Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 12, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | GS Acquisition Holdings Corp II | |
Entity Central Index Key | 0001809987 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, State or Province | NY | |
Entity Interactive Data Current | Yes | |
Units, each consisting of one share of Class A common stock and one-quarter of one redeemable warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-quarter of one redeemable warrant | |
Trading Symbol | GSAH.U | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | GSAH | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 75,000,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,125,000 | |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | GSAH WS | |
Security Exchange Name | NYSE |
Unaudited Condensed Balance She
Unaudited Condensed Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 79,261 | $ 5,000 |
Deferred offering costs | 918,691 | |
Total assets | 997,952 | 5,000 |
Current liabilities: | ||
Accrued offering costs | 692,952 | |
Related party sponsor note | 300,000 | |
Accounts payable | 47,035 | 636 |
Total liabilities | 1,039,987 | 636 |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding | ||
Additional paid-in capital | 2,988 | 2,988 |
Accumulated deficit | (47,035) | (636) |
Total stockholders' equity | (42,035) | 4,364 |
Total liabilities and stockholders' equity | 997,952 | 5,000 |
Common Class A [Member] | ||
Stockholders' equity: | ||
Common stock | ||
Common Class B [Member] | ||
Stockholders' equity: | ||
Common stock | 2,012 | 2,012 |
Total stockholders' equity | $ 2,012 | $ 2,012 |
Unaudited Condensed Balance S_2
Unaudited Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 20,125,000 | 20,125,000 |
Common stock, shares outstanding | 20,125,000 | 20,125,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
General and administrative expenses | 58,661 | 0 | 58,661 | 0 |
Income (loss) before income tax (provision) benefit | (58,661) | 0 | (58,661) | 0 |
Income tax (provision) benefit | 12,262 | 0 | 12,262 | 0 |
Net loss attributable to common stockholders | $ (46,399) | $ 0 | $ (46,399) | $ 0 |
Weighted average number of shares outstanding | 20,125,000 | 20,125,000 | 20,125,000 | 20,125,000 |
Net loss per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes In Stockholders' Equity - USD ($) | Total | Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2018 | $ 4,705 | $ 2,012 | $ 2,988 | $ (295) |
Beginning balance, Shares at Dec. 31, 2018 | 20,125,000 | |||
Net income/(loss) | ||||
Ending balance at Mar. 31, 2019 | 4,705 | $ 2,012 | 2,988 | (295) |
Ending balance, Shares at Mar. 31, 2019 | 20,125,000 | |||
Net income/(loss) | ||||
Ending balance at Jun. 30, 2019 | 4,705 | $ 2,012 | 2,988 | (295) |
Ending balance, Shares at Jun. 30, 2019 | 20,125,000 | |||
Beginning balance at Dec. 31, 2019 | 4,364 | $ 2,012 | 2,988 | (636) |
Beginning balance, Shares at Dec. 31, 2019 | 20,125,000 | |||
Net income/(loss) | ||||
Ending balance at Mar. 31, 2020 | 4,364 | $ 2,012 | 2,988 | (636) |
Ending balance, Shares at Mar. 31, 2020 | 20,125,000 | |||
Net income/(loss) | (46,399) | (46,399) | ||
Ending balance at Jun. 30, 2020 | $ (42,035) | $ 2,012 | $ 2,988 | $ (47,035) |
Ending balance, Shares at Jun. 30, 2020 | 20,125,000 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (46,399) | $ 0 |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Increase in Accounts payable | 46,399 | 0 |
Net cash provided by / (used in) operating activities | 0 | 0 |
Cash flows from financing activities: | ||
Proceeds from related party sponsor note | 300,000 | 0 |
Payment of offering costs | (225,739) | 0 |
Net cash provided by/ (used in) financing activities | 74,261 | 0 |
Increase in cash | 74,261 | 0 |
Cash at beginning of period | 5,000 | 5,000 |
Cash at end of period | 79,261 | 5,000 |
Supplemental disclosure of non-cash financing activities | ||
Accrued offering costs | $ 692,952 | $ 0 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Organization and General GS Acquisition Holdings Corp II (the “Company”) was incorporated as a Delaware corporation on May 31, 2018. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). All activity for the period from May 31, 2018 (inception) through June 30, 2020 relates to the Company’s formation and its initial public offering (the “Public Offering”) described below. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating Sponsor and Financing The Company’s sponsor is GS Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement relating to the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on June 29, 2020. On June 30, 2020, the underwriters exercised a portion of their option to purchase additional Units (as defined below in Note 3). The Company’s Public Offering of 75,000,000 Units, including 5,000,000 Units pursuant to the underwriters’ partial exercise of such option, closed on July 2, 2020 (as described in Note 6). Upon the closing of the Public Offering and the Private Placement, $750,000,000 was placed in a trust account (the “Trust Account”) (discussed below). The Company intends to finance its Initial Business Combination with the net proceeds from the Public Offering and the sale of the Private Placement Warrants (as defined below in Note 4). The Trust Account The proceeds held in the Trust Account (as described in Note 6) are invested in a money market fund registered under the Investment C ompany Act of 1940, as amended (the “Investment Company Act”) and meeting c ertain conditions under Rule 2a-7. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Public Offering and the Private Placement will not be released from the Trust Account until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with the Initial Business Combination or to redeem 100% of its public shares if it does not complete the Initial Business Combination within 24 months from the closing of the Public Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-Initial Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering and the Private Placement are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount). There is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will provide its public stockholders with the opportunity to redeem all or a portion of their shares upon the completion of the Initial Business Combination, either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. 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 following such redemptions. In such case, the Company would not proceed with the redemption of its public shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial 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 Initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter redeem the public shares, at a per-share The Sponsor, Employee Participation LLC (as defined below in Note 4) and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below in Note 4) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Public Offering or during any extended time that the Company has to consummate an Initial Business Combination beyond 24 months as a result of a stockholder vote to amend its amended and restated certificate of incorporation. However, if the Sponsor, Employee Participation LLC or any of the Company’s directors or officers hold any shares of Class A common stock, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s final prospectus for the Public Offering filed with the SEC on July 1, 2020, as well as the Company’s audited balance sheet and notes thereto included in the Company’s Current Report on Form 8-K 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 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 accounting standards used. Cash Cash includes cash on hand and on deposit at banking institutions. As of June 30, 2020, the Company held deposits of $79,261 in a custodian account. Net Gain/(Loss) Per Common Share Net gain/(loss) per common share is computed by dividing net gain/(loss) applicable to common stockholders by the weighted average number of common shares 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 stock method. At June 30, 2020 and December 31, 2019, 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 stock method. As a result, diluted gain/(loss) per common share is the same as basic gain/(loss) per common share for the periods. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short term nature. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Deferred Offering Costs Deferred offering costs of $918,691 as of June 30, 2020, consist principally of costs incurred in connection with formation and preparation for the Public Offering . Income Taxes The Company was included in the consolidated tax return of Goldman Sachs & Co. LLC, the parent (the “Parent”) of the Sponso r (as described in Note 6). T he Company calculates the provision for income taxes by using a “separate return” method. Under this method the Company is assumed to file a separate return with the tax authority, thereby reporting its taxable income or loss and paying the applicable tax to, or receiving the appropriate refund from, the Parent. The Company’s current provision is the amount of tax payable or refundable on the basis of a hypothetical, current year, separate return. Any difference between the tax provision (or benefit) allocated to the Company under the separate return method and payments to be made to (or received from) the Parent for tax expense are treated as either dividends or capital contribution. Accordingly, the amount by which the Company’s tax liability under the separate return method exceeds the amount of tax liability ultimately settled as a result of using incremental expenses of the Parent is periodically settled as a capital contribution from the Parent to the Company. Deferred Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Unrecognized Tax Benefits The Company recognizes tax positions in the financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements. There were no unrecognized tax benefits as of June 30, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for interest expense and penalties related to income tax matters as of June 30, 2020. The Company is subject to income tax examinations by major taxing authorities since inception. 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 | |
Text Block [Abstract] | |
Public Offering | Note 3— Public Offering Upon closing of the initial Public Offering, the Company sold 75,000,000 units at an offering price of $10.00 per unit (the “Units”). The Sponsor purchased an aggregate of 8,500,000 Private Placement Warrants (as defined below) at a price of $2.00 per Private Placement Warrant (as described in Note 6). Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-fourth 30-trading The Company paid an underwriting commission of 2.0% of the gross proceeds of the Public Offering (or $15,000,000) to the underwriters at the closing of the Public Offering, with an additional fee (the “Deferred Discount”) of 3.5% of the gross proceeds of the Public Offering (or $26,250,000) payable upon the Company’s completion of the 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 the Initial Business Combination. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares In July 2018, the Sponsor purchased 575 shares of Class B common stock (the “Founder Shares”) for an aggregate price of $5,000. On April 17, 2020, the Company conducted a 1:5000 stock split, resulting in the Sponsor holding 2,875,000 Founder Shares. Subsequently, on June 11, 2020, the Company conducted a 1:7 stock split, resulting in the Sponsor holding 20,125,000 Founder Shares, as well as increased the authorized shares of Class B common stock to 50,000,000. The unaudited condensed financial statements reflect the changes of these splits retroactively for all periods presented. of its Founder Shares one-for-one The Company’s initial stockholders, officers and directors have agreed not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (i) one year after the completion of the Initial Business Combination, (ii) the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, and (iii) the date following the completion of the Initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property . The Sponsor purchased an aggregate of 8,500,000 private placement warrants at a price of $2.00 per whole warrant ($17,000,000 in the aggregate) in a private placement (the “Private Placement”) that closed concurrently with the closing of the Public Offering (the “Private Placement Warrants”) (as described in Note 6). Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. A total of $15,000 ,000 e eds The Company also held $1,741,161 (net of offering expenses, other than underwriting discounts, paid upon the closing of the Public Offering) of such proceeds outside the Trust Account (as described in Note 6). non-redeemable Registration Rights The holders of Founder Shares and Private Placement Warrants are, and holders of warrants that may be issued upon conversion of working capital loans, if any, will be, entitled to registration rights to require the Company to register the resale of any of its securities held by them (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement dated June 29, 2020. These holders are also entitled to certain piggyback registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Related Party Sponsor Note On April 17, 2020, an affiliate of the Sponsor agreed to loan the Company an aggregate amount of up to $300,000 to be used to pay a portion of the expenses related to the Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest Administrative Support Agreement The Company has entered into an agreement to pay an affiliate of the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon the earlier of the completion of the Initial Business Combination and the Company’s liquidation, the Company will cease paying these monthly fees. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2020 | |
Federal Home Loan Banks [Abstract] | |
Stockholders' Equity | Note 5—Stockholders’ Equity Common Stock The authorized common stock of the Company includes up to 500,000,000 shares of Class A common stock and 50,000,000 shares of Class B common stock. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock; provided that only holders of the Class B common stock have the right to vote on the election of the Company’s directors prior to the Initial Business Combination. At June 30, 2020, there were no shares of Class A common stock issued and outstanding, and 20,125,000 shares of Class B common stock issued and outstanding. Preferred Stock The Company is authorized to issue 5,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2020, there were no shares of preferred stock issued or outstanding. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 6—Subsequent Events Management has performed an evaluation of subsequent events through the date of issuance of the financial statements, noting no other items which require adjustment or disclosure other than those disclosed below. On July 2, 2020, upon closing of the initial Public Offering the Company issued 75,000,000 Units, including the issuance of 5,000,000 Units as a result of the underwriters’ partial exercise of their option to purchase additional Units. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per Class A common stock and one-quarter of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $750,000,000. Substantially concurrently with the closing of the initial Public Offering, the Company completed the sale of 8,500,000 Private Placement Warrants at a purchase price of $2.00 per Private Placement Warrant, to the Sponsor, generating gross proceeds to the Company of $17,000,000. On July 2, 2020, the Company placed $750,000,000 of proceeds (including $26,250,000 of deferred underwriting discount) from the Public Offering and the Private Placement Warrants in a Trust Account and also held $1,741,161 (net of offering expenses, other than underwriting discounts, paid upon the closing of the Public Offering) of such proceeds outside the Trust Account. The proceeds held in the Trust Accoun t were i nvested in Goldman Sachs Financial Square Treasury Investments Fund, a money market fund managed by an affiliate of the Sponsor. On July 2, 2020 the Company repaid the full $300,000 balance of the Note. Upon the closing of Public Offering, the Company deconsolidated from the Parent for tax purposes and the tax sharing arrangement with the Parent was terminated. Beginning July 2020, the Company will file separate corporate federal and state and local income tax returns. To the extent the Company generates tax losses, tax benefits from losses will be accrued if it is more likely than not the losses may be carried forward and utilized against future expected profits. Income taxes are provided for using the assets and liabilities method under which deferred tax assets and liabilities are recognized for temporary differences between the financial reporting and tax bases of assets and liabilities. On August 13, 2020, the Sponsor forfeited at no cost 1,375,000 Founder Shares in connection with the expiration of the remainder of the option granted to the underwriters of the Company’s initial Public Offering to purchase additional Units. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s final prospectus for the Public Offering filed with the SEC on July 1, 2020, as well as the Company’s audited balance sheet and notes thereto included in the Company’s Current Report on Form 8-K |
Emerging Growth Company | 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 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 accounting standards used. |
Cash | Cash Cash includes cash on hand and on deposit at banking institutions. As of June 30, 2020, the Company held deposits of $79,261 in a custodian account. |
Net Gain/(Loss) Per Common Share | Net Gain/(Loss) Per Common Share Net gain/(loss) per common share is computed by dividing net gain/(loss) applicable to common stockholders by the weighted average number of common shares 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 stock method. At June 30, 2020 and December 31, 2019, 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 stock method. As a result, diluted gain/(loss) per common share is the same as basic gain/(loss) per common share for the periods. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, 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. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short term nature. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs of $918,691 as of June 30, 2020, consist principally of costs incurred in connection with formation and preparation for the Public Offering . |
Income Taxes | Income Taxes The Company was included in the consolidated tax return of Goldman Sachs & Co. LLC, the parent (the “Parent”) of the Sponso r (as described in Note 6). T he Company calculates the provision for income taxes by using a “separate return” method. Under this method the Company is assumed to file a separate return with the tax authority, thereby reporting its taxable income or loss and paying the applicable tax to, or receiving the appropriate refund from, the Parent. The Company’s current provision is the amount of tax payable or refundable on the basis of a hypothetical, current year, separate return. Any difference between the tax provision (or benefit) allocated to the Company under the separate return method and payments to be made to (or received from) the Parent for tax expense are treated as either dividends or capital contribution. Accordingly, the amount by which the Company’s tax liability under the separate return method exceeds the amount of tax liability ultimately settled as a result of using incremental expenses of the Parent is periodically settled as a capital contribution from the Parent to the Company. |
Deferred Income Taxes | Deferred Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. |
Unrecognized Tax Benefits | Unrecognized Tax Benefits The Company recognizes tax positions in the financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements. There were no unrecognized tax benefits as of June 30, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for interest expense and penalties related to income tax matters as of June 30, 2020. The Company is subject to income tax examinations by major taxing authorities since inception. |
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. |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Jul. 02, 2020 | Jun. 30, 2020 | Jun. 30, 2020 |
Organization And Business Operations [Line Items] | |||
Deposit to trust account | $ 750,000,000 | ||
Percentage of public shares required to repurchase if business combination is not completed within specified period | 100.00% | ||
Percentage of fair market value to that of balance in the trust account | 80.00% | ||
Interest to pay dissolution expenses | $ 100,000 | ||
Period from closing of public offering to complete business combination | 24 months | ||
IPO [Member] | Subsequent Event [Member] | |||
Organization And Business Operations [Line Items] | |||
Shares issued during the period,shares | 75,000,000 | ||
Underwriter Option [Member] | IPO [Member] | Subsequent Event [Member] | |||
Organization And Business Operations [Line Items] | |||
Shares issued during the period,shares | 5,000,000 | ||
Maximum [Member] | |||
Organization And Business Operations [Line Items] | |||
Payment of deferred underwriting commissions | $ 5,000,001 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | Jun. 30, 2020USD ($) |
Summary Of Significant Accounting Policy [Line Items] | |
Federal depository insurance coverage | $ 250,000 |
Deferred Offering Costs Non Current | 918,691 |
Custodian Bank [Member] | |
Summary Of Significant Accounting Policy [Line Items] | |
Deposits held | $ 79,261 |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - USD ($) | Jul. 02, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||
Period from closing of public offering for exercise of warrants | 12 months | ||
Payment of underwriters discounts | $ 26,250,000 | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares issued | 0 | 0 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
IPO [Member] | |||
Class of Stock [Line Items] | |||
Warrant exercisable, term | 90 days | ||
Warrant redemption price per share | $ 0.10 | ||
Warrant redemption stock price trigger | $ 10 | ||
IPO [Member] | Minimum [Member] | |||
Class of Stock [Line Items] | |||
Warrant redemption period | 30 days | ||
IPO [Member] | Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares issued | 75,000,000 | ||
Offering price | $ 10 | ||
Warrant exercise price per share | 11.50 | ||
Common stock, par value | $ 0.0001 | ||
Warrant exercisable, term | 30 days | ||
Warrant expiration, term | 5 years | ||
Warrant redemption price per share | $ 0.01 | ||
Warrant redemption stock price trigger | $ 18 | ||
Warrant redemption threshold trading days | 20 days | ||
Warrant redemption threshold consecutive trading days | 30 days | ||
IPO [Member] | Common Class A [Member] | Minimum [Member] | |||
Class of Stock [Line Items] | |||
Warrant redemption period | 30 days | ||
Private Placement [Member] | |||
Class of Stock [Line Items] | |||
Warrants purchased by sponsor | 8,500,000 | ||
Warrant exercise price per share | $ 2 | ||
Public Offering [Member] | |||
Class of Stock [Line Items] | |||
Percentage of underwriting commission on gross proceeds | 2.00% | ||
Payment of underwriters discounts | $ 15,000,000 | ||
Percentage of additional fee payable on gross proceed | 3.50% | ||
Additional fee payable on gross proceed | $ 26,250,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jun. 11, 2020 | May 28, 2020 | Apr. 17, 2020 | Jul. 31, 2018 | Jun. 30, 2020 |
Related Party Transaction [Line Items] | |||||
Description of founder shares rights | to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (i) one year after the completion of the Initial Business Combination, (ii) the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, and (iii) the date following the completion of the Initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property.​​​​​​​ | ||||
Founder shares be transferred, assigned or sold, last sale price of Class A common stock equals or exceeds | $ 12 | ||||
Payment to affiliate of the Sponsor per month | $ 10,000 | ||||
Asset Held Outside Trust [Member] | |||||
Related Party Transaction [Line Items] | |||||
Private Placement Warrants held outside the Trust Account | $ 1,741,161 | ||||
Private Placement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Warrants purchased by sponsor | 8,500,000 | ||||
Warrant exercise price per share | $ 2 | ||||
sale of the Private Placement Warrants | $ 15,000,000 | ||||
Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period, value, new issues | $ 50,000,000 | ||||
GSAM [Member] | |||||
Related Party Transaction [Line Items] | |||||
Founder Shares are subject to forfeiture | 1,375,000 | ||||
GSAM [Member] | Senior Notes [Member] | |||||
Related Party Transaction [Line Items] | |||||
Sponsor Note, face amount | $ 300,000 | ||||
Proceeds from promissory note | $ 300,000 | ||||
GSAM [Member] | Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued to director on appointment | 575 | ||||
Stock issued during period, value, new issues | $ 5,000 | ||||
Stock split ratio | 1:5000 | ||||
Stock issued during period, Stock split | 20,125,000 | 2,875,000 | |||
Transferred of founder shares | 1,325,000 | ||||
Percentage of founder shares | 20.00% | ||||
GS DC Sponsor I LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from public offering deposited in the trust account | 750,000,000,000,000 | ||||
GS DC Sponsor I LLC [Member] | Private Placement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period, value, new issues | $ 17,000,000 | ||||
Warrants purchased by sponsor | 8,500,000 | ||||
Share price | $ 2 | ||||
Number of shares in each unit | 1 | ||||
Warrant exercise price per share | $ 11.50 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - shares | Jun. 30, 2020 | Dec. 31, 2019 |
Equity [Line Items] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Equity [Line Items] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Equity [Line Items] | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 20,125,000 | 20,125,000 |
Common stock, shares outstanding | 20,125,000 | 20,125,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Aug. 13, 2020 | Jul. 02, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||
Payment of underwriters discounts | $ 26,250,000 | |||
Private Placement [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrant exercise price per share | $ 2 | |||
Subsequent Event [Member] | Sponsor [Member] | ||||
Subsequent Event [Line Items] | ||||
Repayable of notes payable to related party current | $ 300,000 | |||
Subsequent Event [Member] | IPO [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares issued during the period,shares | 75,000,000 | |||
Proceeds from units | $ 750,000,000 | |||
Sale of stock consideration received on transaction | $ 1,741,161 | |||
Subsequent Event [Member] | IPO [Member] | Underwriter Option [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares issued during the period,shares | 5,000,000 | |||
Warrant exercise price per share | $ 11.50 | |||
Subsequent Event [Member] | Private Placement [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrant exercise price per share | $ 2 | |||
Sale of private placement warrants | 8,500,000 | |||
Proceeds from warrant issue | $ 17,000,000 | |||
Common Class A [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock shares, issued | 0 | 0 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common Class A [Member] | IPO [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock shares, issued | 75,000,000 | |||
Common stock, par value | $ 0.0001 | |||
Warrant exercise price per share | 11.50 | |||
Offering price | $ 10 | |||
Common Class A [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value | $ 0.0001 | |||
Common Class A [Member] | Subsequent Event [Member] | IPO [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock shares, issued | 75,000,000 | |||
Common Stock Warrants And Class A Common Stock [Member] | Subsequent Event [Member] | IPO [Member] | ||||
Subsequent Event [Line Items] | ||||
Offering price | $ 10 | |||
Proceeds from units | $ 750,000,000 | |||
Founder Shares [Member] | Subsequent Event [Member] | Sponsor [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares forfeited during the period | 1,375,000 | |||
Shares forfeited during the period value | $ 0 |