Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2020 | |
Cover page | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Registrant Name | Flying Eagle Acquisition Corp. |
Entity Central Index Key | 0001801661 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET - USD ($) | Jun. 30, 2020 | Mar. 31, 2020 | Jan. 24, 2020 | Jan. 15, 2020 | Jan. 14, 2020 |
Current assets: | |||||
Cash and cash equivalents | $ 744,960 | $ 0 | |||
Prepaid expenses | 239,649 | ||||
Total current assets | 984,609 | ||||
Cash and investments held in Trust Account | 690,502,881 | ||||
Total Assets | 691,487,490 | 35,000 | |||
Current liabilities: | |||||
Accounts payable and accrued expenses | 748,590 | ||||
Total current liabilities | 748,590 | ||||
Deferred underwriting compensation | 24,150,000 | ||||
Total Liabilities | 24,898,590 | ||||
Class A common shares subject to possible redemptions; 66,158,889 shares at redemption value of approximately $10.00 per share | 661,588,890 | ||||
Stockholders' equity: | |||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | ||||
Additional paid-in capital | 4,795,409 | 23,275 | |||
Retained earnings | 202,592 | (928) | |||
Total Stockholders' Equity | 5,000,010 | $ 5,000,008 | 24,072 | $ 0 | $ 0 |
Total Liabilities and Stockholders' Equity | 691,487,490 | 35,000 | |||
Class A common stock | |||||
Stockholders' equity: | |||||
Common stock | 284 | 0 | |||
Class B common stock | |||||
Stockholders' equity: | |||||
Common stock | $ 1,725 | $ 1,725 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Jun. 30, 2020 | Mar. 05, 2020 | Jan. 24, 2020 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 | |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | |
Preferred shares, shares issued | 0 | 0 | |
Preferred shares, shares outstanding | 0 | 0 | |
Common shares, par value | $ 0.0001 | ||
Common Stock, Shares, Outstanding | 17,250,000 | ||
Class A common stock | |||
Shares subject to possible redemption | 66,158,889 | ||
Shares subject to possible redemption, par value per share | $ 10 | ||
Common shares, par value | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 380,000,000 | 380,000,000 | |
Common Stock, Shares, Issued | 2,841,111 | 0 | |
Common Stock, Shares, Outstanding | 2,841,111 | 0 | |
Class B common stock | |||
Common shares, par value | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 20,000,000 | 20,000,000 | |
Common Stock, Shares, Issued | 17,250,000 | 17,250,000 | |
Common Stock, Shares, Outstanding | 17,250,000 | 17,250,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | Jan. 24, 2020 | Jan. 24, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 |
Revenue | $ 0 | ||||
General and administrative expenses | 928 | $ 204,960 | $ 246,436 | ||
Loss from operations | (204,960) | (246,436) | |||
Other income - interest earned on Trust Account | 295,217 | 502,881 | |||
Income before provision for income taxes | 90,257 | 256,445 | |||
Provision for income taxes | (19,735) | (53,853) | |||
Net income | $ (928) | $ (928) | $ 70,522 | $ 132,070 | $ 202,592 |
Basic and diluted weighted average shares outstanding | 15,000,000 | ||||
Basic and diluted net income (loss) per share | $ 0 | ||||
Class A common stock | |||||
Basic and diluted weighted average shares outstanding | 69,000,000 | 69,000,000 | |||
Class B common stock | |||||
Basic and diluted weighted average shares outstanding | 17,250,000 | 17,250,000 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 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] | ||||||
Net income | (928) | |||||
Balance at Jan. 24, 2020 | $ 1,725 | 23,275 | (928) | 24,072 | ||
Balance at the ending (in shares) at Jan. 24, 2020 | 17,250,000 | |||||
Balance at Jan. 14, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | |
Balance at the beginning (in shares) at Jan. 14, 2020 | 0 | 0 | ||||
Balance at Jan. 15, 2020 | $ 0 | 0 | 0 | 0 | ||
Balance at the ending (in shares) at Jan. 15, 2020 | 0 | |||||
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 stockholder | [1] | $ 1,725 | 23,275 | 25,000 | ||
Issuance of common stock to initial stockholder (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 | ||||
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] | ||||||
Net income | 202,592 | |||||
Balance at Jun. 30, 2020 | $ 284 | $ 1,725 | 4,795,409 | 202,592 | 5,000,010 | |
Balance at the ending (in shares) at Jun. 30, 2020 | 2,841,111 | 17,250,000 | ||||
Balance at Jan. 15, 2020 | $ 0 | 0 | 0 | 0 | ||
Balance at the beginning (in shares) at Jan. 15, 2020 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock to initial stockholder | $ 1,725 | 23,275 | 25,000 | |||
Issuance of common stock to initial stockholder (in shares) | 17,250,000 | |||||
Net income | (928) | (928) | ||||
Balance at Jan. 24, 2020 | $ 1,725 | 23,275 | (928) | 24,072 | ||
Balance at the ending (in shares) at Jan. 24, 2020 | 17,250,000 | |||||
Balance at Mar. 31, 2020 | $ 284 | $ 1,725 | 4,865,929 | 132,070 | 5,000,008 | |
Balance at the beginning (in shares) at Mar. 31, 2020 | 2,837,938 | 17,250,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Additional offering expenses | (102,250) | (102,250) | ||||
Adjustment to shares subject to redemption | 31,730 | 31,730 | ||||
Adjustment to shares subject to redemption (in shares) | 3,173 | |||||
Net income | 70,522 | 70,522 | ||||
Balance at Jun. 30, 2020 | $ 284 | $ 1,725 | $ 4,795,409 | $ 202,592 | $ 5,000,010 | |
Balance at the ending (in shares) at Jun. 30, 2020 | 2,841,111 | 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 Class B common stock in March 2020 (see Note 4). |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | Jan. 24, 2020USD ($) | Jun. 30, 2020USD ($) |
Cash flows from operating activities: | ||
Net income | $ (928) | $ 202,592 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Trust income reinvested in Trust Account | (502,881) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (239,649) | |
Accounts payable and accrued expenses | 349,296 | |
Net cash used in operating activities | 0 | (190,642) |
Cash flows from investing activities: | ||
Principal deposited in Trust Account | (600,000,000) | (690,000,000) |
Net cash used in investing activities | (690,000,000) | |
Cash flows from financing activities: | ||
Proceeds from private placement of warrants | 15,050,000 | |
Proceeds from sale of units | 690,000,000 | |
Payment of underwriters' discount | (13,800,000) | |
Payment of offering costs | (314,398) | |
Advances received from Promissory note | 230,885 | |
Repayment of advances received from Promissory note | (230,885) | |
Net cash used in financing activities | 690,935,602 | |
Increase in cash and cash equivalents during period | 0 | 744,960 |
Cash and equivalents at beginning of period | 0 | 0 |
Cash and equivalents at end of period | 0 | 744,960 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Deferred underwriting compensation | 24,150,000 | |
Class A common stock subject to possible redemption | 661,588,890 | |
Formation and offering costs paid by sponsor in exchange for founder shares | 25,000 | |
Deferred offering costs included in accounts payable and accrued expenses | $ 10,000 | $ 399,294 |
Organization and Business Opera
Organization and Business Operations | Jan. 24, 2020 | Jun. 30, 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”). 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 proposed initial public offering of Units (as defined in Note 3 below) (the “Proposed Offering”), although substantially all of the net proceeds of the Proposed 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 a $600,000,000 public offering (the “Proposed Offering” — Note 3) and a private placement (Note 4). Upon the closing of the Proposed Offering and the private placement, $600,000,000 (or $690,000,000 if the underwriter’s over-allotment option is exercised in full — Note 3) will be held in the Trust Account (discussed below). Trust Account The trust account (the “Trust Account”) will be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, which we refer to as 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 amended and restated certificate of incorporation 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 trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any of the common stock included in the Units being sold in the Proposed Offering properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation 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 Proposed Offering if the Company does not complete the Business Combination within 24 months from the closing of the Proposed 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 common stock included in the Units being sold in the Proposed Offering if the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed 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 initial business combination, including interest earned on the funds held in the trust account and not previously released to us to fund our 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 (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account 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 us to fund our working capital requirements and/or to pay taxes. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. 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. 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 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 initial 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 Proposed Offering, in accordance with FASB, ASC 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially anticipated to be $10.00 per public share ($600,000,000 held in the Trust Account divided by 60,000,000 public shares). The Company will only have 24 months from the closing of the Proposed Offering to complete its initial Business Combination. 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 director nominees (the “initial stockholders”) will enter into a letter agreement with us, pursuant to which they have 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 common stock in or after the Proposed Offering, 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 Proposed 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 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 an election to opt out is irrevocable. We have 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. | 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 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 | Jan. 24, 2020 | Jun. 30, 2020 |
Significant Accounting Policies | ||
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014‑15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern” as of January 24, 2020, the Company does not have sufficient liquidity to meet its current obligations. However, management has determined that the Company has access to funds from the Sponsor entity that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Offering or a minimum one year from the date of issuance of these financial statements. Net Loss Per Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury method. At January 24, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury method. As a result, diluted loss per share of common stock is the same as basic loss per share of common stock 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 U.S. generally accepted accounting principles 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. Actual results could differ from those estimates. Deferred Offering Costs The Company complies with the requirements of the ASC 340‑10‑S99‑1. Deferred offering costs of $35,000 consist principally of legal and accounting fees incurred through the balance sheet date that are related to the Proposed Offering and that will be charged to capital upon the receipt of the capital raised or charged to operations if the Proposed Offering is not completed. 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 January 24, 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 January 24, 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 provision for income taxes was deemed to be de minimis for the period from January 15, 2020 (date of inception) through January 24, 2020. 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. Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring after the date of the balance sheet, require potential adjustment to or disclosure in the balance sheet and has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed. | 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 June 30, 2020. Operating results for the period ended June 30, 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 periods. 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 (loss) 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 Class A common stock for the three months ended June 30, 2020 is calculated by dividing the interest income earned on the Trust Account of $295,217 net of franchise taxes of $50,000, working capital up to an aggregate limit of $1,000,000, and income taxes of $19,753 by the weighted average number of Class A redeemable common stock since issuance. Net income (loss) per common share for basic and diluted Class A common stock for the period from January 15, 2020 (inception) through June 30, 2020, is calculated by dividing the interest income earned on the Trust Account of $502,881, net of franchise taxes of $90,548, working capital up to an aggregate limit of $1,000,000, and income taxes of $53,853 by the weighted average number of Class A redeemable 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 periods. 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 June 30, 2020, 66,158,889 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 $38,688,692 consisting principally of underwriters' discounts of $37,950,000 (including $24,150,000 of which payment is deferred) and $738,692 of professional, printing, filing, regulatory and other costs incurred through June 30, 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 June 30, 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 June 30, 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 three months ended June 30, 2020, and the period from January 15, 2020 (inception) through June 30, 2020, the Company recorded income tax expense of $19,735 and $53,853, respectively. 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 | 6 Months Ended |
Jun. 30, 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. On March 10, 2020, 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 | Jan. 24, 2020 | Jun. 30, 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. In February 2020, the Company effected a 1:1.25 stock split of each outstanding share of Class B common stock, resulting in 14,375,000 Founder Shares outstanding. On March 2, 2020, the Sponsor transferred 20,000 Founder Shares to each of Scott M. Delman and Joshua Kazam, the director nominees, resulting in the Sponsor holding 14,335,000 Founder Shares. On March 5, 2020, the Company effected a 1:1.2 stock split of the Class B common stock, resulting in the Sponsor holding an aggregate of 17,210,000 Founder Shares and there being an aggregate of 17,250,000 Founder Shares outstanding. The Founder Shares are identical to the shares of Class A common stock included in the Units being sold in the Proposed Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. The initial stockholders will collectively own 20.0% of the Company’s issued and outstanding shares after the proposed offering to the extent that the over-allotment option is not exercised at all. 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. If the Company increases or decreases the size of the offering pursuant to Rule 462(b) under the Securities Act, the Company will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to the Founder Shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of the initial stockholders at 20.0% of the issued and outstanding shares of the common stock upon the consummation of the offering. In addition, up to 2,250,000 Founder Shares may be forfeited by the initial stockholders depending on the exercise of the underwriters’ over-allotment option 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 (the “Lock Up Period”). Private Placement Warrants The Company expects that the Sponsor will purchase from the Company warrants in a private placement that will occur simultaneously with the completion of the Proposed Offering (the “Private Placement Warrants”), at an aggregate purchase price equal to the amount necessary to pay the upfront underwriting discount at the closing of the Proposed Offering plus a total of $1.25 million to pay expenses in connection with the closing of the Proposed Offering and for working capital following the Proposed Offering. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The purchase price of the Private Placement Warrants will be added to the proceeds from this offering to be held in the trust account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the shares of common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be 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 by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in this offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants being sold as part of the Units in this 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 initial stockholders and holders of the Private Placement Warrants will be entitled to registration rights pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the Proposed Offering. The initial stockholders and holders of the Private Placement Warrants will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loans The Sponsor has 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 this Proposed Offering. When and if issued, these loans will be payable without interest on the earlier of December 31, 2020 or the completion of the Proposed Offering. At January 24, 2020, there were no amounts outstanding under the note. Administrative Services Agreement The Company will reimburse an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team in an amount not to exceed $15,000 per month. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying such monthly fees. 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. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. There have been no borrowings under this arrangement to date. | 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, 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. On May 8, 2020, the Sponsor transferred 20,000 Founder Shares to Laurence E. Paul, a director of the Company (together with Messrs. Delman and Kazam and 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 17,190,000 Founder Shares. 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. During the period ended June 30, 2020, borrowings on the Note totaling $230,885 were repaid in full. As of June 30, 2020, there was $0 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. The administrative services fee commenced on April 1, 2020. For the period from April 1, 2020 through June 30, 2020, the Company incurred $45,000 of administrative services expenses under the arrangement. 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 | 6 Months Ended |
Jun. 30, 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 continues to evaluate 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 | 6 Months Ended |
Jun. 30, 2020 | |
Trust Account | |
Trust Account | 6. Trust Account As of June 30, 2020, investment securities in the Company's Trust Account consisted of $690,489,916 in United States Treasury Bills and another $12,965 held as cash. The Company classifies its Treasury Instruments and equivalent securities as held-to-maturity in accordance with FASB ASC 320 "Investments‒Debt and Equity Securities". Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-tomaturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. The following table presents fair value information as of June 30, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In addition, the table presents the carrying value (held to maturity), excluding accrued interest income and gross unrealized holding loss. Since all of the Company's permitted investments consist of U.S. government treasury bills and cash, fair values of its investments are determined by Level I inputs utilizing quoted prices (unadjusted) in active markets for identical assets as follows: Gross Quoted Prices in Unrealized Active Markets Carrying Value Holding (Loss) (Level 1) U.S. Government Treasury Securities as of June 30, 2020 (1) $ 690,489,916 $ (30,390) $ 690,459,526 (1) Maturity date September 10, 2020. |
Stockholders' Equity
Stockholders' Equity | Jan. 24, 2020 | Jun. 30, 2020 |
Stockholders' Equity | ||
Stockholders' Equity | 5. Stockholder’s 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. At January 24, 2020, there were no shares of Class A common stock issued or outstanding. 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. At January 24, 2020, there were 17,250,000 shares of Class B common stock issued and outstanding, of which up to 2,250,000 are subject to forfeiture to the Company to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial stockholders will collectively own 20% of the Company’s issued and outstanding common stock after the Proposed Offering. The 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 in March 2020. Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At January 24, 2020, there are no shares of preferred stock issued or outstanding. | 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 June 30, 2020, there were 69,000,000 shares of Class A common stock issued and outstanding of which, 66,158,889 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 June 30, 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 June 30, 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 | Jan. 24, 2020 | Jun. 30, 2020 |
Subsequent Events. | ||
Subsequent Events | 6. Subsequent events On March 2, 2020, the Sponsor transferred 20,000 founder shares to each of Scott M. Delman and Joshua Kazam, the director nominees, resulting in the Sponsor holding 14,335,000 founder shares. On March 5, 2020, the Company effected a 1:1.2 stock split of the Class B common stock, resulting in the Sponsor holding an aggregate of 17,210,000 Founder Shares and there being an aggregate of 17,250,000 Founder Shares outstanding. | 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) | Jan. 24, 2020 | Jun. 30, 2020 |
Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014‑15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern” as of January 24, 2020, the Company does not have sufficient liquidity to meet its current obligations. However, management has determined that the Company has access to funds from the Sponsor entity that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Offering or a minimum one year from the date of issuance of these financial statements. | 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 June 30, 2020. Operating results for the period ended June 30, 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 Loss Per Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury method. At January 24, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury method. As a result, diluted loss per share of common stock is the same as basic loss per share of common stock for the period. | 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 periods. 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 (loss) 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 Class A common stock for the three months ended June 30, 2020 is calculated by dividing the interest income earned on the Trust Account of $295,217 net of franchise taxes of $50,000, working capital up to an aggregate limit of $1,000,000, and income taxes of $19,753 by the weighted average number of Class A redeemable common stock since issuance. Net income (loss) per common share for basic and diluted Class A common stock for the period from January 15, 2020 (inception) through June 30, 2020, is calculated by dividing the interest income earned on the Trust Account of $502,881, net of franchise taxes of $90,548, working capital up to an aggregate limit of $1,000,000, and income taxes of $53,853 by the weighted average number of Class A redeemable 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 periods. |
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. | 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. | 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 U.S. generally accepted accounting principles 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. Actual results could differ from those 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 June 30, 2020, 66,158,889 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 $38,688,692 consisting principally of underwriters' discounts of $37,950,000 (including $24,150,000 of which payment is deferred) and $738,692 of professional, printing, filing, regulatory and other costs incurred through June 30, 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 January 24, 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 January 24, 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 provision for income taxes was deemed to be de minimis for the period from January 15, 2020 (date of inception) through January 24, 2020. | 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 June 30, 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 June 30, 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 three months ended June 30, 2020, and the period from January 15, 2020 (inception) through June 30, 2020, the Company recorded income tax expense of $19,735 and $53,853, respectively. |
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. | 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) | 6 Months Ended |
Jun. 30, 2020 | |
Trust Account | |
Summary of fair values of investments | The following table presents fair value information as of June 30, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In addition, the table presents the carrying value (held to maturity), excluding accrued interest income and gross unrealized holding loss. Since all of the Company's permitted investments consist of U.S. government treasury bills and cash, fair values of its investments are determined by Level I inputs utilizing quoted prices (unadjusted) in active markets for identical assets as follows: Gross Quoted Prices in Unrealized Active Markets Carrying Value Holding (Loss) (Level 1) U.S. Government Treasury Securities as of June 30, 2020 (1) $ 690,489,916 $ (30,390) $ 690,459,526 (1) Maturity date September 10, 2020 |
Organization and Business Ope_2
Organization and Business Operations - Financing (Details) - USD ($) | Mar. 10, 2020 | Jan. 24, 2020 | Jun. 30, 2020 | Mar. 05, 2020 |
Significant Accounting Policies | ||||
Proceeds from issuance of shares | $ 690,000,000 | |||
Proceeds from private placement of warrants | $ 15,050,000 | |||
Price per share | $ 12 | $ 12 | ||
Number of warrants to purchase shares issued | 10,033,333 | |||
Exercise price of warrants | $ 1.50 | $ 1.50 | ||
Principal deposited in Trust Account | $ 600,000,000 | $ 690,000,000 | ||
Public Offering | ||||
Significant Accounting Policies | ||||
Proceeds from issuance of shares | $ 690,000,000 | $ 600,000,000 | ||
Number of shares issued | 69,000,000 | |||
Price per share | $ 10 | |||
Private Placement | ||||
Significant Accounting Policies | ||||
Number of warrants to purchase shares issued | 10,033,333 | |||
Exercise price of warrants | $ 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) - USD ($) | Jan. 24, 2020 | Jun. 30, 2020 |
Organization and Business Operations | ||
Annual limit to fund working capital requirements | $ 1,000,000 | $ 1,000,000 |
Common shares, par value | $ 0.0001 | |
Obligation to redeem common stock included in the units being sold in the public offering (as a percent) | 100.00% | 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% | 100.00% |
Threshold period from closing of public offering the company is unable to complete business combination | 24 months | 24 months |
Cash equal to pro rata share calculated based on business days prior to consummation of business combination (in days) | 2 days | 2 days |
Cash equal to pro rata share calculated based on business days prior to consummation of tender offer (in days) | 2 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 | $ 5,000,001 |
Threshold business days for redemption of shares of trust account | 10 days | 10 days |
Maximum net interest to pay dissolution expenses | $ 100,000 | $ 100,000 |
Significant Accounting Polici_3
Significant Accounting Policies - Net income (loss) per share (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020USD ($)shares | Jun. 30, 2020USD ($) | |
Significant Accounting Policies | ||
Interest income earned on Trust Account | $ 295,217 | $ 502,881 |
Franchise taxes | 50,000 | 90,548 |
Aggregate limit of working capital | 1,000,000 | 1,000,000 |
Income tax expense | $ 19,735 | $ 53,853 |
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 ($) | 6 Months Ended | |
Jun. 30, 2020 | Jan. 24, 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 | $ 5,000,001 |
Public Offering | ||
Significant Accounting Policies | ||
Number of shares issued | 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 | 66,158,889 | |
Shares subject to possible redemption, par value per share | $ 10 |
Significant Accounting Polici_5
Significant Accounting Policies - Offering costs and income taxes (Details) - USD ($) | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Jan. 24, 2020 |
Offering Costs | ||||
Offering costs | $ 38,688,692 | $ 314,398 | ||
Underwriters discounts | 37,950,000 | |||
Deferred discount | 24,150,000 | $ 24,150,000 | 24,150,000 | |
Professional, printing, filing, regulatory and other costs incurred | 738,692 | |||
Income Taxes | ||||
Unrecognized tax benefits | 0 | 0 | 0 | $ 0 |
Amounts accrued for the payment of interest and penalties | $ 0 | 0 | 0 | $ 0 |
Income tax expense | $ 19,735 | $ 53,853 |
Public Offering (Details)
Public Offering (Details) - USD ($) | Mar. 10, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Mar. 05, 2020 | Jan. 24, 2020 |
Public Offering | |||||
Price per unit | $ 12 | $ 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 | |||
Public Offering | |||||
Public Offering | |||||
Sale of Units to the public at $10.00 per unit (in shares) | 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 | ||||
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 | ||||
Class A common stock | |||||
Public Offering | |||||
Number of shares authorized | 380,000,000 | 380,000,000 | 380,000,000 | ||
Price per unit | $ 10 | $ 10 | |||
Class A common stock | Public Offering | |||||
Public Offering | |||||
Price per unit | $ 11.50 | ||||
Number of Shares Issued Per Unit | 1 | ||||
Number of shares issuable per warrant | 1 | ||||
Class B common stock | |||||
Public Offering | |||||
Number of shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder shares (Details) - USD ($) | May 08, 2020 | May 02, 2020 | Mar. 05, 2020 | Mar. 02, 2020 | Feb. 10, 2020 | Jan. 24, 2020 | Jan. 24, 2020 | Jan. 15, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | [1] |
Related Party Transactions | |||||||||||
Capital contribution by sponsor | $ 25,000 | $ 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 | 1 year | |||||||||
Price per share | $ 12 | $ 12 | $ 12 | ||||||||
Closing price of share for threshold trading days | 20 days | 20 days | 20 days | ||||||||
Closing price of share for threshold consecutive trading days | 30 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 | 150 days | |||||||||
Sponsor | |||||||||||
Related Party Transactions | |||||||||||
Number of shares transferred to each initial stockholder | 20,000 | 14,375,000 | |||||||||
Number of shares held by sponsor | 17,190,000 | 17,210,000 | 14,335,000 | ||||||||
Transfer of shares to initial stockholder | 20,000 | 14,375,000 | |||||||||
Aggregate purchase price | $ 80,000 | $ 80,000 | |||||||||
Related Party Transaction, Number of Shares Held | 17,190,000 | 17,210,000 | 14,335,000 | ||||||||
Laurence E. Paul | |||||||||||
Related Party Transactions | |||||||||||
Number of shares received from sponsor | 20,000 | 20,000 | |||||||||
Messrs. Delman | |||||||||||
Related Party Transactions | |||||||||||
Number of shares received from sponsor | 20,000 | ||||||||||
Kazam | |||||||||||
Related Party Transactions | |||||||||||
Number of shares received from sponsor | 20,000 | 20,000 | |||||||||
Class A common stock | |||||||||||
Related Party Transactions | |||||||||||
Number of founder shares outstanding | 0 | 0 | 2,841,111 | ||||||||
Price per share | $ 10 | ||||||||||
Class B common stock | |||||||||||
Related Party Transactions | |||||||||||
Number of shares for forfeited | 2,250,000 | ||||||||||
Number of founder shares outstanding | 17,250,000 | 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 | $ 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 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 | Jan. 24, 2020 | Jun. 30, 2020 |
Related Party Transactions | |||
Number of warrants to purchase shares issued | 10,033,333 | ||
Exercise price of warrants | $ 1.50 | $ 1.50 | |
Proceeds from issuance of warrants | $ 15,050,000 | ||
Price per unit | $ 12 | $ 12 | |
Principal deposited in Trust Account | $ 600,000,000 | $ 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 | 1 year | |
Private Placement | |||
Related Party Transactions | |||
Number of warrants to purchase shares issued | 10,033,333 | ||
Exercise price of warrants | $ 1.50 | ||
Number of shares issuable per warrant | 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 | 30 days | |
Class A common stock | |||
Related Party Transactions | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | |
Price per unit | $ 10 |
Related Party Transactions - Sp
Related Party Transactions - Sponsor loans administrative services agreement and working capital loans (Details) - USD ($) | Jan. 24, 2020 | Feb. 29, 2020 | Jun. 30, 2020 | Jun. 30, 2020 |
Sponsor Loans | ||||
Proceeds from issuance of an unsecured promissory note from sponsor | $ 300,000 | $ 300,000 | ||
Repaid borrowings on promissory note | $ 230,885 | |||
promissory note outstanding | 0 | $ 0 | ||
Administrative Services Agreement | ||||
Maximum administrative services expenses per month | 15,000 | $ 15,000 | ||
Total administrative services expenses | $ 45,000 | |||
Working Capital Loans | ||||
Maximum amount of working capital loans | $ 1,500,000 | $ 1,500,000 | ||
Exercise price of warrants | $ 1.50 | $ 1.50 | $ 1.50 | |
Borrowings under working capital loan | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended |
Jun. 30, 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) - US Treasury and Government | Jun. 30, 2020USD ($) |
Trust Account | |
Held as cash | $ 12,965 |
Carrying Value | 690,489,916 |
Gross Unrealized Holding Loss | (30,390) |
Level 1 | |
Trust Account | |
Fair Value | $ 690,459,526 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Mar. 10, 2020 | Mar. 05, 2020$ / sharesshares | Jan. 24, 2020Vote$ / sharesshares | Jun. 30, 2020Vote$ / sharesshares |
Stockholders Equity | ||||
Common shares, par value | $ / shares | $ 0.0001 | |||
Common shares, shares outstanding | 17,250,000 | |||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preferred shares, shares issued | 0 | 0 | ||
Preferred shares, shares outstanding | 0 | 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 | 1 year | ||
Redemption price per warrant | $ / shares | $ 0.01 | |||
Threshold period for written notice of redemption | 30 days | |||
Redemption price of stock | $ / shares | $ 18 | |||
Closing price of share for threshold trading days | 20 days | 20 days | 20 days | |
Closing price of share for threshold consecutive trading days | 30 days | 30 days | 30 days | |
Redemption period after the warrants become exercisable | 90 days | |||
Price per share | $ / shares | $ 12 | $ 12 | ||
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 | 380,000,000 | 380,000,000 | ||
Common shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued | 0 | 2,841,111 | ||
Common shres, shares issued | 69,000,000 | |||
Common shares, shares outstanding | 0 | 2,841,111 | ||
Common shares, shares outstanding | 69,000,000 | |||
Shares subject to possible redemption | 66,158,889 | |||
Threshold period for written notice of redemption | 30 days | |||
Price per share | $ / shares | $ 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 | $ / shares | $ 9.20 | |||
Class B common stock | ||||
Stockholders Equity | ||||
Common shares, shares authorized | 20,000,000 | 20,000,000 | ||
Common shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued | 17,250,000 | 17,250,000 | ||
Common shares, shares outstanding | 17,250,000 | 17,250,000 | ||
Common shares, votes per share | Vote | 1 | 1 |
BALANCE SHEET
BALANCE SHEET | Jan. 24, 2020USD ($) |
Current asset: | |
Cash | $ 0 |
Deferred offering costs | 35,000 |
Total Assets | 35,000 |
Current liabilities: | |
Accrued expenses | 10,928 |
Stockholders' equity: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 23,275 |
Accumulated deficit | (928) |
Total Stockholders' Equity | 24,072 |
Total Liabilities and Stockholders' Equity | 35,000 |
Class A common stock | |
Stockholders' equity: | |
Common stock | 0 |
Class B common stock | |
Stockholders' equity: | |
Common stock | $ 1,725 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | 1 Months Ended | 2 Months Ended | ||||
Mar. 31, 2020$ / shares | Feb. 29, 2020$ / shares | Mar. 31, 2020item$ / shares | Jun. 30, 2020$ / sharesshares | Mar. 05, 2020shares | Jan. 24, 2020$ / sharesshares | |
Preferred shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred shares, shares issued | 0 | 0 | ||||
Preferred shares, shares outstanding | 0 | 0 | ||||
Par value per share | $ / shares | $ 0.0001 | |||||
Common Stock, Shares, Outstanding | 17,250,000 | |||||
Class A common stock | ||||||
Shares subject to possible redemption | 66,158,889 | |||||
Shares subject to possible redemption, par value per share | $ / shares | $ 10 | |||||
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common shares, shares authorized | 380,000,000 | 380,000,000 | ||||
Common Stock, Shares, Issued | 2,841,111 | 0 | ||||
Common Stock, Shares, Outstanding | 2,841,111 | 0 | ||||
Class B common stock | ||||||
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common shares, shares authorized | 20,000,000 | 20,000,000 | ||||
Common Stock, Shares, Issued | 17,250,000 | 17,250,000 | ||||
Common Stock, Shares, Outstanding | 17,250,000 | 17,250,000 | ||||
Shares subject to forfeiture | 2,250,000 | |||||
Class B common stock | Subsequent event | ||||||
Common Stock, Shares, Outstanding | 17,250,000 | |||||
Number of stock splits | item | 2 | |||||
Number of shares issued per share upon stock split | $ / shares | $ 0.20 | $ 0.25 | $ 1.5 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | Jan. 24, 2020 | Jan. 24, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 |
Revenue | $ 0 | ||||
General and administrative expenses | 928 | $ 204,960 | $ 246,436 | ||
Loss from operations | (204,960) | (246,436) | |||
Other income - interest earned on Trust Account | 295,217 | 502,881 | |||
Income before provision for income taxes | 90,257 | 256,445 | |||
Provision for income taxes | (19,735) | (53,853) | |||
Net income | $ (928) | $ (928) | $ 70,522 | $ 132,070 | $ 202,592 |
Weighted average number of shares of common stock outstanding | 15,000,000 | ||||
Basic and fully diluted net loss per share attributable to stockholder | $ 0 | ||||
Class A common stock | |||||
Weighted average number of shares of common stock outstanding | 69,000,000 | 69,000,000 | |||
Class B common stock | |||||
Weighted average number of shares of common stock outstanding | 17,250,000 | 17,250,000 |
STATEMENT OF OPERATIONS (Parent
STATEMENT OF OPERATIONS (Parenthetical) - Class B common stock | 1 Months Ended | 2 Months Ended | ||
Mar. 31, 2020$ / shares | Feb. 29, 2020$ / shares | Mar. 31, 2020item$ / shares | Jan. 24, 2020shares | |
Shares subject to forfeiture | shares | 2,250,000 | |||
Subsequent event | ||||
Number of stock splits | item | 2 | |||
Number of shares issued per share upon stock split | $ / shares | $ 0.20 | $ 0.25 | $ 1.5 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY - USD ($) | Class A common stockCommon Stock | Class B common stockCommon 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] | ||||||
Net loss | (928) | |||||
Balance at Jan. 24, 2020 | $ 1,725 | 23,275 | (928) | 24,072 | ||
Balance at the ending (in shares) at Jan. 24, 2020 | 17,250,000 | |||||
Balance at Jan. 14, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | |
Balance at the beginning (in shares) at Jan. 14, 2020 | 0 | 0 | ||||
Balance at Jan. 15, 2020 | $ 0 | 0 | 0 | 0 | ||
Balance at the ending (in shares) at Jan. 15, 2020 | 0 | |||||
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 stockholder | [1] | $ 1,725 | 23,275 | 25,000 | ||
Issuance of common stock to initial stockholder (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 | |||
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 loss | 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 | ||||
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] | ||||||
Net loss | 202,592 | |||||
Balance at Jun. 30, 2020 | $ 284 | $ 1,725 | 4,795,409 | 202,592 | 5,000,010 | |
Balance at the ending (in shares) at Jun. 30, 2020 | 2,841,111 | 17,250,000 | ||||
Balance at Jan. 15, 2020 | $ 0 | 0 | 0 | 0 | ||
Balance at the beginning (in shares) at Jan. 15, 2020 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock to initial stockholder | $ 1,725 | 23,275 | 25,000 | |||
Issuance of common stock to initial stockholder (in shares) | 17,250,000 | |||||
Net loss | (928) | (928) | ||||
Balance at Jan. 24, 2020 | $ 1,725 | 23,275 | (928) | 24,072 | ||
Balance at the ending (in shares) at Jan. 24, 2020 | 17,250,000 | |||||
Balance at Mar. 31, 2020 | $ 284 | $ 1,725 | 4,865,929 | 132,070 | 5,000,008 | |
Balance at the beginning (in shares) at Mar. 31, 2020 | 2,837,938 | 17,250,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Additional offering expenses | (102,250) | (102,250) | ||||
Adjustment to shares subject to redemption | 31,730 | 31,730 | ||||
Adjustment to shares subject to redemption (in shares) | 3,173 | |||||
Net loss | 70,522 | 70,522 | ||||
Balance at Jun. 30, 2020 | $ 284 | $ 1,725 | $ 4,795,409 | $ 202,592 | $ 5,000,010 | |
Balance at the ending (in shares) at Jun. 30, 2020 | 2,841,111 | 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 Class B common stock in March 2020 (see Note 4). |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (Parenthetical) | Jan. 24, 2020$ / sharesshares |
Shares Issued, Price Per Share | $ / shares | $ 0.002 |
Class B common stock | |
Shares subject to forfeiture | shares | 2,250,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | Jan. 24, 2020USD ($) | Jun. 30, 2020USD ($) |
Cash flows from operating activities: | ||
Net loss | $ (928) | $ 202,592 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Trust income reinvested in Trust Account | (502,881) | |
Changes in operating assets and liabilities: | ||
Increase in accrued expenses | 928 | |
Prepaid expenses | (239,649) | |
Accounts payable and accrued expenses | 349,296 | |
Net cash used in operating activities | 0 | (190,642) |
Cash flows from investing activities: | ||
Principal Amount Deposited In Trust Account | 600,000,000 | 690,000,000 |
Net cash used in investing activities | (690,000,000) | |
Cash flows from financing activities: | ||
Proceeds from private placement of warrants | 15,050,000 | |
Proceeds from sale of units | 690,000,000 | |
Payment of underwriters' discount | (13,800,000) | |
Payment of offering costs | (314,398) | |
Advances received from Promissory note | 230,885 | |
Repayment of advances received from Promissory note | (230,885) | |
Net cash used in financing activities | 690,935,602 | |
Increase in cash and cash equivalents during period | 0 | 744,960 |
Cash and equivalents at beginning of period | 0 | 0 |
Cash and equivalents at end of period | 0 | 744,960 |
Supplemental Schedule of Non-Cash Financing Activities: | ||
Deferred underwriting compensation | 24,150,000 | |
Class A common stock subject to possible redemption | 661,588,890 | |
Formation and offering costs paid by sponsor in exchange for founder shares | 25,000 | |
Offering costs paid by Sponsor in exchange for Founder Shares | 25,000 | |
Deferred offering costs included in accrued expenses | $ 10,000 | $ 399,294 |
Organization and Business Ope_4
Organization and Business Operations | Jan. 24, 2020 | Jun. 30, 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”). 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 proposed initial public offering of Units (as defined in Note 3 below) (the “Proposed Offering”), although substantially all of the net proceeds of the Proposed 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 a $600,000,000 public offering (the “Proposed Offering” — Note 3) and a private placement (Note 4). Upon the closing of the Proposed Offering and the private placement, $600,000,000 (or $690,000,000 if the underwriter’s over-allotment option is exercised in full — Note 3) will be held in the Trust Account (discussed below). Trust Account The trust account (the “Trust Account”) will be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, which we refer to as 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 amended and restated certificate of incorporation 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 trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any of the common stock included in the Units being sold in the Proposed Offering properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation 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 Proposed Offering if the Company does not complete the Business Combination within 24 months from the closing of the Proposed 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 common stock included in the Units being sold in the Proposed Offering if the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed 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 initial business combination, including interest earned on the funds held in the trust account and not previously released to us to fund our 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 (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account 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 us to fund our working capital requirements and/or to pay taxes. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. 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. 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 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 initial 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 Proposed Offering, in accordance with FASB, ASC 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially anticipated to be $10.00 per public share ($600,000,000 held in the Trust Account divided by 60,000,000 public shares). The Company will only have 24 months from the closing of the Proposed Offering to complete its initial Business Combination. 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 director nominees (the “initial stockholders”) will enter into a letter agreement with us, pursuant to which they have 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 common stock in or after the Proposed Offering, 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 Proposed 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 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 an election to opt out is irrevocable. We have 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. | 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 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 Polici_6
Significant Accounting Policies | Jan. 24, 2020 | Jun. 30, 2020 |
Significant Accounting Policies | ||
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014‑15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern” as of January 24, 2020, the Company does not have sufficient liquidity to meet its current obligations. However, management has determined that the Company has access to funds from the Sponsor entity that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Offering or a minimum one year from the date of issuance of these financial statements. Net Loss Per Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury method. At January 24, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury method. As a result, diluted loss per share of common stock is the same as basic loss per share of common stock 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 U.S. generally accepted accounting principles 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. Actual results could differ from those estimates. Deferred Offering Costs The Company complies with the requirements of the ASC 340‑10‑S99‑1. Deferred offering costs of $35,000 consist principally of legal and accounting fees incurred through the balance sheet date that are related to the Proposed Offering and that will be charged to capital upon the receipt of the capital raised or charged to operations if the Proposed Offering is not completed. 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 January 24, 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 January 24, 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 provision for income taxes was deemed to be de minimis for the period from January 15, 2020 (date of inception) through January 24, 2020. 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. Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring after the date of the balance sheet, require potential adjustment to or disclosure in the balance sheet and has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed. | 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 June 30, 2020. Operating results for the period ended June 30, 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 periods. 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 (loss) 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 Class A common stock for the three months ended June 30, 2020 is calculated by dividing the interest income earned on the Trust Account of $295,217 net of franchise taxes of $50,000, working capital up to an aggregate limit of $1,000,000, and income taxes of $19,753 by the weighted average number of Class A redeemable common stock since issuance. Net income (loss) per common share for basic and diluted Class A common stock for the period from January 15, 2020 (inception) through June 30, 2020, is calculated by dividing the interest income earned on the Trust Account of $502,881, net of franchise taxes of $90,548, working capital up to an aggregate limit of $1,000,000, and income taxes of $53,853 by the weighted average number of Class A redeemable 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 periods. 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 June 30, 2020, 66,158,889 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 $38,688,692 consisting principally of underwriters' discounts of $37,950,000 (including $24,150,000 of which payment is deferred) and $738,692 of professional, printing, filing, regulatory and other costs incurred through June 30, 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 June 30, 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 June 30, 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 three months ended June 30, 2020, and the period from January 15, 2020 (inception) through June 30, 2020, the Company recorded income tax expense of $19,735 and $53,853, respectively. 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. |
Proposed Offering
Proposed Offering | Jan. 24, 2020 |
Proposed Offering | |
Proposed Offering | 3. Proposed Offering Public Units Pursuant to the Proposed Offering, the Company will offer for sale up to 60,000,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value and one-fourth of one redeemable warrant (the “Warrants”). 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 Proposed 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. However, if the Company does not complete its initial Business Combination on or prior to the 24‑month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. If the Company is unable to deliver registered common stock to the holder upon exercise of Warrants issued in connection with the 60,000,000 public units during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. The Company expects to grant the underwriters a 45‑day option to purchase up to 9,000,000 additional Units to cover any over-allotment, at the initial public offering price less the underwriting discounts and commissions. The warrants that would be issued in connection with the 9,000,000 over-allotment Units are identical to the public warrants and have no net cash settlement provisions. The Company will pay an underwriting discount of 2.0% per Unit at the closing of the Proposed Offering, with an additional fee of 3.5% per Unit payable upon the Company’s completion of an Initial Business Combination. The deferred portion of the 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_2
Related Party Transactions | Jan. 24, 2020 | Jun. 30, 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. In February 2020, the Company effected a 1:1.25 stock split of each outstanding share of Class B common stock, resulting in 14,375,000 Founder Shares outstanding. On March 2, 2020, the Sponsor transferred 20,000 Founder Shares to each of Scott M. Delman and Joshua Kazam, the director nominees, resulting in the Sponsor holding 14,335,000 Founder Shares. On March 5, 2020, the Company effected a 1:1.2 stock split of the Class B common stock, resulting in the Sponsor holding an aggregate of 17,210,000 Founder Shares and there being an aggregate of 17,250,000 Founder Shares outstanding. The Founder Shares are identical to the shares of Class A common stock included in the Units being sold in the Proposed Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. The initial stockholders will collectively own 20.0% of the Company’s issued and outstanding shares after the proposed offering to the extent that the over-allotment option is not exercised at all. 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. If the Company increases or decreases the size of the offering pursuant to Rule 462(b) under the Securities Act, the Company will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to the Founder Shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of the initial stockholders at 20.0% of the issued and outstanding shares of the common stock upon the consummation of the offering. In addition, up to 2,250,000 Founder Shares may be forfeited by the initial stockholders depending on the exercise of the underwriters’ over-allotment option 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 (the “Lock Up Period”). Private Placement Warrants The Company expects that the Sponsor will purchase from the Company warrants in a private placement that will occur simultaneously with the completion of the Proposed Offering (the “Private Placement Warrants”), at an aggregate purchase price equal to the amount necessary to pay the upfront underwriting discount at the closing of the Proposed Offering plus a total of $1.25 million to pay expenses in connection with the closing of the Proposed Offering and for working capital following the Proposed Offering. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The purchase price of the Private Placement Warrants will be added to the proceeds from this offering to be held in the trust account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the shares of common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be 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 by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in this offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants being sold as part of the Units in this 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 initial stockholders and holders of the Private Placement Warrants will be entitled to registration rights pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the Proposed Offering. The initial stockholders and holders of the Private Placement Warrants will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loans The Sponsor has 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 this Proposed Offering. When and if issued, these loans will be payable without interest on the earlier of December 31, 2020 or the completion of the Proposed Offering. At January 24, 2020, there were no amounts outstanding under the note. Administrative Services Agreement The Company will reimburse an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team in an amount not to exceed $15,000 per month. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying such monthly fees. 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. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. There have been no borrowings under this arrangement to date. | 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, 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. On May 8, 2020, the Sponsor transferred 20,000 Founder Shares to Laurence E. Paul, a director of the Company (together with Messrs. Delman and Kazam and 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 17,190,000 Founder Shares. 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. During the period ended June 30, 2020, borrowings on the Note totaling $230,885 were repaid in full. As of June 30, 2020, there was $0 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. The administrative services fee commenced on April 1, 2020. For the period from April 1, 2020 through June 30, 2020, the Company incurred $45,000 of administrative services expenses under the arrangement. 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. |
Stockholders' Equity_2
Stockholders' Equity | Jan. 24, 2020 | Jun. 30, 2020 |
Stockholders' Equity | ||
Stockholders' Equity | 5. Stockholder’s 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. At January 24, 2020, there were no shares of Class A common stock issued or outstanding. 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. At January 24, 2020, there were 17,250,000 shares of Class B common stock issued and outstanding, of which up to 2,250,000 are subject to forfeiture to the Company to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial stockholders will collectively own 20% of the Company’s issued and outstanding common stock after the Proposed Offering. The 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 in March 2020. Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At January 24, 2020, there are no shares of preferred stock issued or outstanding. | 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 June 30, 2020, there were 69,000,000 shares of Class A common stock issued and outstanding of which, 66,158,889 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 June 30, 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 June 30, 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_2
Subsequent Events | Jan. 24, 2020 | Jun. 30, 2020 |
Subsequent Events. | ||
Subsequent Events | 6. Subsequent events On March 2, 2020, the Sponsor transferred 20,000 founder shares to each of Scott M. Delman and Joshua Kazam, the director nominees, resulting in the Sponsor holding 14,335,000 founder shares. On March 5, 2020, the Company effected a 1:1.2 stock split of the Class B common stock, resulting in the Sponsor holding an aggregate of 17,210,000 Founder Shares and there being an aggregate of 17,250,000 Founder Shares outstanding. | 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_7
Significant Accounting Policies (Policies) | Jan. 24, 2020 | Jun. 30, 2020 |
Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014‑15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern” as of January 24, 2020, the Company does not have sufficient liquidity to meet its current obligations. However, management has determined that the Company has access to funds from the Sponsor entity that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Offering or a minimum one year from the date of issuance of these financial statements. | 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 June 30, 2020. Operating results for the period ended June 30, 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 Loss Per Share | Net Loss Per Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury method. At January 24, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury method. As a result, diluted loss per share of common stock is the same as basic loss per share of common stock for the period. | 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 periods. 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 (loss) 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 Class A common stock for the three months ended June 30, 2020 is calculated by dividing the interest income earned on the Trust Account of $295,217 net of franchise taxes of $50,000, working capital up to an aggregate limit of $1,000,000, and income taxes of $19,753 by the weighted average number of Class A redeemable common stock since issuance. Net income (loss) per common share for basic and diluted Class A common stock for the period from January 15, 2020 (inception) through June 30, 2020, is calculated by dividing the interest income earned on the Trust Account of $502,881, net of franchise taxes of $90,548, working capital up to an aggregate limit of $1,000,000, and income taxes of $53,853 by the weighted average number of Class A redeemable 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 periods. |
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. | 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. | 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 U.S. generally accepted accounting principles 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. Actual results could differ from those 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 June 30, 2020, 66,158,889 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 $38,688,692 consisting principally of underwriters' discounts of $37,950,000 (including $24,150,000 of which payment is deferred) and $738,692 of professional, printing, filing, regulatory and other costs incurred through June 30, 2020 that were related to the Public Offering were charged to additional paid-in capital upon completion of the Public Offering. | |
Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of the ASC 340‑10‑S99‑1. Deferred offering costs of $35,000 consist principally of legal and accounting fees incurred through the balance sheet date that are related to the Proposed Offering and that will be charged to capital upon the receipt of the capital raised or charged to operations if the Proposed Offering is not completed. | |
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 January 24, 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 January 24, 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 provision for income taxes was deemed to be de minimis for the period from January 15, 2020 (date of inception) through January 24, 2020. | 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 June 30, 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 June 30, 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 three months ended June 30, 2020, and the period from January 15, 2020 (inception) through June 30, 2020, the Company recorded income tax expense of $19,735 and $53,853, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Subsequent Events | Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring after the date of the balance sheet, require potential adjustment to or disclosure in the balance sheet and has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed. |
Organization and Business Ope_5
Organization and Business Operations - Financing (Details) - USD ($) | Mar. 10, 2020 | Jan. 24, 2020 | Jun. 30, 2020 |
Significant Accounting Policies | |||
Proceeds from issuance of shares | $ 690,000,000 | ||
Principal deposited in Trust Account | $ 600,000,000 | 690,000,000 | |
Proceeds from private placement of warrants | $ 15,050,000 | ||
Number of warrants to purchase shares issued. | 10,033,333 | ||
Public Offering | |||
Significant Accounting Policies | |||
Proceeds from issuance of shares | $ 690,000,000 | 600,000,000 | |
Private Placement | |||
Significant Accounting Policies | |||
Principal deposited in Trust Account | $ 690,000,000 | ||
Number of warrants to purchase shares issued. | 10,033,333 | ||
If the underwriter's over-allotment option is exercised in full | |||
Significant Accounting Policies | |||
Principal deposited in Trust Account | $ 690,000,000 |
Organization and Business Ope_6
Organization and Business Operations - Trust Account (Details) - USD ($) | Jan. 24, 2020 | Jun. 30, 2020 |
Organization and Business Operations | ||
Annual limit to fund working capital requirements | $ 1,000,000 | $ 1,000,000 |
Common shares, par value | $ 0.0001 | |
Obligation to redeem common stock included in the units being sold in the public offering (as a percent) | 100.00% | 100.00% |
Threshold period from closing of public offering the company is obligated to complete business combination | 24 months | |
Redemption of common stock included in the units sold in public offering (as a percent) | 100.00% | 100.00% |
Threshold period from closing of public offering the company is unable to complete business combination | 24 months | 24 months |
Cash equal to pro rata share calculated based on business days prior to consummation of business combination (in days) | 2 days | 2 days |
Cash equal to pro rata share calculated based on business days prior to consummation of tender offer (in days) | 2 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 | $ 5,000,001 |
Amount held in trust account initially per share | $ 10 | |
Aggregate amount held in trust account initially | $ 600,000,000 | |
Number of public shares | 60,000,000 | |
Threshold business days for redemption of shares of trust account | 10 days | 10 days |
Maximum net interest to pay dissolution expenses | $ 100,000 | $ 100,000 |
Significant Accounting Polici_8
Significant Accounting Policies - Deferred Offering Costs and Income Taxes (Details) - USD ($) | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Jan. 24, 2020 |
Offering Costs | ||||
Offering costs | $ 38,688,692 | $ 314,398 | ||
Underwriters discounts | 37,950,000 | |||
Deferred discount | 24,150,000 | $ 24,150,000 | 24,150,000 | |
Professional, printing, filing, regulatory and other costs incurred | 738,692 | |||
Deferred offering costs | $ 35,000 | |||
Income Taxes | ||||
Unrecognized tax benefits | 0 | 0 | 0 | 0 |
Amounts accrued for the payment of interest and penalties | $ 0 | 0 | 0 | $ 0 |
Income tax expense | $ 19,735 | $ 53,853 |
Proposed Offering (Details)
Proposed Offering (Details) - USD ($) | Mar. 10, 2020 | Jan. 24, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Mar. 05, 2020 |
Public Offering | |||||
Price per unit | $ 12 | $ 12 | |||
Par value per share | $ 0.0001 | $ 0.0001 | |||
Exercise price of warrants | $ 1.50 | $ 1.50 | $ 1.50 | ||
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 to complete Business Combination | 24 months | ||||
Percentage of additional fee per unit | 3.50% | ||||
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 | 380,000,000 | ||
Price per unit | $ 10 | $ 10 | |||
Par value per share | $ 0.0001 | 0.0001 | 0.0001 | ||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | ||
Class B common stock | |||||
Public Offering | |||||
Number of shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Public Offering | |||||
Public Offering | |||||
Sale of Units to the public at $10.00 per unit (in shares) | 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 | ||||
Proposed Offering | |||||
Public Offering | |||||
Units authorized to be issued | 60,000,000 | ||||
Price per unit | $ 10 | ||||
Number of warrants in a unit | 0.25 | ||||
Warrants exercisable term after the completion of a business combination | 30 days | ||||
Warrants exercisable term from the closing of the public offering | 12 months | ||||
Percentage of underwriting discount per unit | 2.00% | ||||
Proposed Offering | Class A common stock | |||||
Public Offering | |||||
Number of Shares Issued Per Unit | 1 | ||||
Par value per share | $ 0.0001 | ||||
Number of shares issuable per warrant | 1 | ||||
Exercise price of warrants | $ 11.50 | ||||
Over-allotment option | |||||
Public Offering | |||||
Units authorized to be issued | 9,000,000 | ||||
Number of days option provided | 45 days |
Related Party Transactions - _2
Related Party Transactions - Founder shares (Details) | May 08, 2020USD ($)shares | May 02, 2020shares | Mar. 05, 2020USD ($)$ / sharesshares | Mar. 02, 2020shares | Feb. 10, 2020shares | Jan. 24, 2020$ / sharesshares | Jan. 24, 2020USD ($)$ / sharesshares | Jan. 15, 2020USD ($)$ / sharesshares | Feb. 29, 2020shares | Jun. 30, 2020$ / sharesshares | Mar. 31, 2020USD ($) | [1] |
Related Party Transactions | ||||||||||||
Capital contribution by sponsor | $ | $ 25,000 | $ 25,000 | ||||||||||
Percentage of issued and outstanding shares after the Proposed Offering collectively held by initial stockholders | 20.00% | |||||||||||
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 | 1 year | ||||||||||
Price per share | $ / shares | $ 12 | $ 12 | $ 12 | |||||||||
Closing price of share for threshold trading days | 20 days | 20 days | 20 days | |||||||||
Closing price of share for threshold consecutive trading days | 30 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 | 150 days | ||||||||||
Sponsor | ||||||||||||
Related Party Transactions | ||||||||||||
Number of shares transferred to each initial stockholder | 20,000 | 14,375,000 | ||||||||||
Number of shares held by sponsor | 17,190,000 | 17,210,000 | 14,335,000 | |||||||||
Aggregate purchase price | $ | $ 80,000 | $ 80,000 | ||||||||||
Sponsor | Subsequent event | ||||||||||||
Related Party Transactions | ||||||||||||
Number of shares held by sponsor | 14,335,000 | |||||||||||
Laurence E. Paul | ||||||||||||
Related Party Transactions | ||||||||||||
Number of shares received from sponsor | 20,000 | 20,000 | ||||||||||
Messrs. Delman | ||||||||||||
Related Party Transactions | ||||||||||||
Number of shares received from sponsor | 20,000 | |||||||||||
Messrs. Delman | Subsequent event | ||||||||||||
Related Party Transactions | ||||||||||||
Number of shares received from sponsor | 20,000 | |||||||||||
Kazam | ||||||||||||
Related Party Transactions | ||||||||||||
Number of shares received from sponsor | 20,000 | 20,000 | ||||||||||
Kazam | Subsequent event | ||||||||||||
Related Party Transactions | ||||||||||||
Number of shares received from sponsor | 20,000 | |||||||||||
Class A common stock | ||||||||||||
Related Party Transactions | ||||||||||||
Percentage of issued and outstanding shares after the Proposed Offering collectively held by initial stockholders | 20.00% | |||||||||||
Number of founder shares outstanding | 0 | 0 | 2,841,111 | |||||||||
Price per share | $ / shares | $ 10 | |||||||||||
Class B common stock | ||||||||||||
Related Party Transactions | ||||||||||||
Percentage of issued and outstanding shares after the Proposed Offering collectively held by initial stockholders | 20.00% | |||||||||||
Number of shares for forfeited | 2,250,000 | |||||||||||
Number of founder shares outstanding | 17,250,000 | 17,250,000 | 17,250,000 | |||||||||
Class B common stock | Subsequent event | ||||||||||||
Related Party Transactions | ||||||||||||
Number of shares transferred to each initial stockholder | 14,375,000 | |||||||||||
Stock split | 1 | |||||||||||
Number of founder shares outstanding | 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 | |||||||||||
Class B common stock | Sponsor | Subsequent event | ||||||||||||
Related Party Transactions | ||||||||||||
Stock split | 1 | |||||||||||
Number of shares held by sponsor | 17,210,000 | |||||||||||
[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 Class B common stock in March 2020 (see Note 4). |
Related Party Transactions - _3
Related Party Transactions - Private placement warrants (Details) - USD ($) | Mar. 05, 2020 | Jan. 24, 2020 | Jun. 30, 2020 | Mar. 10, 2020 |
Related Party Transactions | ||||
Exercise price of warrants | $ 1.50 | $ 1.50 | ||
Proceeds from issuance of warrants | $ 15,050,000 | |||
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 | 1 year | ||
Class A common stock | ||||
Related Party Transactions | ||||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||
Public Offering | Class A common stock | ||||
Related Party Transactions | ||||
Number of shares called by each warrant. | 1 | |||
Proposed Offering | Class A common stock | ||||
Related Party Transactions | ||||
Exercise price of warrants | $ 11.50 | |||
Number of shares called by each warrant. | 1 | |||
Private Placement | ||||
Related Party Transactions | ||||
Exercise price of warrants | $ 1.50 | |||
Amount of expenses for Proposed Offering considered for determination of aggregate purchase price of warrants | $ 1,250,000 | |||
Number of shares called by each warrant. | 15,050,000 | |||
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 | 30 days |
Related Party Transactions - _4
Related Party Transactions - Sponsor loans administrative services agreement and working capital loans (Details) - USD ($) | Jan. 24, 2020 | Feb. 29, 2020 | Jun. 30, 2020 | Jun. 30, 2020 |
Sponsor Loans | ||||
Proceeds from issuance of an unsecured promissory note from sponsor | $ 300,000 | $ 300,000 | ||
Repaid borrowings on promissory note | $ 230,885 | |||
promissory note outstanding | 0 | $ 0 | ||
Administrative Services Agreement | ||||
Maximum administrative services expenses per month | 15,000 | $ 15,000 | ||
Total administrative services expenses | $ 45,000 | |||
Working Capital Loans | ||||
Maximum amount of working capital loans | $ 1,500,000 | $ 1,500,000 | ||
Exercise price of warrants | $ 1.50 | $ 1.50 | $ 1.50 | |
Borrowings under working capital loan | $ 0 | $ 0 | $ 0 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) | Mar. 05, 2020shares | Jan. 24, 2020Vote$ / sharesshares | Feb. 29, 2020 | Jun. 30, 2020Vote$ / sharesshares |
Stockholders Equity | ||||
Common shares, par value | $ / shares | $ 0.0001 | |||
Common shares, shares outstanding | 17,250,000 | |||
Percentage of issued and outstanding shares after the Proposed Offering collectively held by initial stockholders | 20.00% | |||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preferred shares, shares issued | 0 | 0 | ||
Preferred shares, shares outstanding | 0 | 0 | ||
Threshold period for filling registration statement after business combination | 15 days | |||
Warrants expiration term | 5 years | |||
Redemption price per warrant | $ / shares | $ 0.01 | |||
Threshold period for written notice of redemption | 30 days | |||
Redemption price of stock | $ / shares | $ 18 | |||
Redemption period after the warrants become exercisable | 90 days | |||
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 | 380,000,000 | 380,000,000 | ||
Common shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued | 0 | 2,841,111 | ||
Common shres, shares issued | 69,000,000 | |||
Common shares, shares outstanding | 0 | 2,841,111 | ||
Common shares, shares outstanding | 69,000,000 | |||
Shares subject to possible redemption | 66,158,889 | |||
Percentage of issued and outstanding shares after the Proposed Offering collectively held by initial stockholders | 20.00% | |||
Threshold period for written notice of redemption | 30 days | |||
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 | |||
Class B common stock | ||||
Stockholders Equity | ||||
Common shares, shares authorized | 20,000,000 | 20,000,000 | ||
Common shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued | 17,250,000 | 17,250,000 | ||
Common shares, shares outstanding | 17,250,000 | 17,250,000 | ||
Percentage of issued and outstanding shares after the Proposed Offering collectively held by initial stockholders | 20.00% | |||
Shares subject to forfeiture | 2,250,000 | |||
Common shares, votes per share | Vote | 1 | 1 | ||
Class B common stock | Subsequent event | ||||
Stockholders Equity | ||||
Common shares, shares outstanding | 17,250,000 | |||
Stock split ratio | 1 | |||
Class B common stock | Sponsor | Subsequent event | ||||
Stockholders Equity | ||||
Stock split ratio | 1 |
Subsequent Events (Details)
Subsequent Events (Details) | May 08, 2020shares | Mar. 05, 2020shares | Mar. 02, 2020shares | Feb. 10, 2020shares | Feb. 29, 2020 | Jun. 30, 2020shares | Jan. 24, 2020shares |
Subsequent Event [Line Items] | |||||||
Number of founder shares outstanding | 17,250,000 | ||||||
Class A common stock | |||||||
Subsequent Event [Line Items] | |||||||
Number of founder shares outstanding | 2,841,111 | 0 | |||||
Class B common stock | |||||||
Subsequent Event [Line Items] | |||||||
Number of founder shares outstanding | 17,250,000 | 17,250,000 | |||||
Sponsor | |||||||
Subsequent Event [Line Items] | |||||||
Number of founder shares held by sponsor | 17,190,000 | 17,210,000 | 14,335,000 | ||||
Messrs. Delman | |||||||
Subsequent Event [Line Items] | |||||||
Number of founder shares received from sponsor | 20,000 | ||||||
Kazam | |||||||
Subsequent Event [Line Items] | |||||||
Number of founder shares received from sponsor | 20,000 | 20,000 | |||||
Subsequent event | Class B common stock | |||||||
Subsequent Event [Line Items] | |||||||
Stock split ratio | 1 | ||||||
Number of founder shares outstanding | 17,250,000 | ||||||
Subsequent event | Sponsor | |||||||
Subsequent Event [Line Items] | |||||||
Number of founder shares held by sponsor | 14,335,000 | ||||||
Subsequent event | Sponsor | Class B common stock | |||||||
Subsequent Event [Line Items] | |||||||
Number of founder shares held by sponsor | 17,210,000 | ||||||
Stock split ratio | 1 | ||||||
Subsequent event | Messrs. Delman | |||||||
Subsequent Event [Line Items] | |||||||
Number of founder shares received from sponsor | 20,000 | ||||||
Subsequent event | Kazam | |||||||
Subsequent Event [Line Items] | |||||||
Number of founder shares received from sponsor | 20,000 |