Document and Entity Information
Document and Entity Information - shares | 5 Months Ended | |
Sep. 30, 2020 | Nov. 13, 2020 | |
Entity Registrant Name | D8 Holdings Corp. | |
Entity Central Index Key | 0001812173 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex-Transition Period | false | |
Entity Shell Company | true | |
Document Transition Report | false | |
Entity File Number | 001-39384 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | E9 | |
Class A ordinary shares | ||
Entity Common Stock, Shares Outstanding | 34,500,000 | |
Class B ordinary shares | ||
Entity Common Stock, Shares Outstanding | 8,625,000 |
Unaudited Condensed Balance She
Unaudited Condensed Balance Sheet | Sep. 30, 2020USD ($) |
Current assets: | |
Cash | $ 1,176,843 |
Prepaid expenses | 203,515 |
Total current assets | 1,380,358 |
Investments held in Trust Accounts | 345,091,049 |
Total Assets | 346,471,407 |
Current liabilities: | |
Accounts payable | 35,300 |
Accrued expenses | 97,367 |
Total current liabilities | 132,667 |
Deferred underwriting commissions | 12,075,000 |
Total liabilities | 12,207,667 |
Commitments and Contingencies | |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized, 32,926,373 shares subject to possible redemption at $10.00 per share | 329,263,730 |
Shareholders' Equity: | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 5,116,609 |
Accumulated deficit | (117,619) |
Total shareholders' equity | 5,000,010 |
Total Liabilities and Shareholders' Equity | 346,471,407 |
Class A ordinary shares | |
Shareholders' Equity: | |
Ordinary shares | 157 |
Total shareholders' equity | 157 |
Class B ordinary shares | |
Shareholders' Equity: | |
Ordinary shares | 863 |
Total shareholders' equity | $ 863 |
Unaudited Condensed Balance S_2
Unaudited Condensed Balance Sheet (Parenthetical) | Sep. 30, 2020$ / sharesshares |
Preferred shares, par value | $ / shares | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 |
Preferred shares, shares issued | |
Preferred shares, shares outstanding | |
Class A ordinary shares | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 200,000,000 |
Common stock, shares issued | 1,573,627 |
Common stock, shares outstanding | 1,573,627 |
Ordinary shares, par value | $ / shares | $ 0.0001 |
Ordinary shares, authorized | 200,000,000 |
Ordinary shares, subject to possible redemption | 32,926,373 |
Ordinary shares, subject to possible redemption, per share | $ / shares | $ 10 |
Class B ordinary shares | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares issued | 8,625,000 |
Common stock, shares outstanding | 8,625,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 5 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Operating expenses | ||
General and administrative expenses | $ 157,125 | $ 183,829 |
Administrative fee - related party | 24,839 | 24,839 |
Total operating expenses | 181,964 | 208,668 |
Net gain from investments held in Trust Accounts | 91,049 | 91,049 |
Net loss | $ (90,915) | $ (117,619) |
Class A ordinary shares | ||
Operating expenses | ||
Weighted average shares outstanding, basic and diluted | 34,085,526 | 34,085,526 |
Basic and diluted net income (loss) per share | $ 0 | $ 0 |
Class B ordinary shares | ||
Operating expenses | ||
Weighted average shares outstanding, basic and diluted | 8,625,000 | 8,625,000 |
Basic and diluted net income (loss) per share | $ (0.02) | $ (0.02) |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes in Shareholders' Equity - USD ($) | Class A ordinary shares | Class B ordinary shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at May. 05, 2020 | |||||
Balance, shares at May. 05, 2020 | |||||
Issuance of Class B ordinary shares to Sponsor | $ 863 | 24,137 | 25,000 | ||
Issuance of Class B ordinary shares to Sponsor, shares | 8,625,000 | ||||
Net loss | (26,704) | (26,704) | |||
Balance at Jun. 30, 2020 | $ 863 | 24,137 | (26,704) | (1,704) | |
Balance, shares at Jun. 30, 2020 | 8,625,000 | ||||
Offering costs | (19,543,641) | (19,543,641) | |||
Sale of units in initial public offering, gross | $ 3,450 | 344,996,550 | 345,000,000 | ||
Sale of units in initial public offering, gross, shares | 34,500,000 | ||||
Sale of private placement warrants to Sponsor in private placement | 8,900,000 | 8,900,000 | |||
Shares subject to possible redemption | $ (3,293) | (329,260,437) | (329,263,730) | ||
Shares subject to possible redemption, shares | (32,926,373) | ||||
Net loss | (90,915) | (90,915) | |||
Balance at Sep. 30, 2020 | $ 157 | $ 863 | $ 5,116,609 | $ (117,619) | $ 5,000,010 |
Balance, shares at Sep. 30, 2020 | 1,573,627 | 8,625,000 |
Unaudited Condensed Statement o
Unaudited Condensed Statement of Cash Flows | 5 Months Ended |
Sep. 30, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (117,619) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
General and administrative expenses paid by related parties | 16,745 |
Net gain from investments held in Trust Accounts | (91,049) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (203,515) |
Accounts payable | 35,300 |
Accrued expenses | 12,367 |
Net cash used in operating activities | (347,771) |
Cash Flows from Investing Activities | |
Principal deposited in Trust Accounts | (345,000,000) |
Net cash used in investing activities | (345,000,000) |
Cash Flows from Financing Activities: | |
Repayment of note payable and advances to related party | (126,762) |
Proceeds received from initial public offering, gross | 345,000,000 |
Proceeds from private placement | 8,900,000 |
Payment of offering costs | (7,248,624) |
Net cash provided by financing activities | 346,524,614 |
Net change in cash | 1,176,843 |
Cash - beginning of the period | |
Cash - ending of the period | 1,176,843 |
Supplemental disclosure of noncash investing and financing activities: | |
Offering costs paid in exchange for issuance of Class B ordinary shares to Sponsor | 25,000 |
Offering costs included in accrued expenses | 85,000 |
Offering costs included in note payable | 110,017 |
Deferred underwriting commissions in connection with the initial public offering | 12,075,000 |
Initial value of Class A ordinary shares subject to possible redemption | 285,911,360 |
Change in value of Class A ordinary shares subject to possible redemption | $ 43,352,370 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 5 Months Ended |
Sep. 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 D8 Holdings Corp. (the "Company") was incorporated as a Cayman Islands exempted company on May 6, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share 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 on the consumer retail 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 September 30, 2020, the Company had not commenced any operations. All activity for the period from May 6, 2020 (inception) through September 30, 2020 relates to the Company's formation, and the initial public offering described below, and since the initial public offering, a search for a business combination target. 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 form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company's sponsor is D8 Sponsor LLC, a Cayman Islands limited liability company (the "Sponsor"). Financing The registration statement for the Initial Public Offering was declared effective on July 14, 2020. On July 17, 2020, the Company consummated the Initial Public Offering of 30,000,000 units (the "Units") at $10.00 per Unit, generating gross proceeds of $300.0 million (the "Initial Public Offering"). Each Unit consists of one Class A ordinary share (the "Public Shares") of the Company, par value $0.0001, and one-half of one redeemable warrant (the "Public Warrants") of the Company, with each whole warrant entitled to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. On July 24, 2020, the underwriters exercised the over-allotment option in full and purchased an additional 4,500,000 Units (the "Over-Allotment Units"), generating additional gross proceeds of $45.0 million. The Company incurred total offering costs of approximately $19.5 million in underwriting fees (inclusive of approximately $12.1 million in deferred underwriting fees) (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement ("Private Placement") of 8,000,000 warrants (each, a "Private Placement Warrant" and collectively, the "Private Placement Warrants") to the Sponsor, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $8.0 million (Note 4). On July 24, 2020, simultaneously with the sale of the Over-Allotment Units, the Company consummated a private sale of an additional 900,000 Private Placement Warrants to the Sponsor, generating gross proceeds of $900,000. Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was Initial Business Combination 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 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 of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. 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 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 its holders (the "Public Shareholders") of its Class A ordinary shares, par value $0.0001, sold in the Initial Public Offering, 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 general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 and the approval of an ordinary resolution. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission ("SEC") and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder 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 20% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company's Sponsor, officers and directors (the "initial shareholders") have agreed, pursuant to a written agreement with the Company, that they will not propose any amendment to the Amended and Restated Memorandum and Articles of Association (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 its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or July 17, 2022 (the "Combination Period") or (B) with respect to any other material provisions relating to shareholders' rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares. If the Company is unable to complete a Business Combination within 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, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining shareholders and the Company's board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company's obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or members of the Company's management team 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 its 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 $10.00 per share initially held in the Trust Account. 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 for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, 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 share due to reductions in the value of the trust assets, less taxes payable. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) or 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, 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 (except for the Company's independent public registered accounting firm), prospective target businesses or 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. Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended September 30, 2020 and the period from May 6, 2020 (inception) through September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending 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/A and the final prospectus filed by the Company with the SEC on July 24, 2020 and July 16, 2020, respectively. 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 shareholder 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 growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make the comparison of the Company's financial statement 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. Liquidity and Capital Resources As of September 30, 2020, the Company had approximately $1.2 million in its operating bank account, and working capital of approximately $1.2 million. Prior to the completion of the Initial Public Offering, the Over-Allotment and the Private Placement, the Company's liquidity needs had been satisfied through the payment of $25,000 in offering costs by the Sponsor in exchange for the issuance of the Founder Shares, and a loan of approximately $127,000 pursuant to the Note issued to the Sponsor (Note 4). The Company repaid the Note in full on July 17, 2020. Subsequent to the consummation of the Initial Public Offering, the Over-Allotment and the Private Placement, the Company's liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). As of September 30, 2020, there were no Working Capital Loans outstanding. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors 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 these funds 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 5 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies 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 at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ significantly from those estimates. 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. Investments Held in Trust Accounts The Company's portfolio of investments is comprised solely of 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 investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company's investments held in the Trust Accounts are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investment (net), dividends and interest held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Accounts are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Accounts. At September 30, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2020, the carrying values of cash, prepaid expenses, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company's portfolio of investments held in the Trust Accounts are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders' equity upon the completion of the Initial Public Offering. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature 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 ordinary shares are classified as shareholders' equity. The Company's Class A ordinary shares 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 September 30, 2020, 32,926,373 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders' equity section of the Company's balance sheet. Income Taxes 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 September 30, 2020. The Company's management determined that the Cayman Islands is the Company's only major tax jurisdiction. 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 September 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company's unaudited condensed financial statements. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income Per Ordinary Share Net income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 26,150,000 of the Company's Class A ordinary shares in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company's unaudited condensed statements of operations include a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted for Class A ordinary shares are calculated by dividing the net gain from investments held in the Trust Accounts, net of applicable taxes available to be withdrawn from the Trust Accounts, resulting in net income of approximately $91,000 and $91,000 for the three months period ended September 30, 2020 and for the period from May 6, 2020 (inception) through September 30, 2020, respectively, by the weighted average number of Class A ordinary shares outstanding for the periods. Net loss per ordinary share, basic and diluted for Class B ordinary shares for the three months ended September 30, 2020 and for the period from May 6, 2020 (inception) through September 30, 2020 is calculated by dividing the net loss of approximately $91,000 and $118,000, less income attributable to Class A ordinary shares, resulting in a net loss of approximately $182,000 and $209,000, respectively, by the weighted average number of Class B ordinary shares outstanding for the periods. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement, if currently adopted, would have a material effect on the Company's financial statements. |
Initial Public Offering
Initial Public Offering | 5 Months Ended |
Sep. 30, 2020 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On July 17, 2020, the Company consummated the Initial Public Offering of 30,000,000 Units at $10.00 per Unit, generating gross proceeds of $300.0 million. On July 24, 2020, the underwriters exercised the over-allotment option in full and purchased an additional 4,500,000 Over-Allotment Units, generating additional gross proceeds of $45.0 million. The Company incurred total offering costs of approximately $19.5 million in underwriting fees (inclusive of approximately $12.1 million in deferred underwriting fees). Each Unit consists of one Class A ordinary share, par value $0.0001 and one-half of one redeemable warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). |
Related Party Transactions
Related Party Transactions | 5 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On May 14, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 (the "Founder Shares"). On June 25, 2020, the Sponsor transferred 15,000 Founder Shares to Robert Kirby and 25,000 Founder Shares to each of Michael Kives, Fred Langhammer and Terry Lundgren, resulting in the Sponsor holding 7,097,500 Founder Shares. On July 14, 2020, the Company effected a share capitalization of 1,437,500 Founder Shares resulting in 8,625,000 Class B ordinary shares outstanding, of which the Sponsor now holds 8,535,000 Founder Shares. All shares and the associated amounts have been retroactively restated to reflect the share capitalization. Of the 8,625,000 Founder Shares outstanding, up to 1,125,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company's issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on July 24, 2020. As a result, these shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company's shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the "lock-up"). Notwithstanding the foregoing, if (1) the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company's shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Private Placement Warrants On July 17, 2020, simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 8,000,000 Private Placement Warrants to the Sponsor, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $8.0 million. On July 24, 2020, simultaneously with the sale of the Over-Allotment Units, the Company consummated a private sale of an additional 900,000 Private Placement Warrants to the Sponsor, generating additional gross proceeds of $900,000. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Accounts. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Sponsor and the Company's officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Sponsor Loan On May 14, 2020, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the "Note"). The Company borrowed approximately $127,000 under the Note and fully repaid this Note on July 17, 2020. Working Capital Loans In addition, in order to 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 would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Accounts to repay the Working Capital Loans but no proceeds held in the Trust Accounts would be used to repay the Working Capital Loans. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender's discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.00 per warrant. As of September 30, 2020, the Company had no Working Capital Loans outstanding. Administrative Services Agreement Commencing on the date of the final prospectus, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of the Initial Business Combination or the Company's liquidation, the Company will cease paying these monthly fees. For the three months ended September 30, 2020 and for the period from May 6, 2020 (inception) through September 30, 2020, the Company incurred and paid approximately $25,000 in such administrative fees. |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement dated as of July 14, 2020. These holders are entitled to certain demand and "piggyback" registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters exercised their over-allotment option in full on July 24, 2020. The underwriters were paid a cash underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.1 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Shareholders' Equity
Shareholders' Equity | 5 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 6—Shareholders' Equity Class A Ordinary Shares there were 34,500,000 Class A ordinary shares issued or outstanding, including 32,926,373 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares The underwriters exercised their over-allotment option in full on July 24, 2020. As a result, these shares were no longer subject to forfeiture. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company's shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to appoint directors in any election held prior to or in connection with the completion of the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Initial Business Combination on a one-for-one basis (as adjusted). In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Preference Shares Warrants th The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company's board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, 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 our initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 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 the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under "Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00" will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under "Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00" will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00. ● 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 ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. In no event will the Company be required to net cash settle any Warrants. Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00 ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days' prior written notice of redemption; provided ● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. If the Company is unable to complete the Initial 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 | 5 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7—Fair Value Measurements The following table presents information about the Company's assets that are measured at fair value on a recurring basis as of September 30, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Quoted Significant Other Significant Other Description (Level 1) (Level 2) (Level 3) Investments held in Trust Accounts: U.S. Treasury Securities $ 344,995,746 $ - $ - Money Market Funds 95,303 - - $ 345,091,049 $ - $ - Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from May 6, 2020 (inception) through September 30, 2020. Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. |
Subsequent Events
Subsequent Events | 5 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8—Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through November 13, 2020, the date the financial statement was available for issuance require potential adjustment to or disclosure in the financial statement and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 5 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
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 at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ significantly from those estimates. |
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. |
Investments Held in Trust Accounts | Investments Held in Trust Accounts The Company's portfolio of investments is comprised solely of 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 investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company's investments held in the Trust Accounts are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investment (net), dividends and interest held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Accounts are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Accounts. At September 30, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2020, the carrying values of cash, prepaid expenses, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company's portfolio of investments held in the Trust Accounts are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders' equity upon the completion of the Initial Public Offering. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature 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 ordinary shares are classified as shareholders' equity. The Company's Class A ordinary shares 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 September 30, 2020, 32,926,373 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders' equity section of the Company's balance sheet. |
Income Taxes | Income Taxes 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 September 30, 2020. The Company's management determined that the Cayman Islands is the Company's only major tax jurisdiction. 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 September 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company's unaudited condensed financial statements. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Loss Per Ordinary Share | Net Income Per Ordinary Share Net income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 26,150,000 of the Company's Class A ordinary shares in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company's unaudited condensed statements of operations include a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted for Class A ordinary shares are calculated by dividing the net gain from investments held in the Trust Accounts, net of applicable taxes available to be withdrawn from the Trust Accounts, resulting in net income of approximately $91,000 and $91,000 for the three months period ended September 30, 2020 and for the period from May 6, 2020 (inception) through September 30, 2020, respectively, by the weighted average number of Class A ordinary shares outstanding for the periods. Net loss per ordinary share, basic and diluted for Class B ordinary shares for the three months ended September 30, 2020 and for the period from May 6, 2020 (inception) through September 30, 2020 is calculated by dividing the net loss of approximately $91,000 and $118,000, less income attributable to Class A ordinary shares, resulting in a net loss of approximately $182,000 and $209,000, respectively, by the weighted average number of Class B ordinary shares outstanding for the periods. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement, if currently adopted, would have a material effect on the Company's financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 5 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets that are measured at fair value on a recurring basis | Quoted Significant Other Significant Other Description (Level 1) (Level 2) (Level 3) Investments held in Trust Accounts: U.S. Treasury Securities $ 344,995,746 $ - $ - Money Market Funds 95,303 - - $ 345,091,049 $ - $ - |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($) | Jul. 17, 2020 | Jul. 24, 2020 | Jul. 24, 2020 | Jul. 17, 2020 | Sep. 30, 2020 |
Business combination acquire, description | The Company will provide its holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the Initial Public Offering, 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 general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 and the approval of an ordinary resolution. | ||||
Business combination acquires, percentage | 20.00% | ||||
Business combination net tangible assets | $ 5,000,001 | ||||
Dissolution expenses Interest | $ 100,000 | ||||
Net proceeds from offering | $ 900,000 | ||||
Underwriting fees | 19,500,000 | ||||
Deferred underwriting fees | $ 12,100,000 | ||||
Business combination redeem | 100.00% | ||||
Business combination agreement, description | 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 $10.00 per share initially held in the Trust Account. 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 for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, 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 share due to reductions in the value of the trust assets, less taxes payable. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) or 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”) | ||||
Working capital deficit | $ 1,200,000 | ||||
Sponsor in exchange for the issuance of the Founder Shares | 25,000 | ||||
Loan of approximately | 127,000 | ||||
Operating bank account | $ 1,200,000 | ||||
Public Offering [Member] | |||||
Number of proposed public offering units | 30,000,000 | ||||
Share price | $ 10 | ||||
Fair market value, percentage | 80.00% | ||||
Business combination acquires, percentage | 50.00% | ||||
Net proceeds from offering | $ 300,000,000 | $ 345,000,000 | |||
Business combination agreement, description | Each Unit consists of one Class A ordinary share (the “Public Shares”) of the Company, par value $0.0001, and one-half of one redeemable warrant (the “Public Warrants”) of the Company, with each whole warrant entitled to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. | ||||
Public Offering [Member] | Underwriters [Member] | |||||
Options exercised | 4,500,000 | ||||
Private Placement [Member] | |||||
Number of proposed public offering units | 8,000,000 | 900,000 | |||
Exercise of warrants | 8,000,000 | ||||
Purchase price per unit | 11.50 | ||||
Share price | $ 1 | $ 1 | $ 1 | ||
Net proceeds from offering | $ 8,000,000 | ||||
Over-Allotment Option [Member] | |||||
Number of proposed public offering units | 4,500,000 | ||||
Net proceeds from offering | $ 45,000,000 | ||||
Sale of shares | 900,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 5 Months Ended |
Sep. 30, 2020USD ($)shares | |
Significant Accounting Policies (Textual) | |
Federal depository insurance coverage | $ | $ 250,000 |
Description of net income per ordinary share | Net income per ordinary share, basic and diluted for Class A ordinary shares are calculated by dividing the net gain from investments held in the Trust Accounts, net of applicable taxes available to be withdrawn from the Trust Accounts, resulting in net income of approximately $91,000 and $91,000 for the three months period ended September 30, 2020 and for the period from May 6, 2020 (inception) through September 30, 2020, respectively, by the weighted average number of Class A ordinary shares outstanding for the periods. Net loss per ordinary share, basic and diluted for Class B ordinary shares for the three months ended September 30, 2020 and for the period from May 6, 2020 (inception) through September 30, 2020 is calculated by dividing the net loss of approximately $91,000 and $118,000, less income attributable to Class A ordinary shares, resulting in a net loss of approximately $182,000 and $209,000, respectively, by the weighted average number of Class B ordinary shares outstanding for the periods. |
Common Class A [Member] | |
Significant Accounting Policies (Textual) | |
Ordinary shares subject to possible redemption | 32,926,373 |
Purchase an aggregate share of common stock | 26,150,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jul. 17, 2020 | Jul. 24, 2020 | Sep. 30, 2020 |
Total offering costs | $ 19,500,000 | ||
Deferred underwriting fees | $ 12,100,000 | ||
Class A ordinary shares [Member] | |||
Sale of share per unit | $ 11.50 | ||
Ordinary share, par value | $ 0.0001 | ||
Initial Public Offering [Member] | |||
Number of proposed public offering units | 30,000,000 | ||
Sale of share per unit | $ 10 | ||
Gross proceeds | $ 300,000,000 | ||
Over-Allotment Option [Member] | |||
Number of proposed public offering units | 4,500,000 | ||
Gross proceeds | $ 45,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jul. 17, 2020 | Jul. 14, 2020 | May 14, 2020 | Jul. 24, 2020 | Jun. 25, 2020 | Sep. 30, 2020 |
Related Party Transactions (Textual) | ||||||
Sponsor loan amount | $ 300,000 | |||||
Borrowing amount | 127,000 | |||||
Price per warrant | $ 1 | |||||
Total offering costs | $ 19,500,000 | |||||
Deferred underwriting fees | $ 12,100,000 | |||||
Administrative fees | $ 25,000 | |||||
Ordinary Shares A [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Sale of share per unit | $ 11.50 | |||||
Robert Kirby [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Number of founder shares | 15,000 | |||||
Michael Kives [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Number of founder shares | 25,000 | |||||
Fred Langhammer [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Number of founder shares | 25,000 | |||||
Terry Lundgren [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Number of founder shares | 25,000 | |||||
Common Stock A | ||||||
Related Party Transactions (Textual) | ||||||
Sale of share per unit | $ 11.50 | |||||
Founder Shares [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Cash paid | $ 25,000 | |||||
Ordinary share, par value | $ 0.003 | |||||
Number of founder shares | 7,097,500 | |||||
Founder shares, description | The Company effected a share capitalization of 1,437,500 Founder Shares resulting in 8,625,000 Class B ordinary shares outstanding, of which the Sponsor now holds 8,535,000 Founder Shares. All shares and the associated amounts have been retroactively restated to reflect the share capitalization. Of the 8,625,000 Founder Shares outstanding, up to 1,125,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company's issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on July 24, 2020. As a result, these shares were no longer subject to forfeiture. | (1) the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. | ||||
Founder Shares [Member] | Class B ordinary shares [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Ordinary share, par value | $ 0.0001 | |||||
Shares issued | 7,187,500 | |||||
Private Placement Warrants [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Number of proposed public offering units | 8,000,000 | 900,000 | ||||
Sale of share per unit | $ 1 | $ 1 | ||||
Purchase price per unit | 11.50 | |||||
Gross proceeds | $ 8,000,000 | $ 900,000 | ||||
Sponser [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Cash paid | $ 10,000 | |||||
Working Capital Loans [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Borrowing amount | $ 1,500,000 | |||||
Price per warrant | $ 1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 5 Months Ended |
Sep. 30, 2020shares | |
Commitments & Contingencies (Textual) | |
Additional units | 4,500,000 |
Underwriting agreement, description | The underwriters were paid a cash underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.1 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - $ / shares | Jul. 14, 2020 | May 14, 2020 | Sep. 30, 2020 |
Shareholders' Equity (Textual) | |||
Preferred shares, shares authorized | 1,000,000 | ||
Preferred shares, shares issued | |||
Preferred shares, shares outstanding | |||
Price per warrants exercisable | $ 11.50 | ||
Effective issue price | $ 9.20 | ||
Warrants, description | 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 our initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 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 the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under “Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. | ||
Exercise price $18.00 [Member] | |||
Shareholders' Equity (Textual) | |||
Warrants, description | Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00. 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 ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | ||
Exercise price $10.00 [Member] | |||
Shareholders' Equity (Textual) | |||
Warrants, description | Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00. The Company may also redeem the outstanding Public Warrants once they become exercisable: ● in whole and not in part; ● at a price of $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 based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares; and ● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. | ||
Class B ordinary shares [Member] | |||
Shareholders' Equity (Textual) | |||
Ordinary shares, par value | $ 0.0001 | ||
Ordinary shares, shares authorized | 20,000,000 | ||
Ordinary shares, shares issued | 8,625,000 | ||
Ordinary shares, shares outstanding | 8,625,000 | ||
Shares issued | 7,187,500 | ||
Sale of stock, description | The Company effected a share capitalization of 1,437,500 Founder Shares resulting in 8,625,000 Class B ordinary shares outstanding. All shares and the associated amounts have been retroactively restated to reflect the share capitalization. Of the 8,625,000 Class B ordinary shares, an aggregate of up to 1,125,000 shares were subject to forfeiture to the Company for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial shareholders would collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on July 24, 2020. As a result, these shares were no longer subject to forfeiture. | ||
Class A ordinary shares [Member] | |||
Shareholders' Equity (Textual) | |||
Ordinary shares, par value | $ 0.0001 | ||
Ordinary shares, shares authorized | 200,000,000 | ||
Ordinary shares, shares issued | 1,573,627 | ||
Ordinary shares, shares outstanding | 1,573,627 | ||
Ordinary shares subject to possible redemption | 32,926,373 | ||
Ordinary Shares A [Member] | |||
Shareholders' Equity (Textual) | |||
Ordinary shares subject to possible redemption | 32,926,373 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Sep. 30, 2020USD ($) |
Quoted Prices in Active Markets (Level 1) [Member] | |
Investments held in Trust Accounts | $ 345,091,049 |
Significant Other Observable Inputs (Level 2) [Member] | |
Investments held in Trust Accounts | |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Investments held in Trust Accounts | |
U.S. Treasury Securities [Member] | Quoted Prices in Active Markets (Level 1) [Member] | |
Investments held in Trust Accounts | 344,995,746 |
U.S. Treasury Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | |
Investments held in Trust Accounts | |
U.S. Treasury Securities [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | |
Investments held in Trust Accounts | |
Money Market Funds [Member] | Quoted Prices in Active Markets (Level 1) [Member] | |
Investments held in Trust Accounts | 95,303 |
Money Market Funds [Member] | Significant Other Observable Inputs (Level 2) [Member] | |
Investments held in Trust Accounts | |
Money Market Funds [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | |
Investments held in Trust Accounts |