
Stockholders' equity:
Common stock	284
Class B common stock
Stockholders' equity:
Common stock	$ 1,725

CONDENSED BALANCE SHEET (Parent

CONDENSED BALANCE SHEET (Parenthetical)	Mar. 31, 2020$ / sharesshares
Preferred shares, par value | $ / shares	$ 0.0001
Preferred shares, shares authorized	1,000,000
Preferred shares, shares issued	0
Preferred shares, shares outstanding	0
Common shares, par value | $ / shares	$ 0.0001
Class A common stock
Shares subject to possible redemption	66,162,062
Shares subject to possible redemption, par value per share | $ / shares	$ 10
Common shares, par value | $ / shares	$ 0.0001
Common shares, shares authorized	380,000,000
Class B common stock
Common shares, par value | $ / shares	$ 0.0001
Common shares, shares authorized	20,000,000
Common Stock, Shares, Issued	17,250,000
Common Stock, Shares, Outstanding	17,250,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS	3 Months Ended
	Mar. 31, 2020USD ($)$ / sharesshares
General and administrative expenses	$ 41,476
Loss from operations	(41,476)
Other income - interest on Trust Account	207,664
Income before provision for income tax	166,188
Provision for income tax	(34,118)
Net income	$ 132,070
Class A common stock
Two Class Method:
Basic and diluted weighted average shares outstanding | shares	69,000,000
Basic and diluted net income per share | $ / shares	$ 0
Class B common stock
Two Class Method:
Basic and diluted weighted average shares outstanding | shares	17,250,000
Basic and diluted net income per share | $ / shares	$ 0

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2020 - USD ($)		Common StockClass A common stock	Common StockClass B common stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Jan. 14, 2020		$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Jan. 14, 2020		0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock to initial shareholder at approximately $0.002 per share	[1]		$ 1,725	23,275		25,000
Issuance of common stock to initial shareholder at approximately $0.002 per share (in shares)	[1]		17,250,000
Sale of Units to the public at $10.00 per unit		$ 6,900		689,993,100		690,000,000
Sale of Units to the public at $10.00 per unit (in shares)		69,000,000
Underwriters' discount and offering expenses				(38,586,442)		(38,586,442)
Sale of 10,033,333 Private Placement Warrants at $1.50 per warrant				15,050,000		15,050,000
Proceeds subject to possible redemption		$ (6,616)		(661,614,004)		(661,620,620)
Proceeds subject to possible redemption (in shares)		(66,162,062)
Net income					132,070	132,070
Balance at Mar. 31, 2020		$ 284	$ 1,725	$ 4,865,929	$ 132,070	$ 5,000,008
Balance at the ending (in shares) at Mar. 31, 2020		2,837,938	17,250,000
[1]	All shares and the associated amounts have been retroactively restated to reflect a 1:1.25 stock split of each outstanding share of Class B common stock in February 2020 and a 1:1.2 stock split of each outstanding share of Class B common stock in March 2020 (see Note 4).

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2020
Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract]
Net income	$ 132,070
Adjustments to reconcile net income to net cash used in operating activities:
Trust income reinvested in Trust Account	(207,664)
Changes in assets and liabilities:
Accounts payable	74,666
Net cash used in operating activities	(928)
Investing activities
Principal deposited in Trust Account	(690,000,000)
Net cash used in investing activities	(690,000,000)
Financing activities
Proceeds from issuance of warrants	15,050,000
Proceeds from sale of Class A ordinary shares	690,000,000
Payment of underwriters' discount	(13,800,000)
Advances received from Promissory note	230,885
Net cash used in financing activities	691,189,980
Increase in cash and cash equivalents during period	1,189,052
Cash and equivalents at end of period	1,189,052
Supplemental disclosure of non-cash financing activities:
Deferred underwriting compensation	24,150,000
Class A common stock subject to possible redemption	661,620,620
Formation and offering costs paid by sponsor in exchange for founder shares	25,000
Deferred offering costs included in accounts payable	$ 320,537

Organization and Business Opera

Organization and Business Operations	3 Months Ended
	Mar. 31, 2020
Organization and Business Operations
Organization and Business Operations	1. Organization and Business Operations Incorporation Flying Eagle Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on January 15, 2020. Sponsor The Company’s sponsor is Eagle Equity Partners II, LLC, a Delaware limited liability company (the “Sponsor”). Harry E. Sloan, the Company’s Chief Executive Officer and Chairman, and Eli Baker, the Company’s President, Chief Financial Officer and Secretary, are members of the Sponsor. Fiscal Year End The Company has selected December 31 as its fiscal year end. Business Purpose The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses that it has not yet selected (“Business Combination”). The Company has neither engaged in any operations nor generated significant revenue to date. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its initial public offering of Units (the “Public Offering”), although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward completing a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully complete a Business Combination. Financing The Sponsor intends to finance a Business Combination in part with proceeds from the $690,000,000 Public Offering and an approximately $15,050,000 private placement (the “Private Placement”), see Notes 3 and 4. The registration statement for the Public Offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on March 5, 2020. The Company consummated the Public Offering of 69,000,000 units, including the issuance of 9,000,000 units as a result of the underwriters’ exercise of their over-allotment option in full (the “Units”), at $10.00 per Unit on March 10, 2020, generating gross proceeds of $690,000,000. Simultaneously with the closing of the Public Offering, the Company consummated the Private Placement of an aggregate of 10,033,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant. Upon the closing of the Public Offering and Private Placement, $690,000,000 from the net proceeds of the Public Offering and the Private Placement was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). Trust Account The proceeds held in the Trust Account were invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. The Company’s second amended and restated certificate of incorporation (the “Charter”) provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to fund working capital requirements (subject to an aggregate limit of $1,000,000) and/or to pay taxes, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any of the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) included in the Units sold in the Public Offering properly submitted in connection with a stockholder vote to amend the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the common stock included in the Units being sold in the Public Offering if the Company does not complete the Business Combination within 24 months from the closing of the Public Offering or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity or (iii) the redemption of 100% of the shares of Class A Common Stock included in the Units sold in the Public Offering if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements (subject to an aggregate limit of $1,000,000) and/or to pay taxes, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements and/or to pay taxes. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Company’s initial Business Combination and after payment of underwriters’ fees and commissions. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a stockholder vote in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account but not previously released to the Company to fund its working capital requirements (subject to an aggregate limit of $1,000,000) and/or to pay taxes. As a result, such common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with FASB, ASC 480, “Distinguishing Liabilities from Equity”. The Company has 24 months from the closing of the Public Offering to complete its Business Combination (or until March 10, 2022). If the Company does not complete a Business Combination within this period of time, it will (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 for a per share pro rata portion of the Trust Account, including interest, but less income taxes payable (less up to $100,000 of such net interest 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 executive officers and independent directors (the “initial stockholders”) 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 initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of Class A Common Stock, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act of 1933, as amended (the “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 an 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, we, 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 statements 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 accountant standards used.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2020
Significant Accounting Policies
Significant Accounting Policies	2. Significant Accounting Policies Basis of Presentation These unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for the period ended March 31, 2020. Operating results for the period ended March 31, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020 and should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s prospectus filed with the SEC on March 5, 2020, and the Company’s audited balance sheet and notes thereto included in the Company’s Form 8‑K filed with the SEC on March 10, 2020. Net Income (Loss) Per Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering (including the over-allotment) and private placement warrants to purchase approximately 17,250,000 and 10,033,333 shares of the Company’s Class A common stock, respectively, in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statement of operations includes a presentation of net income per share for common shares subject to redemption in a manner similar to the two-class method of net income (loss) per share. Net income (loss) per common share for basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account of $207,664, net of franchise taxes of $40,548, working capital up to an aggregate limit of $1,000,000, and income taxes of $34,118, by the weighted average number of Class A common stock since issuance. Net loss per common share for basic and diluted for Class B common stock is calculated by dividing the net loss, which excludes income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Use of Estimates The preparation of 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 revenue and expenses during the reporting period. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming events. Actual results could differ from those estimates. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Class A Common Stock Subject to Possible Redemption As discussed in Note 1, all of the 69,000,000 shares of Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of shares of Class A common stock under the Charter. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security 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 FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its Charter provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A common stock shall be affected by charges against additional paid in capital. Accordingly, at March 31, 2020, 66,162,062 of the 69,000,000 shares of Class A common stock included in the Units were classified outside of permanent equity at approximately $10.00 per share. Offering Costs The Company complies with the requirements of the ASC 340‑10‑S99‑1. Offering costs of $38,586,442 consisting principally of underwriters' discounts of $37,950,000 (including $24,150,000 of which payment is deferred) and $636,442 of professional, printing, filing, regulatory and other costs incurred through March 31, 2020 that were related to the Public Offering were charged to additional paid-in capital upon completion of the Public Offering. Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 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. There were no unrecognized tax benefits as of March 31, 2020. FASB ASC 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s current taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the period from January 15, 2020 (inception) through March 31, 2020, the Company recorded income tax expense of approximately $34,000. Recent Accounting Pronouncements 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.

Public Offering

Public Offering	3 Months Ended
	Mar. 31, 2020
Public Offering
Public Offering	3. Public Offering Public Units In the Public Offering, which closed March 10, 2020, the Company sold 69,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A Common Stock and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each whole Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share. Each Warrant will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of the Public Offering. The exercise price and number of shares of Class A Common Stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. The Company granted the underwriters a 45‑day option to purchase up to 9,000,000 additional Units to cover any over-allotment, at the Public Offering price less the underwriting discounts and commissions. The Company issued 9,000,000 Units in connection with the underwriters’ exercise of the over-allotment option in full. Underwriting Commissions The Company paid an underwriting discount of $13,800,000 ($0.20 per Unit sold) to the underwriters at the closing of the Public Offering on March 10, 2020, with an additional fee (“Deferred Discount”) of $24,150,000 ($0.35 per Unit sold) payable upon the Company’s completion of an initial Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2020
Related Party Transactions
Related Party Transactions	4. Related Party Transactions Founder Shares On January 15, 2020, the Sponsor received 11,500,000 shares of Class B common stock (the “Founder Shares”) in exchange for a capital contribution of $25,000, or approximately $0.002 per share. The Founder Shares are identical to the shares of Class A Common Stock included in the Units sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. On February 10, 2020, the Company effected a 1:1.25 stock split of the Founder Shares, resulting in the Sponsor holding 14,375,000 Founder Shares. On March 2, 2020, the Sponsor transferred 20,000 Founder Shares to each of Scott M. Delman and Joshua Kazam, directors of the Company, (together with the Sponsor, the “initial stockholders”) for an aggregate purchase price of $80 (the same per-share price initially paid by the Sponsor), resulting in the Sponsor holding 14,335,000 Founder Shares and each of Messrs. Delman and Kazam holding 20,000 Founder Shares. On March 5, 2020, the Company effected a 1:1.2 stock split of the Founder Shares, resulting in the Sponsor holding an aggregate of 17,210,000 Founder Shares and each of Messrs. Delman and Kazam holding 20,000 Founder Shares, for a total of 17,250,000 Founder Shares outstanding. The shares and the associated amounts have been retroactively restated to reflect the 1:1.25 stock split of each outstanding share of Class B common stock in February 2020 and the 1:1.2 stock split in March 2020. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock 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 initial Business Combination, and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Private Placement Warrants In conjunction with the Public Offering, the Sponsor purchased an aggregate of 10,033,333 Private Placement Warrants, at a price of $1.50 per warrant (approximately $15,050,000 in the aggregate) in the Private Placement. 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 such that at closing of the Public Offering, $690,000,000 was placed in the Trust Account. The Private Placement Warrants (including the shares of common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they are non-redeemable for cash so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable for cash by the Company and exercisable by such holders on the same basis as the warrants included in the Units sold in the Public Offering. Otherwise, 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 and have no net cash settlement provisions. If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Warrants issued to the Sponsor will expire worthless. Registration Rights 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 common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loans The Sponsor agreed to loan the Company up to an aggregate of $300,000 by the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. The Note was payable without interest on the earlier of December 31, 2020 or the completion of the Public Offering. As of March 31, 2020, there was $230,885 outstanding under the Note. Administrative Services Agreement The Company entered into an administrative services agreement in which the Company will reimburse an affiliate of the Sponsor for office space, utilities and secretarial and administrative services provided to members of the Company’s management team in an amount not to exceed $15,000 per month. For the period from January 15, 2020 (inception) through March 31, 2020, the Company incurred no administrative services expenses under the arrangement. The administrative services fee will commence April 1, 2020. Working Capital Loans In order to finance transaction costs in connection with an intended initial 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. Up to $1,500,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. The terms of such loans have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under any working capital loan.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2020
Commitments and Contingencies
Commitments and Contingencies	5. Commitments and Contingencies Underwriting Agreement The Company is committed to pay the Deferred Discount totaling $24,150,000, or 3.5% of the gross offering proceeds of the Public Offering, to the underwriters upon the Company’s consummation of a Business Combination. The underwriters will not be entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriters if there is no Business Combination. 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, or its target’s, financial position, results of its operations and/or completion of the Business Combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Trust Account

Trust Account	3 Months Ended
	Mar. 31, 2020
Trust Account
Trust Account	6. Trust Account 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: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, Description Level 2020 Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 690,207,664 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from January 15, 2020 (inception) to March 31, 2020. Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

Stockholders Equity

Stockholders Equity	3 Months Ended
	Mar. 31, 2020
Stockholders Equity
Stockholders Equity	7. Stockholders’ Equity Class A Common Stock  - The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of March 31, 2020, there were 69,000,000 shares of Class A common stock issued and outstanding of which, 66,162,062 were classified outside of permanent equity. Class B Common Stock  - The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. As of March 31, 2020, there were 17,250,000 shares of Class B common stock issued and outstanding. Preferred stock  - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of March 31, 2020, there were no shares of preferred stock issued or outstanding. Warrants —  Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of  (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A Common Stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement relating to the Warrants. If a registration statement covering the shares of Class A Common Stock issuable upon exercise of the Warrants is not effective by the sixtieth (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. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Public Offering, except that the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than their initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may call the Warrants for redemption (except with respect to the Private Placement Warrants): · in whole and not in part; · at a price of $0.01 per warrant; · upon a minimum of 30 days’ prior written notice of redemption; and · if, and only if, the last reported closing price of the Class A Common Stock equals or exceeds $18.00 per share 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. Additionally, commencing ninety days after the Warrants become exercisable, the Company may redeem its outstanding Warrants in whole and not in part, for the number of Class A ordinary shares determined by reference to the table set forth in the Company’s prospectus relating to the Public Offering based on the redemption date and the “fair market value” of the Class A Common Stock, upon a minimum of 30 days’ prior written notice of redemption and if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders, if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A Common Stock) as the outstanding Warrants, as described above and if, and only if, there is an effective registration statement covering the shares of Class A Common Stock issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30‑day period after written notice of redemption is given. The “fair market value” of the shares of Class A Common Stock is the average last reported sale price of the Class A Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A Common Stock issuable upon exercise of the Warrants may be adjusted in certain circumstances. If the Company is unable to complete a Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless. In addition, if  (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (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 initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination, and (z) the volume weighted average trading price of the Class A Common Stock during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the Market Value. However, if the Company does not complete its initial Business Combination on or prior to March 10, 2022, the Warrants will expire at the end of such period.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2020
Subsequent Events.
Subsequent Events	8. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2020
Significant Accounting Policies
Basis of Presentation	Basis of Presentation These unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for the period ended March 31, 2020. Operating results for the period ended March 31, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020 and should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s prospectus filed with the SEC on March 5, 2020, and the Company’s audited balance sheet and notes thereto included in the Company’s Form 8‑K filed with the SEC on March 10, 2020.
Net Income (Loss) Per Share	Net Income (Loss) Per Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering (including the over-allotment) and private placement warrants to purchase approximately 17,250,000 and 10,033,333 shares of the Company’s Class A common stock, respectively, in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statement of operations includes a presentation of net income per share for common shares subject to redemption in a manner similar to the two-class method of net income (loss) per share. Net income (loss) per common share for basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account of $207,664, net of franchise taxes of $40,548, working capital up to an aggregate limit of $1,000,000, and income taxes of $34,118, by the weighted average number of Class A common stock since issuance. Net loss per common share for basic and diluted for Class B common stock is calculated by dividing the net loss, which excludes income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.
Use of Estimates	Use of Estimates The preparation of 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 revenue and expenses during the reporting period. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming events. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption As discussed in Note 1, all of the 69,000,000 shares of Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of shares of Class A common stock under the Charter. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security 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 FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its Charter provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A common stock shall be affected by charges against additional paid in capital. Accordingly, at March 31, 2020, 66,162,062 of the 69,000,000 shares of Class A common stock included in the Units were classified outside of permanent equity at approximately $10.00 per share.
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340‑10‑S99‑1. Offering costs of $38,586,442 consisting principally of underwriters' discounts of $37,950,000 (including $24,150,000 of which payment is deferred) and $636,442 of professional, printing, filing, regulatory and other costs incurred through March 31, 2020 that were related to the Public Offering were charged to additional paid-in capital upon completion of the Public Offering.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 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. There were no unrecognized tax benefits as of March 31, 2020. FASB ASC 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s current taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the period from January 15, 2020 (inception) through March 31, 2020, the Company recorded income tax expense of approximately $34,000.
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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.

Trust Account (Tables)

Trust Account (Tables)	3 Months Ended
	Mar. 31, 2020
Trust Account
Summary of fair values of investments	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, Description Level 2020 Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 690,207,664

Organization and Business Ope_2

Organization and Business Operations - Financing (Details) - USD ($)	Mar. 10, 2020	Mar. 31, 2020	Mar. 31, 2020	Mar. 05, 2020
Significant Accounting Policies
Proceeds from issuance of shares			$ 690,000,000
Proceeds from issuance of warrants			$ 15,050,000
Price per share		$ 10	$ 10	$ 12
Number of warrants to purchase shares issued		10,033,333	10,033,333
Exercise price of warrants		$ 1.50	$ 1.50
Principal deposited in Trust Account			$ 690,000,000
Public Offering
Significant Accounting Policies
Proceeds from issuance of shares			$ 690,000,000
Number of shares issued	69,000,000		69,000,000
Price per share	$ 10
Private Placement
Significant Accounting Policies
Proceeds from issuance of warrants		$ 15,050,000	$ 15,050,000
Number of shares issued			69,000,000
Number of warrants to purchase shares issued		10,033,333	10,033,333
Exercise price of warrants		$ 1.50	$ 1.50
Principal deposited in Trust Account		$ 690,000,000
Over-allotment
Significant Accounting Policies
Number of shares issued			9,000,000

Organization and Business Ope_3

Organization and Business Operations - Trust Account (Details)	3 Months Ended
	Mar. 31, 2020USD ($)$ / shares
Organization and Business Operations
Annual limit to fund working capital requirements	$ 1,000,000
Common shares, par value | $ / shares	$ 0.0001
Obligation to redeem common stock included in the units being sold in the public offering (as a percent)	100.00%
Threshold period from closing of public offering the company is obliated to complete business combination	24 months
Redemption of common stock included in the units sold in public offering (as a percent)	100.00%
Threshold period from closing of public offering the company is unable to complete business combination	24 months
Cash equal to pro rata share calculated based on business days prior to consummation of business combination (in days)	2 days
Cash equal to pro rata share calculated based on business days prior to consummation of tender offer (in days)	2 days
Minimum net tangible assets upon consummation of the Company's initial Business Combination and after payment of underwriters? fees and commissions	$ 5,000,001
Threshold business days for redemption of shares of trust account	10 days
Maximum net interest to pay dissolution expenses	$ 100,000

Significant Accounting Polici_3

Significant Accounting Policies - Net income (loss) per share (Details)	3 Months Ended
	Mar. 31, 2020USD ($)shares
Significant Accounting Policies
Interest income earned on Trust Account	$ 207,664
Franchise taxes	40,548
Aggregate limit of working capital	1,000,000
Income tax expense	$ 34,118
Private placement warrants
Significant Accounting Policies
Shares excluded since their inclusion would be anti-dilutive | shares	17,250,000
Public Offering
Significant Accounting Policies
Shares excluded since their inclusion would be anti-dilutive | shares	10,033,333

Significant Accounting Polici_4

Significant Accounting Policies - Class A common stock subject to possible redemption (Details) - USD ($)	Mar. 10, 2020	Mar. 31, 2020
Significant Accounting Policies
Minimum net tangible assets upon consummation of the Company's initial Business Combination and after payment of underwriters? fees and commissions		$ 5,000,001
Public Offering
Significant Accounting Policies
Number of shares issued	69,000,000	69,000,000
Minimum net tangible assets upon consummation of the Company's initial Business Combination and after payment of underwriters? fees and commissions		$ 5,000,001
Shares subject to possible redemption		66,162,062
Shares subject to possible redemption, par value per share		$ 10

Significant Accounting Polici_5

Significant Accounting Policies - Offering costs and income taxes (Details)	3 Months Ended
	Mar. 31, 2020USD ($)
Offering Costs
Underwriters discounts	$ 37,950,000
Deferred discount	24,150,000
Professional, printing, filing, regulatory and other costs incurred	636,442
Income Taxes
Unrecognized tax benefits	0
Amounts accrued for the payment of interest and penalties	0
Income tax expense	$ 34,118

Public Offering (Details)

Public Offering (Details) - USD ($)	Mar. 10, 2020	Mar. 31, 2020	Mar. 31, 2020	Mar. 05, 2020
Public Offering
Price per unit		$ 10	$ 10	$ 12
Warrants exercisable term after the completion of a business combination	30 days	30 days
Warrants exercisable term from the closing of the public offering	12 months	12 months
Payments of underwriting discount			$ 13,800,000
Deferred underwriting compensation		$ 24,150,000	$ 24,150,000
Class A common stock
Public Offering
Number of shares authorized		380,000,000	380,000,000
Price per unit		$ 10	$ 10
Public Offering
Public Offering
Sale of Units to the public at $10.00 per unit (in shares)	69,000,000		69,000,000
Price per unit	$ 10
Number of warrants in a unit	0.25
Payments of underwriting discount	$ 13,800,000
Underwriting discount per unit	$ 0.20
Deferred underwriting compensation	$ 24,150,000
Deferred underwriting discount per unit	$ 0.35
Public Offering | Class A common stock
Public Offering
Price per unit	$ 11.50
Number of Shares Issued Per Unit	1
Number of shares issuable per warrant	1
Over-allotment
Public Offering
Number of shares authorized	9,000,000
Sale of Units to the public at $10.00 per unit (in shares)			9,000,000
Number of Shares Issued Per Unit	9,000,000

Related Party Transactions - Fo

Related Party Transactions - Founder shares (Details)		Mar. 05, 2020$ / sharesshares	Mar. 02, 2020USD ($)shares	Feb. 10, 2020shares	Jan. 15, 2020USD ($)$ / sharesshares	Mar. 31, 2020$ / sharesshares	Mar. 31, 2020USD ($)$ / sharesshares
Related Party Transactions
Capital contribution by sponsor | $	[1]						$ 25,000
Number of founder shares outstanding		17,250,000
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
Price per share | $ / shares		$ 12				$ 10	$ 10
Closing price of share for threshold trading days		20 days				20 days
Closing price of share for threshold consecutive trading days		30 days				30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Sponsor
Related Party Transactions
Stock split		0.83		0.80
Number of shares held by sponsor		17,210,000	14,335,000	14,375,000
Transfer of shares to initial stockholder			20,000
Aggregate purchase price | $			$ 80
Messrs. Delman
Related Party Transactions
Number of shares held by sponsor		20,000	20,000
Kazam
Related Party Transactions
Number of shares held by sponsor		20,000	20,000
Class B common stock
Related Party Transactions
Number of founder shares outstanding						17,250,000	17,250,000
Class B common stock | Sponsor
Related Party Transactions
Number of shares issued to sponsor					11,500,000
Capital contribution by sponsor | $					$ 25,000
Capital contribution by sponsor per share | $ / shares					$ 0.002
[1]	All shares and the associated amounts have been retroactively restated to reflect a 1:1.25 stock split of each outstanding share of Class B common stock in February 2020 and a 1:1.2 stock split of each outstanding share of Class B common stock in March 2020 (see Note 4).

Related Party Transactions - Pr

Related Party Transactions - Private placement warrants (Details) - USD ($)	Mar. 05, 2020	Mar. 31, 2020	Mar. 31, 2020
Related Party Transactions
Number of warrants to purchase shares issued		10,033,333	10,033,333
Exercise price of warrants		$ 1.50	$ 1.50
Proceeds from issuance of warrants			$ 15,050,000
Price per unit	$ 12	10	$ 10
Principal deposited in Trust Account			$ 690,000,000
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
Class A common stock
Related Party Transactions
Price per unit		$ 10	$ 10
Private Placement
Related Party Transactions
Number of warrants to purchase shares issued		10,033,333	10,033,333
Exercise price of warrants		$ 1.50	$ 1.50
Proceeds from issuance of warrants		$ 15,050,000	$ 15,050,000
Principal deposited in Trust Account		$ 690,000,000
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
Private Placement | Class A common stock
Related Party Transactions
Number of shares issuable per warrant		1	1
Price per unit		$ 11.50	$ 11.50

Related Party Transactions - Sp

Related Party Transactions - Sponsor loans administrative services agreement and working capital loans (Details)	3 Months Ended
	Mar. 31, 2020USD ($)$ / shares	Mar. 31, 2020USD ($)$ / shares
Sponsor Loans
Proceeds from issuance of an unsecured promissory note from sponsor	$ 300,000
promissory note outstanding	230,885	$ 230,885
Administrative Services Agreement
Maximum administrative services expenses per month	15,000
Total administrative services expenses		$ 0
Working Capital Loans
Maximum amount of working capital loans	$ 1,500,000
Exercise price of warrants | $ / shares	$ 1.50	$ 1.50
Borrowings under working capital loan	$ 0	$ 0

Commitments and Contingencies (

Commitments and Contingencies (Details)	3 Months Ended
	Mar. 31, 2020USD ($)
Commitments and Contingencies
Deferred discount	$ 24,150,000
Deferred discount as a percent of gross offering proceeds	3.50%

Trust Account (Details)

Trust Account (Details)	3 Months Ended
	Mar. 31, 2020USD ($)
Trust Account
Fair value assets level 1 to level 2 transfers	$ 0
Fair value assets level 2 to level 1 transfers	0
Fair value liabilities level 1 to level 2 transfers	0
Fair value liabilities level 2 to level 1 transfers	0
Fair value assets transferred into (out of) level 3	0
Fair value liabilities transferred into (out of) level 3	0
US Treasury and Government | Level 1
Trust Account
Fair Value	$ 690,207,664

Stockholders Equity (Details)

Stockholders Equity (Details)	Mar. 10, 2020	Mar. 05, 2020$ / sharesshares	Mar. 31, 2020Vote$ / sharesshares
Stockholders Equity
Common shares, par value			$ 0.0001
Common shares, shares outstanding | shares		17,250,000
Preferred shares, shares authorized | shares			1,000,000
Preferred shares, par value			$ 0.0001
Preferred shares, shares issued | shares			0
Preferred shares, shares outstanding | shares			0
Warrants exercisable term after the completion of a business combination	30 days		30 days
Warrants exercisable term from the closing of the public offering	12 months		12 months
Threshold period for filling registration statement after business combination			15 days
Warrants expiration term			5 years
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
Redemption price per warrant			$ 0.01
Threshold period for written notice of redemption			30 days
Redemption price of stock			$ 18
Closing price of share for threshold trading days		20 days	20 days
Closing price of share for threshold consecutive trading days		30 days	30 days
Redemption period after the warrants become exercisable			90 days
Price per share		$ 12	$ 10
Percentage of gross proceeds on total equity proceeds			50.00%
Adjustment of exercise price of warrants based on market value (as a percent)			115.00%
Adjustment of redemption price of stock based on market value (as a percent)			180.00%
Class A common stock
Stockholders Equity
Common shares, shares authorized | shares			380,000,000
Common shares, par value			$ 0.0001
Threshold period for written notice of redemption			30 days
Price per share			$ 10
Number of trading days on which fair market value of shares is reported			10 days
Class A common stock | Minimum
Stockholders Equity
Threshold period for written notice of redemption			30 days
Price per share			$ 9.20
Class B common stock
Stockholders Equity
Common shares, shares authorized | shares			20,000,000
Common shares, par value			$ 0.0001
Common shares, shares issued | shares			17,250,000
Common shares, shares outstanding | shares			17,250,000
Common shares, votes per share | Vote			1