Cover
Cover | 2 Months Ended |
Jun. 30, 2020 | |
Cover [Abstract] | |
Document Type | S-4/A |
Amendment Flag | true |
AmendmentDescription | Amendment No. 1 |
Entity Registrant Name | Kensington Capital Acquisition Corp. |
Entity Central Index Key | 0001811414 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET - USD ($) | Jun. 30, 2020 | May 01, 2020 | |
Current assets: | |||
Cash | $ 1,739,697 | $ 25,000 | |
Prepaid expenses | 237,797 | ||
Total current assets | 1,977,494 | 25,000 | |
Cash held in Trust Account | 230,000,000 | ||
Deferred offering costs associated with the proposed public offering | 61,500 | ||
Total Assets | 231,977,494 | 86,500 | |
Current liabilities: | |||
Accounts payable | 255,675 | ||
Accrued expenses | 117,000 | 64,000 | |
Franchise tax payable | 40,548 | ||
Note payable - related party | 75,000 | ||
Total current liabilities | 488,223 | 64,000 | |
Deferred underwriting commissions | 8,050,000 | ||
Total liabilities | 8,538,223 | ||
Commitments and Contingencies | |||
Class A common stock, par value $0.0001 per share; 21,843,927 shares subject to possible redemption at $10.00 per share | 218,439,270 | ||
Stockholders' Equity: | |||
Preferred stock, par value $0.0001 per share; 1,000,000 shares authorized; none issued and outstanding | |||
Additional paid-in capital | 5,062,172 | 24,425 | |
Accumulated deficit | (62,862) | (2,500) | |
Total stockholders' equity | 5,000,001 | 22,500 | |
Total Liabilities and Stockholders' Equity | 231,977,494 | 86,500 | |
Class A Common Stock | |||
Stockholders' Equity: | |||
Ordinary shares value | 116 | ||
Total stockholders' equity | 116 | ||
Class B Common Stock | |||
Stockholders' Equity: | |||
Ordinary shares value | 575 | 575 | [1],[2] |
Total stockholders' equity | $ 575 | $ 575 | |
[1] | On June 25, 2020, the Company effected a stock dividend with respect to the Class B common stock, resulting in the sponsor holding an aggregate of 5,750,000 founder shares . All shares and associated amounts have been retroactively restated to reflect the share capitalization (see Note 4). | ||
[2] | This number includes up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) | Jun. 30, 2020$ / sharesshares |
Temporary equity, redemption price per share | $ / shares | $ 10 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, outstanding | 0 |
Class A Common Stock | |
Temporary equity, par value | $ / shares | $ 0.0001 |
Temporary equity, shares subject to possible redemption | 21,843,927 |
Temporary equity, redemption price per share | $ / shares | $ 10 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, authorized | 100,000,000 |
Common stock, issued | 1,156,073 |
Common stock, outstanding | 1,156,073 |
Class B Common Stock | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, authorized | 10,000,000 |
Common stock, issued | 5,750,000 |
Common stock, outstanding | 5,750,000 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS - USD ($) | 1 Months Ended | 2 Months Ended | ||
May 01, 2020 | Jun. 30, 2020 | |||
Income Statement [Abstract] | ||||
General and administrative expenses | $ 2,500 | $ 22,314 | ||
Franchise tax expense | 40,548 | |||
Net loss | $ (2,500) | $ (62,862) | ||
Weighted average shares outstanding, basic and diluted | 5,000,000 | [1],[2] | 5,031,247 | [3] |
Basic and diluted net loss per share | $ 0 | $ (0.01) | ||
[1] | On June 25, 2020, the Company effected a stock dividend with respect to the Class B common stock, resulting in the sponsor holding an aggregate of 5,750,000 founder shares . All shares and associated amounts have been retroactively restated to reflect the share capitalization (see Note 4). | |||
[2] | This number excludes an aggregate of up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. | |||
[3] | This number excludes an aggregate of up to 21,843,927 shares of Class A common stock subject to possible redemption. |
CONDENSED STATEMENT OF OPERAT_2
CONDENSED STATEMENT OF OPERATIONS (Parenthetical) - shares | 1 Months Ended | 2 Months Ended |
May 01, 2020 | Jun. 30, 2020 | |
Class A Common Stock | ||
Common stock, outstanding | 0 | 1,156,073 |
Class B Common Stock | ||
Common stock, outstanding | 5,750,000 | 5,750,000 |
Maximum | Class A Common Stock | ||
Weighted average number of common stock subject to possible forfeitures | 21,843,927 | |
Maximum | Over-Allotment Units | Class B Common Stock | ||
Weighted average number of common stock subject to possible forfeitures | 750,000 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY - USD ($) | Total | Sponsor | Private Placement WarrantsSponsor | Initial Public Offering | Class A Common Stock | Class A Common StockInitial Public Offering | Class B Common Stock | Class B Common StockSponsor | Additional Paid-in Capital | Additional Paid-in CapitalSponsor | Additional Paid-in CapitalPrivate Placement WarrantsSponsor | Additional Paid-in CapitalInitial Public Offering | Retained Earnings | |
Beginning balance at Apr. 16, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Beginning balance, Shares at Apr. 16, 2020 | 0 | 0 | ||||||||||||
Issuance of common stock to Sponsor, shares | 5,031,250 | |||||||||||||
Ending balance, Shares at Apr. 17, 2020 | 5,750,000 | |||||||||||||
Beginning balance at Apr. 16, 2020 | 0 | $ 0 | $ 0 | 0 | 0 | |||||||||
Beginning balance, Shares at Apr. 16, 2020 | 0 | 0 | ||||||||||||
Issuance of common stock to Sponsor | [1],[2] | $ 25,000 | $ 575 | $ 24,425 | ||||||||||
Issuance of common stock to Sponsor, shares | [1],[2] | 5,750,000 | ||||||||||||
Net loss | (2,500) | (2,500) | ||||||||||||
Ending balance at May. 01, 2020 | 22,500 | $ 575 | 24,425 | (2,500) | ||||||||||
Ending balance, Shares at May. 01, 2020 | 0 | 5,750,000 | ||||||||||||
Beginning balance at Apr. 16, 2020 | 0 | $ 0 | $ 0 | 0 | 0 | |||||||||
Beginning balance, Shares at Apr. 16, 2020 | 0 | 0 | ||||||||||||
Issuance of common stock to Sponsor | $ 25,000 | $ 575 | $ 24,425 | |||||||||||
Issuance of common stock to Sponsor, shares | 5,750,000 | |||||||||||||
Sale of units in initial public offering, gross | $ 230,000,000 | $ 2,300 | $ 229,997,700 | |||||||||||
Sale of units in initial public offering, gross, shares | 23,000,000 | |||||||||||||
Offering costs | (13,097,867) | (13,097,867) | ||||||||||||
Sale of private placement warrants to Sponsor in private placement | $ 6,575,000 | $ 6,575,000 | ||||||||||||
Common stock subject to possible redemption | (218,439,270) | $ (2,184) | (218,437,086) | |||||||||||
Common stock subject to possible, shares | (21,843,927) | |||||||||||||
Net loss | (62,862) | (62,862) | ||||||||||||
Ending balance at Jun. 30, 2020 | $ 5,000,001 | $ 116 | $ 575 | $ 5,062,172 | $ (62,862) | |||||||||
Ending balance, Shares at Jun. 30, 2020 | 1,156,073 | 5,750,000 | ||||||||||||
[1] | On June 25, 2020, the Company effected a stock dividend with respect to the Class B common stock, resulting in the sponsor holding an aggregate of 5,750,000 founder shares . All shares and associated amounts have been retroactively restated to reflect the share capitalization (see Note 4). | |||||||||||||
[2] | This number includes up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 1 Months Ended | 2 Months Ended |
May 01, 2020 | Jun. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ 2,500 | $ (62,862) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (25,297) | |
Accounts payable | 227,500 | |
Accrued expenses | 2,500 | (207,500) |
Franchise tax payable | 40,548 | |
Net cash used in operating activities | (27,611) | |
Cash Flows from Investing Activities | ||
Cash deposited in Trust Account | (230,000,000) | |
Net cash used in investing activities | (230,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | 25,000 |
Proceeds received from note payable to related party | 75,000 | |
Proceeds received from initial public offering, gross | 230,000,000 | |
Proceeds received from private placement | 6,575,000 | |
Offering costs paid | (4,907,692) | |
Net cash provided by financing activities | 25,000 | 231,767,308 |
Net change in cash | 25,000 | 1,739,697 |
Cash - end of the period | 25,000 | 1,739,697 |
Supplemental disclosure of noncash activities: | ||
Offering costs included in accrued expenses | $ 61,500 | 117,000 |
Offering costs included in accounts payable | 23,175 | |
Deferred underwriting commissions in connection with the initial public offering | 8,050,000 | |
Initial value of common stock subject to possible redemption | 218,439,270 | |
Prepaid expenses included in accrued expenses | 207,500 | |
Prepaid expenses included in accounts payable | $ 5,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 1 Months Ended | 2 Months Ended |
May 01, 2020 | Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements Abstract | ||
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation Kensington Capital Acquisition Corp. (the “Company”) was incorporated in Delaware on April 17, 2020. 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 “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search for a target business in the automotive and automotive-related sector. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of May 1, 2020, the Company had not commenced any operations. All activity for the period from April 17, 2020 (inception) through May 1, 2020 relates to the Company’s formation and the proposed initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in The Company’s sponsor is Kensington Capital Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering (the “Proposed Public Offering”) of 20,000,000 units (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit (or 23,000,000 units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 5,975,000 warrants (or 6,575,000 warrants if the underwriters’ over-allotment option is exercised in full) (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor that will close simultaneously with the Proposed Public Offering. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination 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 (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including proceeds from the sale of the Private Placement Warrants to the Sponsor, will be held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the The Company will provide holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Proposed Public Offering (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share), calculated as of two business days prior to the initial Business Combination, including interest earned on the funds held in the trust account and not previously released to the Company to pay the Company’s taxes, net of taxes payable. The per-share amount to The Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed, pursuant to a letter agreement with the Company, that they will not propose any amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business per-share If the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed Public Offering (as such period may be extended pursuant to the Certificate of Incorporation, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Proposed Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only, or less than, $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration As of May 1, 2020, the Company had $25,000 in cash and a working capital deficiency of $39,000. Further, the Company has incurred and expect to continue to incur significant costs in pursuit of its financing and acquisition plans. Management’s plans to address this need for capital through the Proposed Public Offering. The Company cannot assure that its plans to raise capital or to consummate an initial Business Combination will be successful. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from its inability to consummate the Proposed Public Offering or its inability to continue as a going concern. Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Note 1—Description of Organization, Business Operations and Basis of Presentation Kensington Capital Acquisition Corp. (the “Company”) was incorporated in Delaware on April 17, 2020. 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 “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search for a target business in the automotive and automotive-related sector. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of June 30, 2020, the Company had not commenced any operations. All activity for the period from April 17, 2020 (inception) through June 30, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Kensington Capital Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on June 25, 2020. On June 30, 2020, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.1 million, inclusive of approximately $8.1 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,575,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $6.6 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination 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 (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The Company will provide holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially $10.00 per Public Share), calculated as of two business days prior to the initial Business Combination, including interest earned on the funds held in the trust account and not previously released to the Company to pay the Company’s taxes, net of taxes payable. The per-share The Certificate of Incorporation provided that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed, pursuant to a letter agreement with the Company, that they will not propose any amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial per-share If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or June 30, 2022, (as such period may be extended pursuant to the Certificate of Incorporation, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only, or less than, $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As indicated in the accompanying unaudited condensed financial statements, at June 30, 2020, the Company had approximately $1.7 million in cash, and working capital of approximately $1.5 million (not taken into account tax obligations). The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the Founders Shares (as defined in Note 4), and loan proceeds from the Sponsor of $75,000 (which is still outstanding to date). Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Management is currently evaluating the impact of the COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 1 Months Ended | 2 Months Ended |
May 01, 2020 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies 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 limit of $250,000. At May 1, 2020, 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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Use of Estimates The preparation of financial statements in conformity with U.S. 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 during the reporting period. Actual results could differ from those estimates. Deferred Offering Costs Associated with the Proposed Public Offering Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. 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 is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (Note 5). At May 1, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. 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. Deferred tax assets were deemed immaterial as of May 1, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of May 1, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of May 1, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the period from April 17, 2020 (inception) through June 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 that is neither an emerging growth company nor an emerging growth company that 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 The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2020. Cash held in Trust Account At June 30, 2020, the Company had $230.0 million in cash held in the Trust Account. 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 limit 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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed financial statements. Use of Estimates The preparation of the financial statements in conformity with U.S. 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2020, 21,843,927 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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 is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period excluding common stock subject to forfeiture. An aggregate of 21,843,927 shares of Class A common stock subject to possible redemption at June 30, 2020 has been excluded from the calculation of basic loss per share of common stock, since such shares, if redeemed, only participate in their pro rata share of the trust earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the Over-Allotment Units) and Private Placement to purchase an aggregate of 18,075,000 shares of the Company’s common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. Reconciliation of net loss per common share The Company’s net loss is adjusted for the portion of income (loss) that is attributable to Class A common stock subject to redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: For The Period From April 17, 2020 (inception) through June 30, 2020 Net loss $ (62,862 ) Less: Income attributable to Class A ordinary shares subject to possible redemption — Adjusted net loss $ (62,862 ) Weighted average ordinary shares outstanding, basic and diluted 5,031,247 Basic and diluted net loss per ordinary share $ (0.01 ) 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. Deferred tax assets were deemed immaterial as of June 30, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 the payment of interest and penalties as of June 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statement of operations. Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 1 Months Ended | 2 Months Ended |
May 01, 2020 | Jun. 30, 2020 | |
Stockholders Equity Note Abstract | ||
Initial Public Offering | Note 3—Proposed Public Offering Pursuant to the Proposed Public Offering, the Company intends to offer for sale 20,000,000 units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock (such shares of common stock included in the Units being offered, the “Public Shares”), and one-half of one The Company will grant the underwriters a 45-day option from | Note 3—Initial Public Offering On June 30, 2020, the Company sold 23,000,000 Units, including 3,000,000 Over-Allotment Units, at a price of $10.00 per Unit, generating gross proceeds of $230.00 million, and incurring offering costs of approximately $13.1 million, inclusive of approximately $8.1 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-half |
Related Party Transactions
Related Party Transactions | 1 Months Ended | 2 Months Ended |
May 01, 2020 | Jun. 30, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On April 17, 2020, the Sponsor subscribed to purchase 5,031,250 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), and fully paid for those shares on May 1, 2020. On June 25, 2020, the Company effected a stock dividend with respect to the Class B common stock, resulting in the Sponsor holding an aggregate of 5,750,000 founder shares. All shares and associated amounts have been retroactively restated to reflect the share capitalization. The initial stockholders have agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares of common stock after the Proposed Public Offering. The initial stockholders will agree, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the 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 Private Placement Warrants The Sponsor will agree to purchase an aggregate of 5,975,000 Private Placement Warrants (or 6,575,000 Private Placement Warrants if the underwriters’ over-allotment option is exercised in full), at a price of $1.00 per Private Placement Warrant ($5,975,000 in the aggregate, or $6,575,000 if the underwriters’ over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of the Proposed Public Offering. Each whole 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 portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor will be added to the proceeds from the Proposed Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash The Sponsor will agree, subject to limited exceptions, not to transfer, assign or sell the Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On April 17, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans could be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. Service and Administrative Fees The Company has agreed to pay service and administrative fees of $20,000 per month to DEHC LLC, an affiliate of Daniel Huber, the Company’s Chief Financial Officer, for up to 18 months commencing on the date of consummation of the Proposed Public Offering. The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred | Note 4—Related Party Transactions Founder Shares On April 17, 2020, the Sponsor subscribed to purchase 5,031,250 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), and fully paid for those shares on June 30, 2020. On June 25, 2020, the Company effected a stock dividend with respect to the Class B common stock, resulting in the Sponsor holding an aggregate of 5,750,000 founder shares. All shares and associated amounts have been retroactively restated to reflect the share capitalization. The initial stockholders agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares represented 20.0% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering. The underwriter exercised its over-allotment option in full on June 30, 2020; thus, the 750,000 Founder Shares were no longer subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the 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 Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company sold 6,575,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately $6.6 million. Each whole 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 portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell the Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On April 17, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans could be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. Service and Administrative Fees The Company has agreed to pay service and administrative fees of $20,000 per month to DEHC LLC, an affiliate of Daniel Huber, the Company’s Chief Financial Officer, for up to 18 months commencing on the date of consummation of the Initial Public Offering. The Company believes that these fees are being paid on arms’ length terms and comparable to fees typically paid for similar services by other special purpose acquisition companies. As of June 30, 2020, the Company incurred $20,000 in general and administrative expenses in the accompanying condensed statement of operations and $20,000 in accounts payable in the accompanying balance sheet in connection with such services. The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket |
Commitments & Contingencies
Commitments & Contingencies | 1 Months Ended | 2 Months Ended |
May 01, 2020 | Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments & Contingencies | Note 5—Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Proposed Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters will be entitled to an underwriting discount of $0.20 per unit, or $4,000,000 in the aggregate (or approximately $4,600,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. $0.35 per unit, or approximately $7,000,000 in the aggregate (or approximately $8,050,000 in the aggregate if the underwriters’ over-allotment option is exercised in full) will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. | Note 5—Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares will be entitled to registration rights pursuant to a registration rights. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $8.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Equity
Stockholders' Equity | 1 Months Ended | 2 Months Ended |
May 01, 2020 | Jun. 30, 2020 | |
Stockholders Equity Note Abstract | ||
Stockholders' Equity | Note 6—Stockholder’s Equity Class A Common Stock Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders; provided that, prior to the completion of the initial Business Combination, holders of the Class B common stock will have the right to elect all of the Company’s directors and remove members of the Company’s board of directors for any reason. Prior to the completion of the initial Business Combination, only holders of the Class B common stock will have the right to vote on the Company’s election of directors. Holders of the Public Shares will not be entitled to vote on the Company’s election of directors during such time. In addition, prior to the completion of the initial Business Combination, holders of a majority of the outstanding shares of the Class B common stock may remove a member of the Company’s board of directors for any reason. These provisions of the Certificate of Incorporation may only be amended by a resolution passed by the holders of a majority of shares of the Class B common stock. With respect to any other matter submitted to a vote of the Company’s stockholders, including any vote in connection with the initial Business Combination, holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holders, on a one-for-one basis, subject as-converted Preferred Stock Warrants The warrants will have an exercise price of $11.50 per share. If (x) the Company issue additional shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of each warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants, except that (1) the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants will be non-redeemable The Company may call the Public Warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In addition, commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to a table in the warrant agreement; • if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; • if, and only if, the Private Placement Warrants are also concurrently called for redemption at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. | Note 6—Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders; provided that, prior to the completion of the initial Business Combination, holders of the Class B common stock will have the right to elect all of the Company’s directors and remove members of the Company’s board of directors for any reason. Prior to the completion of the initial Business Combination, only holders of the Class B common stock will have the right to vote on the Company’s election of directors. Holders of the Public Shares will not be entitled to vote on the Company’s election of directors during such time. In addition, prior to the completion of the initial Business Combination, holders of a majority of the outstanding shares of the Class B common stock may remove a member of the Company’s board of directors for any reason. These provisions of the Certificate of Incorporation may only be amended by a resolution passed by the holders of a majority of shares of the Class B common stock. With respect to any other matter submitted to a vote of the Company’s stockholders, including any vote in connection with the initial Business Combination, holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holders, on a one-for-one as-converted Warrants The warrants have an exercise price of $11.50 per share. If (x) the Company issue additional shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of each warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that (1) the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants are be non-redeemable The Company may call the Public Warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In addition, commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to a table in the warrant agreement; • if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; • if, and only if, the Private Placement Warrants are also concurrently called for redemption at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 2 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7—Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: • Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. • Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. Description Level June 30, 2020 Assets: Cash held in Trust Account 1 $ 230,000,000 |
Subsequent Events
Subsequent Events | 1 Months Ended | 2 Months Ended |
May 01, 2020 | Jun. 30, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 7—Subsequent Events Subsequent to May 1, 2020, the Company has borrowed $75,000 under the Note. The Company evaluated events that have occurred after the balance sheet date through May 8, 2020, which is the date on which these financial statements were issued. Based upon this review, except as below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. On June 25, 2020, the Company effected a stock dividend of 718,750 shares, resulting in the Sponsor holding an aggregate of 5,750,000 Founder Shares, of which an aggregate of up to 750,000 shares are subject to forfeiture. All share and per-share As a result of the execution of the underwriting agreement on June 25, 2020, the financial statements have been modified to reflect the final terms of the agreement. | Note 8—Subsequent Events On October 2, 2020, a putative class action lawsuit was filed against the Company. The complaint names the Company and certain members of the Company’s board as defendants. The complaint alleges, among other things, breach of fiduciary duty claims in connection with the proposed business combination with QuantumScape Corporation. Management with its legal counsel are currently evaluating the merits of the complaint and as of June 30, 2020, the Company had not accrued any amounts for this contingency. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 1 Months Ended | 2 Months Ended |
May 01, 2020 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the period from April 17, 2020 (inception) through June 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 that is neither an emerging growth company nor an emerging growth company that 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 The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2020. | |
Cash held in Trust Account | Cash held in Trust Account At June 30, 2020, the Company had $230.0 million in cash held in the Trust Account. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At May 1, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit 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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. 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 during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of the financial statements in conformity with U.S. 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Offering Costs Associated with the Initial Public Offering | Deferred Offering Costs Associated with the Proposed Public Offering Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. | Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Class A common stock subject to possible redemption | Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2020, 21,843,927 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | |
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 is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (Note 5). At May 1, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. | 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 is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period excluding common stock subject to forfeiture. An aggregate of 21,843,927 shares of Class A common stock subject to possible redemption at June 30, 2020 has been excluded from the calculation of basic loss per share of common stock, since such shares, if redeemed, only participate in their pro rata share of the trust earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the Over-Allotment Units) and Private Placement to purchase an aggregate of 18,075,000 shares of the Company’s common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. Reconciliation of net loss per common share The Company’s net loss is adjusted for the portion of income (loss) that is attributable to Class A common stock subject to redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: For The Period From April 17, 2020 (inception) through June 30, 2020 Net loss $ (62,862 ) Less: Income attributable to Class A ordinary shares subject to possible redemption — Adjusted net loss $ (62,862 ) Weighted average ordinary shares outstanding, basic and diluted 5,031,247 Basic and diluted net loss per ordinary share $ (0.01 ) |
Income Taxes | 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. Deferred tax assets were deemed immaterial as of May 1, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of May 1, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of May 1, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | 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. Deferred tax assets were deemed immaterial as of June 30, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 the payment of interest and penalties as of June 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statement of operations. |
Recent Accounting Standards | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 2 Months Ended |
Jun. 30, 2020 | |
Schedule Of Earnings Per Share Basic And Diluted [Abstract] | |
Summary of Basic and Diluted Loss per Share of Common Stock | The Company’s net loss is adjusted for the portion of income (loss) that is attributable to Class A common stock subject to redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: For The Period From April 17, 2020 (inception) through June 30, 2020 Net loss $ (62,862 ) Less: Income attributable to Class A ordinary shares subject to possible redemption — Adjusted net loss $ (62,862 ) Weighted average ordinary shares outstanding, basic and diluted 5,031,247 Basic and diluted net loss per ordinary share $ (0.01 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 2 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets Measured at Fair Value | Description Level June 30, 2020 Assets: Cash held in Trust Account 1 $ 230,000,000 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($) | Jun. 30, 2020 | Jun. 29, 2020 | May 01, 2020 | May 01, 2020 | Jun. 30, 2020 |
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | |||||
Payment of stock offering costs | $ 4,907,692 | ||||
Issue price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |
Assets held in trust | $ 230,000,000 | $ 230,000,000 | |||
Redemption price per share | $ 10 | $ 10 | |||
Maximum net tangible assets for business combination | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | |
Percentage of public shares to redeem | 100.00% | ||||
Interest to pay dissolution expenses | 100,000 | 100,000 | |||
Cash | 1,739,697 | 25,000 | 25,000 | $ 1,739,697 | |
Working capital | $ 1,500,000 | $ 39,000 | $ 39,000 | $ 1,500,000 | |
Proceeds from sale of founders shares | $ 25,000 | ||||
Number of units in a proposed public offering required to obtain adequate financial resources to commence operation | 20,000,000 | ||||
Number of units in proposed public offering if the underwriters overallotment option exercised in full | 23,000,000 | ||||
Proposed public offering price | $ 10 | ||||
Number of warrants in proposed public offering required to obtain adequate financial resources to commence operation | 5,975,000 | ||||
Number of warrants in proposed public offering if the underwriters overallotment option is exercised in full | 6,575,000 | ||||
Price per private placement warrant | $ 1 | $ 1 | |||
Percentage of shares to be redeemed without consent | 15.00% | ||||
Percentage of public shares to redeem | 100.00% | ||||
Sponsor | |||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | |||||
Loan proceeds from sponsor | $ 75,000 | ||||
Class A Common Stock | |||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | |||||
Common stock, par value | $ 0.0001 | 0.0001 | $ 0.0001 | $ 0.0001 | |
Redemption price per share | 10 | 10 | 10 | $ 10 | |
Private Placement Warrants | |||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | |||||
Number of warrants issued | 6,575,000 | ||||
Issue price of warrants | $ 1 | $ 1 | |||
Proceeds from issuance of warrants | $ 6,600,000 | ||||
Initial Public Offering | |||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | |||||
Number of shares sold | 23,000,000 | ||||
Stock issue price | $ 10 | $ 10 | $ 10 | $ 10 | |
Sale of units in initial public offering, gross | $ 230,000,000 | $ 230,000,000 | |||
Payment of stock offering costs | 13,100,000 | ||||
Payment of deferred underwriting commissions | $ 8,100,000 | ||||
Initial Public Offering | Class A Common Stock | |||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | |||||
Number of shares sold | 23,000,000 | ||||
Sale of units in initial public offering, gross | $ 2,300 | ||||
Initial Public Offering | Private Placement Warrants | |||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | |||||
Stock issue price | $ 10 | $ 10 | |||
Assets held in trust | $ 230,000,000 | $ 230,000,000 | |||
Over-Allotment Units | |||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | |||||
Number of shares sold | 3,000,000 | 3,000,000 | |||
Over-Allotment Units | Sponsor | |||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | |||||
Number of warrants issued | 6,575,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 1 Months Ended | 2 Months Ended |
May 01, 2020 | Jun. 30, 2020 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Cash equivalents | $ 0 | |
Cash held in Trust Account | 230,000,000 | |
Concentrations of credit risk federal depository insurance coverage limit | $ 250,000 | 250,000 |
Unrecognized tax benefits | 0 | 0 |
Accrued for payment of interest and penalties | $ 0 | $ 0 |
Weighted average shares subject to forfeiture | 750,000 | |
Warrants | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Antidilutive securities | 18,075,000 | |
Class A Common Stock Subject To Mandatory Redemption | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Temporary equity, shares subject to possible redemption | 21,843,927 | |
Antidilutive securities | 21,843,927 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Basic and Diluted Loss per Share of Common Stock (Detail) - USD ($) | 1 Months Ended | 2 Months Ended | ||
May 01, 2020 | Jun. 30, 2020 | |||
Schedule Of Earnings Per Share Basic And Diluted [Abstract] | ||||
Net loss | $ (2,500) | $ (62,862) | ||
Adjusted net loss | $ (62,862) | |||
Weighted average ordinary shares outstanding, basic and diluted | 5,000,000 | [1],[2] | 5,031,247 | [3] |
Basic and diluted net loss per ordinary share | $ 0 | $ (0.01) | ||
[1] | On June 25, 2020, the Company effected a stock dividend with respect to the Class B common stock, resulting in the sponsor holding an aggregate of 5,750,000 founder shares . All shares and associated amounts have been retroactively restated to reflect the share capitalization (see Note 4). | |||
[2] | This number excludes an aggregate of up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. | |||
[3] | This number excludes an aggregate of up to 21,843,927 shares of Class A common stock subject to possible redemption. |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - USD ($) | Jun. 30, 2020 | May 01, 2020 | Jun. 30, 2020 |
Payment of stock issue costs | $ 4,907,692 | ||
Description of public warrant | Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant | Each Unit consists of one share of Class A common stock (such shares of common stock included in the Units being offered, the "Public Shares"), and one-half of one redeemable warrant (each, a "Public Warrant"). | |
Class A Common Stock | |||
Warrant exercisable number of shares | 1 | 1 | |
Share price | $ 11.50 | $ 11.50 | $ 11.50 |
IPO excluding over Allotment | |||
Number of shares issued | 20,000,000 | ||
Initial Public Offering | |||
Number of shares issued | 23,000,000 | ||
Stock issue price | $ 10 | $ 10 | $ 10 |
Proceeds from issue of stock | $ 230,000,000 | $ 230,000,000 | |
Payment of stock issue costs | 13,100,000 | ||
Payment of deferred underwriting commissions | $ 8,100,000 | ||
Initial Public Offering | Class A Common Stock | |||
Number of shares issued | 23,000,000 | ||
Proceeds from issue of stock | $ 2,300 | ||
Warrant exercisable number of shares | 1 | ||
Over-Allotment Units | |||
Number of shares issued | 3,000,000 | 3,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jun. 25, 2020 | Apr. 17, 2020 | May 01, 2020 | Jun. 30, 2020 | Apr. 16, 2020 | |
Related Party Transaction [Line Items] | ||||||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||||
Period to issue warrant after completion of initial business combination | 30 days | 30 days | ||||
Note payable - related party | $ 75,000 | |||||
Founder | Over-Allotment Units | ||||||
Related Party Transaction [Line Items] | ||||||
Underwriter options exercised | 750,000 | |||||
Founder | Over-Allotment Units | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Shares forfeited | 750,000 | |||||
Working Capital Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Exercise price of warrants | $ 1 | $ 1 | ||||
Borrowing outstanding | $ 0 | $ 0 | ||||
Sponsor | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Number of trading days | 30 days | 30 days | ||||
Sponsor | Minimum | ||||||
Related Party Transaction [Line Items] | ||||||
Number of trading days | 20 days | 20 days | ||||
Number of days commencing after initial business combination | 150 days | 150 days | ||||
Sponsor | Over-Allotment Units | ||||||
Related Party Transaction [Line Items] | ||||||
Number of warrants issued | 6,575,000 | |||||
Sponsor | Private Placement Warrants | ||||||
Related Party Transaction [Line Items] | ||||||
Number of warrants issued | 5,975,000 | 6,575,000 | ||||
Warrants price | $ 1 | $ 1 | ||||
Proceeds from issuance of warrants | $ 6,600,000 | |||||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||||
Sponsor | Promissory Note | Initial Public Offering | ||||||
Related Party Transaction [Line Items] | ||||||
Debt face amount | $ 300,000 | |||||
Note payable - related party | $ 75,000 | $ 75,000 | ||||
DEHC LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Service and administrative fees | $ 20,000 | 20,000 | ||||
General and administrative expense | 20,000 | |||||
Accounts payable | $ 20,000 | |||||
DEHC LLC | Daniel Huber | ||||||
Related Party Transaction [Line Items] | ||||||
Period of service | 18 months | 18 months | ||||
Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, outstanding | 5,750,000 | 5,750,000 | 0 | |||
Class B Common Stock | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of common stock to Sponsor, shares | 5,750,000 | 5,031,250 | 5,750,000 | [1],[2] | 5,750,000 | |
Common stock, outstanding | 5,750,000 | 5,750,000 | ||||
Class B Common Stock | Sponsor | Over-Allotment Units | ||||||
Related Party Transaction [Line Items] | ||||||
Underwriter options exercised | 750,000 | |||||
Class B Common Stock | Sponsor | Founder | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of common stock to Sponsor, shares | 5,031,250 | |||||
Common stock, par value | $ 0.0001 | |||||
Common stock, outstanding | 5,750,000 | |||||
Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, outstanding | 0 | 1,156,073 | 0 | |||
Share price | $ 11.50 | $ 11.50 | ||||
Class A Common Stock | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Share price | $ 12 | |||||
Class A Common Stock | Sponsor | Minimum | ||||||
Related Party Transaction [Line Items] | ||||||
Share price | $ 12 | |||||
Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of shares issued and outstanding | 20.00% | |||||
Warrants | Working Capital Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Debt conversion converted instrument amount | $ 1,500,000 | $ 1,500,000 | ||||
[1] | On June 25, 2020, the Company effected a stock dividend with respect to the Class B common stock, resulting in the sponsor holding an aggregate of 5,750,000 founder shares . All shares and associated amounts have been retroactively restated to reflect the share capitalization (see Note 4). | |||||
[2] | This number includes up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 2 Months Ended |
May 01, 2020 | Jun. 30, 2020 | |
Underwriting discount per unit | $ 0.20 | $ 0.20 |
Payments for underwriting discount | $ 4,000,000 | $ 4,600,000 |
Deferred underwriting commission per unit | $ 0.35 | $ 0.35 |
Deferred underwriting commissions payable | $ 8,050,000 | |
Deferred underwriting commissions payable | $ 7,000,000 | |
Aggregate if the underwriters' over-allotment option is exercised in full | ||
Payments for underwriting discount | 4,600,000 | |
Deferred underwriting commissions payable | $ 8,050,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Jun. 25, 2020 | Apr. 17, 2020 | May 01, 2020 | Jun. 30, 2020 | Apr. 16, 2020 | |
Preferred stock, authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, outstanding | 0 | 0 | ||||
Stock split, description | The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holders, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as described herein. | |||||
Public warrants expiration term | 5 years | 5 years | ||||
Warrant exercise price | $ 11.50 | $ 11.50 | ||||
Percentage of proceeds from share issuances | 60.00% | 60.00% | ||||
Exercise price adjustment percentage | 115.00% | 115.00% | ||||
Redemption trigger price adjustment percentage | 180.00% | 180.00% | ||||
Minimum share price required for redemption of warrants | $ 18 | $ 18 | ||||
Maximum | ||||||
Business acquisition, share price | $ 9.20 | $ 9.20 | ||||
Sponsor | Maximum | ||||||
Number of trading days | 30 days | 30 days | ||||
Sponsor | Minimum | ||||||
Number of trading days | 20 days | 20 days | ||||
Private Placement Warrants | ||||||
Number of trading days | 20 days | 20 days | ||||
Warrant exercise price | $ 1 | |||||
Warrants redemption price per share | $ 0.01 | $ 0.01 | ||||
Number of trading days ending on third business day | 30 days | 30 days | ||||
Class A Common Stock | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, authorized | 100,000,000 | 100,000,000 | ||||
Common stock, shares, issued | 23,000,000 | |||||
Common stock, shares, outstanding | 23,000,000 | |||||
Temporary equity, shares subject to possible redemption | 21,843,927 | |||||
Common stock, outstanding | 0 | 1,156,073 | 0 | |||
Common stock, issued | 0 | 1,156,073 | ||||
Class A Common Stock | Private Placement Warrants | ||||||
Minimum share price required for redemption of warrants | $ 18 | $ 18 | ||||
Class A Common Stock | Public Warrants | ||||||
Minimum share price required for redemption of warrants | 10 | 10 | ||||
Warrants redemption price per share | 0.10 | 0.10 | ||||
Class B Common Stock | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, authorized | 10,000,000 | 10,000,000 | ||||
Common stock, outstanding | 5,750,000 | 5,750,000 | 0 | |||
Common stock, issued | 5,750,000 | 5,750,000 | ||||
Class B Common Stock | Sponsor | ||||||
Common stock, outstanding | 5,750,000 | 5,750,000 | ||||
Issuance of common stock to Sponsor, shares | 5,750,000 | 5,031,250 | 5,750,000 | [1],[2] | 5,750,000 | |
Threshold percentage of founder shares to total shares outstanding | 20.00% | 20.00% | ||||
Class B Common Stock | Over-Allotment Units | Sponsor | ||||||
Underwriter options exercised | 750,000 | |||||
Class B Common Stock | Over-Allotment Units | Sponsor | Maximum | ||||||
Over-allotment option is not exercised in full or in part | 750,000 | 750,000 | ||||
[1] | On June 25, 2020, the Company effected a stock dividend with respect to the Class B common stock, resulting in the sponsor holding an aggregate of 5,750,000 founder shares . All shares and associated amounts have been retroactively restated to reflect the share capitalization (see Note 4). | |||||
[2] | This number includes up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets Measured at Fair Value (Detail) | Jun. 30, 2020USD ($) |
Level 1 | |
Assets: | |
Cash held in Trust Account | $ 230,000,000 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - USD ($) | Jun. 25, 2020 | Apr. 17, 2020 | May 01, 2020 | [1],[2] | Jun. 30, 2020 |
Note payable - related party | $ 75,000 | ||||
Over-Allotment Units | Founder | Maximum | |||||
Shares forfeited | 750,000 | ||||
Class B Common Stock | Sponsor | |||||
Issuance of common stock to Sponsor, shares | 5,750,000 | 5,031,250 | 5,750,000 | 5,750,000 | |
Class B Common Stock | Sponsor | Founder | |||||
Issuance of common stock to Sponsor, shares | 5,031,250 | ||||
Subsequent Event | |||||
Note payable - related party | $ 75,000 | ||||
Subsequent Event | Over-Allotment Units | Founder | Maximum | |||||
Shares forfeited | 750,000 | ||||
Subsequent Event | Class B Common Stock | Sponsor | |||||
Stock dividend, shares | 718,750 | ||||
Issuance of common stock to Sponsor, shares | 5,750,000 | ||||
[1] | On June 25, 2020, the Company effected a stock dividend with respect to the Class B common stock, resulting in the sponsor holding an aggregate of 5,750,000 founder shares . All shares and associated amounts have been retroactively restated to reflect the share capitalization (see Note 4). | ||||
[2] | This number includes up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |