Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 12, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
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 | 18,750,000 | |
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 $11.50 | |
Trading Symbol | GSAH WS | |
Security Exchange Name | NYSE |
Unaudited Condensed Balance She
Unaudited Condensed Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 623,137 | $ 5,000 |
Prepaid expenses | 716,748 | |
Total current assets | 1,339,885 | 5,000 |
Deferred tax asset | 78,317 | |
Cash and cash equivalent held in Trust Account | 750,051,760 | |
Accrued dividends receivable held in Trust Account | 3,758 | |
Total assets | 751,473,720 | 5,000 |
Current liabilities: | ||
Accounts payable | 249,164 | 636 |
Accrued offering costs | 503,000 | |
Income tax payable | 57 | |
Total current liabilities | 752,221 | 636 |
Deferred underwriting discount | 26,250,000 | |
Total liabilities | 27,002,221 | 636 |
Commitments and contingencies | ||
Class A common shares subject to possible redemption; 71,941,824 and -0- shares at redemption value at September 30, 2020 and December 31, 2019, respectively | 719,471,496 | 0 |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding | 0 | |
Additional paid-in capital | 5,293,078 | 2,988 |
Accumulated deficit | (295,255) | (636) |
Total stockholders' equity | 5,000,003 | 4,364 |
Total liabilities and stockholders' equity | 751,473,720 | 5,000 |
Common Class A [Member] | ||
Stockholders' equity: | ||
Common stock | 0 | |
Common Class B [Member] | ||
Stockholders' equity: | ||
Common stock | $ 1,874 | $ 2,012 |
Unaudited Condensed Balance S_2
Unaudited Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 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] | ||
Class A common shares subject to possible redemption | 71,941,824 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 3,058,176 | 0 |
Common stock, shares outstanding | 3,058,176 | 0 |
Temporary equity, shares outstanding | 71,941,824 | 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 | 18,750,000 | 20,125,000 |
Common stock, shares outstanding | 18,750,000 | 20,125,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Dividend income | $ 55,517 | $ 0 | $ 55,517 | $ 0 |
General and administrative expenses | (369,735) | 0 | (428,397) | 0 |
Income (loss) before income taxes | (314,218) | 0 | (372,880) | 0 |
Income tax benefit/(expense) | 65,998 | 0 | 78,260 | 0 |
Net loss | $ (248,220) | $ 0 | $ (294,620) | $ 0 |
Common Class A [Member] | ||||
Weighted average number of shares outstanding | 73,369,565 | 0 | 24,725,275 | 0 |
Net loss per common share | $ 0 | $ 0 | $ (0.01) | $ 0 |
Common Class B [Member] | ||||
Weighted average number of shares outstanding | 19,407,609 | 20,125,000 | 19,883,242 | 20,125,000 |
Net loss per common share | $ 0 | $ 0 | $ (0.01) | $ 0 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes In Stockholders' Equity - USD ($) | Total | Common Class A [Member] | Common Stock [Member]Common Class A [Member] | Common Stock [Member]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 | |||||
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 Sep. 30, 2019 | 4,705 | $ 2,012 | 2,988 | (295) | ||
Ending balance, Shares at Sep. 30, 2019 | 20,125,000 | |||||
Beginning balance at Mar. 31, 2019 | 4,705 | $ 2,012 | 2,988 | (295) | ||
Beginning 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 | |||||
Class A common stock issued, Shares | 75,000,000 | |||||
Ending balance at Sep. 30, 2020 | 5,000,003 | $ 306 | $ 1,874 | 5,293,078 | (295,255) | |
Ending balance, Shares at Sep. 30, 2020 | 3,058,176 | 18,750,000 | ||||
Beginning balance at Mar. 31, 2020 | 4,364 | $ 2,012 | 2,988 | (636) | ||
Beginning 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 | |||||
Class A common stock issued | 30,224,430 | $ 302 | 30,224,128 | |||
Class A common stock issued, Shares | 3,022,443 | |||||
Private Placement Warrants issued | 17,000,000 | 17,000,000 | ||||
Warrants attached to Class A common stock net of offering costs | 16,992,164 | 16,992,164 | ||||
Forfeiture of initial shareholder's stocks pursuant to partial exercise of underwriters'over-allotment option | $ (138) | 138 | ||||
Forfeiture of initial shareholder's stocks pursuant to partial exercise of underwriters'over-allotment option, Shares | (1,375,000) | |||||
Accretion for Class A common stock to redemption amount | (59,283,663) | (59,283,663) | ||||
Change in Class A common stock subject to possible redemption | 357,327 | $ 4 | 357,323 | |||
Change in Class A common stock subject to possible redemption, shares | 35,733 | |||||
Net income/(loss) | (248,220) | (248,220) | ||||
Ending balance at Sep. 30, 2020 | $ 5,000,003 | $ 306 | $ 1,874 | $ 5,293,078 | $ (295,255) | |
Ending balance, Shares at Sep. 30, 2020 | 3,058,176 | 18,750,000 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (294,620) | $ 0 |
Change in operating assets and liabilities: | ||
Increase in dividend receivable | (3,758) | 0 |
Increase in prepaid expenses | (716,748) | |
Increase in deferred tax assets | (78,317) | |
Increase in accounts payable | 248,528 | 0 |
Increase in income tax payable | 57 | |
Net cash provided by/(used for) operating activities | (844,858) | 0 |
Cash flows from financing activities: | ||
Proceeds from sale of Class A common stock to public | 750,000,000 | 0 |
Proceeds from sale of Private Placement Warrants | 17,000,000 | 0 |
Payment of underwriting discounts | (15,000,000) | 0 |
Payment of offering costs | (485,245) | 0 |
Proceeds from promissory note | 300,000 | 0 |
Repayment of promissory note | (300,000) | 0 |
Net cash provided by financing activities | 751,514,755 | 0 |
Increase in cash | 750,669,897 | 0 |
Cash and restricted cash and cash equivalents at beginning of period | 5,000 | 5,000 |
Cash and restricted cash and cash equivalents at end of period | 750,674,897 | 5,000 |
Supplemental disclosure of non-cash financing activities | ||
Accrued offering costs | 503,000 | 0 |
Deferred underwriting discount | $ 26,250,000 | $ 0 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 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 September 30, 2020 relates to the Company’s formation and its initial public offering (the “Public Offering”) described below and identifying and evaluation prospective acquisition targets for an Initial Business Combination. 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 for 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 partially exercised 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 3). 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 3). The Trust Account The proceeds held in the Trust Account are invested in a money market fund registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and meeting certain conditions under Rule 2a-7. Except with respect to interest or dividend 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 The balance in the Trust Account as of September 30, 2020 was $ 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 | 9 Months Ended |
Sep. 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 and Cash Equivalents Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of ninety ( ) The cash held in the money market account is considered restricted. Dividend income from money market funds is recognized on an accrual basis. Redeemable Shares of Class A Common Stock As discussed in Note 1, all of the 75,000,000 shares of Class A common stock sold as parts of the Units in the Public Offering contain a redemption feature. 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 amended and restated certificate of incorporation 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 of the security at the end of each reporting period. Increases or decreases in the carrying value amount of redeemable shares of Class A common stock shall be affected by charges against additional paid-in capital. Accordingly, as of Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during the period. The Company applies the two-class As of As of 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. Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 underwriter Income Taxes The Company is taxed as a corporation for U.S. federal income tax purposes. As a corporation, for tax purposes, the Company is subject to U.S. federal and various state and local income taxes on its earnings. Prior to July 2020, the Company was Th e To the extent the Company generates tax benefits from losses during such time that it is consolidated with the Group Inc ., Following changes in ownership starting July 2020, the Company deconsolidated from the Group Inc. for tax purposes and the tax sharing arrangement with the Group Inc. 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 after it ceases being consolidated with the Group Inc., 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. 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 September 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 September 30, 2020 and December 31, 2019. 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 | 9 Months Ended |
Sep. 30, 2020 | |
Text Block [Abstract] | |
Public Offering | Note 3—Public Offering Upon the closing of closing 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 Underwriting Underwriting Discount Underwriting Discount has been recorded as a deferred liability on the balance sheet as of |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 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. On June 29, 2020, the Sponsor transferred 1,325,000 of its Founder Shares to GS Acquisition Holdings II Employee Participation LLC (“Employee Participation LLC”), an affiliate of the Sponsor. The 20,125,000 Founders Shares included an aggregate of up to 2,625,000 shares that were subject to forfeiture if the underwriters’ option to purchase additional shares was not exercised in full by the underwriters to maintain the number of Founder Shares equal to . on August 13, 2020, number of Founder Shares equal to , upon the completion of the Public Offering. 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 The Sponsor has 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”). 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. Proceeds from the sale of non-redeemable The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. 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. For the three and nine months ended September 30, 2020, the Company incurred expenses of $30,000, under this agreement. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 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 September 30, 2020, there were 75,000,000 shares of Class A common stock issued and outstanding, of which 71,941,824 shares were subject to possible redemption and are classified outside of permanent equity at the balance sheet, and 18,750,000 shares of Class B common stock issued and outstanding. In connection with issuance of shares of Class A common stock, the Company issued 18,750,000 warrants. The Company has determined that the warrants are accounted for separately from shares of Class A common stock. 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 September 30, 2020, there were no shares of preferred stock issued or outstanding. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 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 November 12 the Sponsor agreed to loan the Company up to an aggregate of $2,000,000. Any amounts borrowed under this loan are non-interest bearing, unsecured and are due at the earlier of the date the Company is required to complete its Initial Business Combination pursuant to its amended and restated certificate of incorporation, as amended from time to time, and the closing of the Initial business Combination. As of November 13 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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 and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of ninety ( ) The cash held in the money market account is considered restricted. Dividend income from money market funds is recognized on an accrual basis. |
Redeemable Shares of Class A Common Stock | Redeemable Shares of Class A Common Stock As discussed in Note 1, all of the 75,000,000 shares of Class A common stock sold as parts of the Units in the Public Offering contain a redemption feature. 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 amended and restated certificate of incorporation 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 of the security at the end of each reporting period. Increases or decreases in the carrying value amount of redeemable shares of Class A common stock shall be affected by charges against additional paid-in capital. Accordingly, as of |
Net Loss Per Common Share | Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during the period. The Company applies the two-class As of As of |
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. |
Offering Costs | Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 underwriter |
Income Taxes | Income Taxes The Company is taxed as a corporation for U.S. federal income tax purposes. As a corporation, for tax purposes, the Company is subject to U.S. federal and various state and local income taxes on its earnings. Prior to July 2020, the Company was Th e To the extent the Company generates tax benefits from losses during such time that it is consolidated with the Group Inc ., Following changes in ownership starting July 2020, the Company deconsolidated from the Group Inc. for tax purposes and the tax sharing arrangement with the Group Inc. 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 after it ceases being consolidated with the Group Inc., 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. |
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 September 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 September 30, 2020 and December 31, 2019. 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 | Sep. 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% | ||
Balance in trust account | $ 750,055,518 | ||
Accrued dividends | $ 3,758 | ||
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 | ||
Asset Held in Trust [Member] | |||
Organization And Business Operations [Line Items] | |||
Accrued dividends | $ 3,758 | ||
IPO [Member] | |||
Organization And Business Operations [Line Items] | |||
Shares issued during the period,shares | 75,000,000 | ||
Underwriter Option [Member] | IPO [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) - USD ($) | Jul. 02, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Summary Of Significant Accounting Policy [Line Items] | ||||
Federal depository insurance coverage | $ 250,000 | |||
Company redeem its public shares, Value | 5,000,001 | |||
Offering costs | 485,245 | $ 0 | ||
Goldman Sachs Financial Square Treasury Investments Fund [Member] | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Deposits held | 750,051,760 | |||
IPO [Member] | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Class A common stock issued, Shares | 75,000,000 | |||
Offering costs | 988,245 | |||
Custodian Bank [Member] | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Deposits held | $ 623,137 | |||
Common Class A [Member] | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Class A common stock issued, Shares | 75,000,000 | |||
Proceeds from public offering | $ 41,250,000 | |||
Change in Class A common shares subject to redemption | 71,941,824 | 0 | ||
Conversion of warrants to Class A common shares | 27,250,000 |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - USD ($) | Jul. 02, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||
Period from closing of public offering for exercise of warrants | 12 months | |||
Payment of underwriters discounts | $ 15,000,000 | $ 0 | ||
Additional fee payable on gross proceed | $ 26,250,000 | |||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares issued | 3,058,176 | 0 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Shares issued during the period,shares | 75,000,000 | |||
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 | |||
Shares issued during the period,shares | 75,000,000 | |||
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 | |||
Over-Allotment Option [Member] | ||||
Class of Stock [Line Items] | ||||
Shares issued during the period,shares | 5,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Sep. 30, 2020 | Jul. 02, 2020 | Jun. 11, 2020 | May 28, 2020 | Apr. 17, 2020 | Jul. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Related Party Transaction [Line Items] | |||||||||
Stock issued during period, value, new issues | $ 30,224,430 | ||||||||
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 | ||||||||
Proceeds from public offering deposited in the trust account | $ 750,051,760 | 750,051,760 | $ 750,051,760 | ||||||
Proceeds from promissory note | 300,000 | $ 0 | |||||||
Payment to affiliate of the Sponsor per month | $ 10,000 | $ 10,000 | 10,000 | ||||||
Repayment of notes to affiliate | $ 300,000 | $ 0 | |||||||
Private Placement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Warrants purchased by sponsor | 8,500,000 | 8,500,000 | 8,500,000 | ||||||
Warrant exercise price per share | $ 2 | $ 2 | $ 2 | ||||||
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 | 2,625,000 | 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 | 20,125,000 | 2,875,000 | ||||||
Transferred of founder shares | 1,325,000 | ||||||||
Percentage of founder shares | 20.00% | 20.00% | |||||||
GS DC Sponsor I LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares in each unit | 1 | ||||||||
Proceeds from public offering deposited in the trust account | $ 750,000,000 | $ 750,000,000 | $ 750,000,000 | ||||||
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 | 8,500,000 | 8,500,000 | ||||||
Share price | $ 2 | $ 2 | $ 2 | ||||||
Warrant exercise price per share | $ 11.50 | $ 11.50 | $ 11.50 | ||||||
Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Repayment of notes to affiliate | $ 300,000 | ||||||||
Administrative Support Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction expenses | $ 30,000 | $ 30,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - shares | 9 Months Ended | |
Sep. 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 | 3,058,176 | 0 |
Common stock, shares outstanding | 3,058,176 | 0 |
Shares subject to possible redemption, classified outside of permanent equity | 71,941,824 | 0 |
Warrants Issued | 18,750,000 | |
Common Class A [Member] | Shares Subject To Possible Redemption [Member] | ||
Equity [Line Items] | ||
Common stock, shares issued | 75,000,000 | |
Common stock, shares outstanding | 75,000,000 | |
Common Class B [Member] | ||
Equity [Line Items] | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 18,750,000 | 20,125,000 |
Common stock, shares outstanding | 18,750,000 | 20,125,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Nov. 12, 2020USD ($) |
Subsequent Event [Member] | Liquidity Arrangement [Member] | |
Subsequent Event [Line Items] | |
Liquidity Funds for future needs | $ 2,000,000 |