Astra Space Inc - Ordinary Shares (ASTR) 10-Q 4 Nov 20 2020 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	4 Months Ended
	Sep. 30, 2020	Nov. 04, 2020
Document Information Line Items
Entity Registrant Name	Holicity Inc.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001814329
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity File Number	001-39426
Entity Incorporation, State or Country Code	DE
Document Transition Report	false
Entity Interactive Data Current	Yes
Common Class A [Member]
Document Information Line Items
Entity Common Stock, Shares Outstanding		30,000,000
Common Class B [Member]
Document Information Line Items
Entity Common Stock, Shares Outstanding		7,500,000

Condensed Balance Sheet (Unaudi

Condensed Balance Sheet (Unaudited)	Sep. 30, 2020USD ($)
ASSETS:
Cash	$ 1,360,725
Prepaid expenses	263,227
Total current assets	1,623,952
Marketable securities held in trust account	300,007,109
Total Assets	301,631,061
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Accrued expenses	140,289
Total current liabilities	140,289
Deferred underwriting fee payable	10,500,000
Total Liabilities	10,640,289
Commitments and Contingencies
Class A common stock subject to possible redemption, 28,599,077 shares at $10.00 per share redemption value	285,990,770
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	5,148,768
Accumulated deficit	(149,656)
Total Stockholders’ Equity	5,000,002
Total Liabilities and Stockholders’ Equity	301,631,061
Class A Common Stock
Stockholders’ Equity:
Common stock value	140
Class B common stock
Stockholders’ Equity:
Common stock value	$ 750

Condensed Balance Sheet (Unau_2

Condensed Balance Sheet (Unaudited) (Parentheticals)	Sep. 30, 2020$ / sharesshares
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Subject to possible redemption, share	28,599,077
Subject to possible redemption, per share redemption value (in Dollars per share) | $ / shares	$ 10
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	200,000,000
Common stock, shares issued	1,400,923
Common stock, shares outstanding	1,400,923
Class B Common Stock
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares issued	7,500,000
Common stock, shares outstanding	7,500,000

Condensed Statement of Operatio

Condensed Statement of Operations (Unaudited) - USD ($)	3 Months Ended	4 Months Ended
	Sep. 30, 2020	Sep. 30, 2020
General and administrative expenses	$ 155,396	$ 156,765
Loss from operations	(155,396)	(156,765)
Other income:
Interest earned on marketable securities held in Trust Account	7,109	7,109
Loss before provision for income taxes	(148,287)	(149,656)
Provision for income taxes
Net loss	$ (148,287)	$ (149,656)
Class A Common Stock
Other income:
Weighted average shares outstanding redeemable common stock (in Shares)	30,000,000	30,000,000
Basic and diluted net (in Dollars per share)
Class B Common Stock
Other income:
Weighted average shares outstanding redeemable common stock (in Shares)	7,500,000	7,500,000
Basic and diluted net (in Dollars per share)	$ (0.02)	$ (0.02)

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($)		Class A Common Stock	Class B Common Stock	Additional Paid in Capital	Accumulated Deficit	Total
Beginning balance at Jun. 01, 2020
Beginning balance (in Shares) at Jun. 01, 2020
Issuance of Class B common stock to Pendrell			$ 791	24,209		25,000
Issuance of Class B common stock to Pendrell (in Shares)			7,906,250
Net loss					(1,369)	(1,369)
Ending balance at Jun. 30, 2020			$ 791	24,209	(1,369)	23,631
Ending balance (in Shares) at Jun. 30, 2020			7,906,250
Beginning balance at Jun. 01, 2020
Beginning balance (in Shares) at Jun. 01, 2020
Net loss						(149,656)
Ending balance at Sep. 30, 2020		$ 140	$ 750	5,148,768	(149,656)	5,000,002
Ending balance (in Shares) at Sep. 30, 2020		1,400,923	7,500,000
Beginning balance at Jun. 30, 2020			$ 791	24,209	(1,369)	23,631
Beginning balance (in Shares) at Jun. 30, 2020			7,906,250
Sale of 30,000,000 Units, net of underwriting discount and offering expenses		$ 3,000		283,112,428		283,115,428
Sale of 30,000,000 Units, net of underwriting discount and offering expenses (in Shares)		30,000,000
Sale of 5,333,333 Private Placement Warrants				8,000,000		8,000,000
Forfeiture of Class B common stock	[1]		$ (41)	41
Forfeiture of Class B common stock (in Shares)	[1]		(406,250)
Common stock subject to possible redemption		$ (2,860)		(285,987,910)		(285,990,770)
Common stock subject to possible redemption (in Shares)		(28,599,077)
Net loss					(148,287)	(148,287)
Ending balance at Sep. 30, 2020		$ 140	$ 750	$ 5,148,768	$ (149,656)	$ 5,000,002
Ending balance (in Shares) at Sep. 30, 2020		1,400,923	7,500,000
[1]	Shares forfeited as a result of the partial exercise of the underwriters’ Over-Allotment Option so that the Founder Shares represent 20.0% of the Company’s issued and outstanding shares. The shares forfeited have been cancelled by the Company (see Note 3).

Condensed Statements of Chang_2

Condensed Statements of Changes in Stockholders’ Equity (Unaudited) (Parentheticals) - Class A Common Stock	3 Months Ended
	Sep. 30, 2020shares
Net of underwriting discount and offering expenses	30,000,000
Sale of private placement warrants	5,333,333

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited) - USD ($)	4 Months Ended
	Sep. 30, 2020
Cash Flows from Operating Activities:
Net loss	$ (149,656)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(7,109)
Formation costs paid by Sponsor	3,581
Changes in operating assets and liabilities:
Prepaid expenses	(238,677)
Accrued expenses	70,289
Net cash used in operating activities	(321,572)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(300,000,000)
Net cash used in investing activities	(300,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	294,000,000
Proceeds from sale of Private Placement Warrants	8,000,000
Repayment of promissory note – related party	(157,089)
Payment of offering costs	(160,614)
Net cash provided by financing activities	301,682,297
Net Change in Cash	1,360,725
Cash – Beginning of period
Cash – End of period	1,360,725
Non-Cash financing activities:
Initial classification of common stock subject to redemption	285,990,770
Deferred underwriting fee payable	10,500,000
Offering costs paid directly by Pendrell in exchange for issuance of Class B common stock	25,000
Payment of offering costs through promissory note – related party	$ 128,958

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	4 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Description of Organization, Business Operations and Basis of Presentation	Note 1—Description of Organization, Business Operations and Basis of Presentation Holicity Inc. (the “Company”) was incorporated in Delaware on June 2, 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 initially focus its search on identifying a prospective target business in the technology, media and telecommunications (“TMT”) industries in the United States and other developed countries. The Company’s sponsor is Pendrell Holicity Holdings Corporation, a Washington corporation (the “sponsor”). All activity for the period from June 2, 2020 (inception) through September 30, 2020 relates to the Company’s formation, its Initial Public Offering (as defined below), and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds of the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on August 4, 2020. On August 7, 2020, the Company consummated the Initial Public Offering of 27,500,000 units (the “Units” and the shares of Class A common stock included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $275.0 million. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7.5 million. On August 11, 2020, the underwriters purchased 2,500,000 in a partial exercise of their option to purchase additional Units (the “Over-Allotment Units”) to cover over-allotments (the “Over-Allotment Option”). The Over-Allotment Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25.0 million. Simultaneously with the sale of the Over-Allotment Units, the Company consummated a private sale (the “Over-Allotment Private Placement”) of an additional 333,333 Private Placement Warrants to the sponsor, at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $0.5 million. Transaction costs amounted to $16.9 million, consisting of $6.0 million of underwriting fees, $10.5 million of deferred underwriting fees and $0.4 million of other offering costs. At September 30, 2020, cash of $1.4 million was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the Initial Public Offering, a total of $300.0 million, consisting of the net proceeds of the Initial Public Offering, the Private Placement, the partial exercise of the Over-Allotment Option and the Over-Allotment Private Placement, was placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination or (ii) the distribution of the Trust Account as described below. 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 one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined above) (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) 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 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 of 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 (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) without a stockholder vote 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, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders 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 6). These Public Shares will be recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), 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, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder 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 stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders 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. The Company’s Certificate of Incorporation provides 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”)), is restricted from redeeming its shares with respect to more than an aggregate of 20% 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 not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until August 7, 2022 to complete a Business Combination (the “Combination Period”). 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 (less amounts released to pay taxes 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 Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete a Business Combination within the 24- month time period. The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares 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 6) 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. 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 entered into a letter of intent, confidentiality or other similar agreement or business combination 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 (whether or not such waiver is enforceable) 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”). 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 registered public 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 are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The Company has selected December 31 as its fiscal year end. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on August 6, 2020, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on August 10, 2020, August 13, 2020 and September 24, 2020. The interim results for the period from June 2, 2020 (inception) through September 30, 2020 are not necessarily indicative of the results to be expected for the period from June 2, 2020 (inception) through December 31, 2020 or for any future periods. 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 statements 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 comparison of the Company’s financial statements with those of 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 $1.4 million of cash and working capital of $1.5 million. Prior to the completion of the Initial Public Offering (Note 3) and the Private Placement (Note 4), the Company’s liquidity needs had been satisfied through the sponsor’s payment of $25,000 of the Company’s liabilities in exchange for the issuance of the Founder Shares, and a promissory note (the “Note”) issued by the sponsor (Note 5). The Company repaid the Note on August 7, 2020. Subsequent to the consummation of the Initial Public Offering and 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 5). To date, there were no amounts outstanding under any Working Capital Loan. 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 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	4 Months Ended
	Sep. 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 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 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, primarily due to their short-term nature. 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 and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these 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. The Company did not have any cash equivalents as of September 30, 2020. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering date that are directly related to the Initial Public Offering. Offering costs amounting to $16.9 million were charged to stockholders’ equity upon the completion of the Initial Public Offering and the partial exercise of the Over-Allotment Option. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2020, there are 28,599,077 shares of Class A common stock subject to possible redemption presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. 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. The Company’s currently taxable income primarily consists of interest income on the Trust Account less any franchise taxes. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended September 30, 2020 and for the period from June 2, 2020 (inception) through September 30, 2020, the Company recorded no income tax expense. The Company’s effective tax rate for the three months ended September 30, 2020 and for the period from June 2, 2020 (inception) through September 30, 2020 was 0%, which differs from the expected income tax rate due to the Company recording a full valuation allowance on its deferred tax assets as of September 30, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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 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. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss per Common Share Net loss per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and the Private Placement to purchase 15,333,333 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s condensed statement of operations includes a presentation of income per share for common shares subject to possible redemption in a manner similar to the two-class method of income per share. Net loss per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account of $7,109 for both the three months ended September 30, 2020 and the period from June 2, 2020 (inception) through September 30, 2020 (net of applicable franchise and income taxes of approximately $47,000 for both the three months ended September 30, 2020 and the period from June 2, 2020 (inception) through September 30, 2020), by the weighted average number of Class A redeemable common stock for the period. Net loss per common share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net income, less income attributable to Class A redeemable common stock, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three months ended September 30, For the period from June 2, 2020 2020 Class A Common Stock Numerator: Earnings allocable to Class A common stock Interest income $ 7,109 $ 7,109 Income and franchise tax (7,109 ) (7,109 ) Net Income $ - $ - Denominator: Weighted average Class A common stock Class A common stock, basic and diluted 30,000,000 30,000,000 Earnings per share/basic and diluted Class A common stock $ 0.00 $ 0.00 Class B Common Stock Numerator: Net loss less Class A common stock net income Net loss $ (148,287 ) $ (149,656 ) Class A common stock net income - - Net loss $ (148,287 ) $ (149,656 ) Denominator: Weighted average Class B common stock Class B common stock, basic and diluted 7,500,000 7,500,000 Loss per share/basic and diluted Class B common stock $ (0.02 ) $ (0.02 ) Note: for both the three months ended September 30, 2020 and the period from June 2, 2020 (inception) through September 30, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s common stockholders. 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.

Initial Public Offering

Initial Public Offering	4 Months Ended
	Sep. 30, 2020
Initial Public Offering [Abstract]
Initial Public Offering	Note 3—Initial Public Offering On August 7, 2020, the Company consummated the Initial Public Offering of 27,500,000 Units at $10.00 per Unit, generating gross proceeds of $275.0 million. Each Unit consists of one share of Class A common stock, par value $0.0001 per share, and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). Additionally, the Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,125,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On August 11, 2020, the underwriters purchased 2,500,000 Over-Allotment Units pursuant to the partial exercise of the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25.0 million. The underwriters did not exercise the remaining portion of their Over-Allotment Option. As a result, the initial stockholders forfeited 406,250 shares, resulting in the initial stockholders holding an aggregate of 7,500,000 shares of Class B common stock. The shares forfeited by the initial stockholders were cancelled by the Company. Including the partial exercise of the Over-Allotment Option, there were an aggregate of 30,000,000 Units sold to-date, generating total gross proceeds of $300.0 million.

Private Placement

Private Placement	4 Months Ended
	Sep. 30, 2020
Private Placement [Abstract]
Private Placement	Note 4—Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,000,000 Private Placement Warrants to the sponsor, at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7.5 million. On August 11, 2020, simultaneously with the sale of the Over-Allotment Units discussed in Note 3, the Company consummated a private sale (the “Over-Allotment Private Placement”) of an additional 333,333 Private Placement Warrants to the sponsor, at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $0.5 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. 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 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 and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees. 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.

Related Party Transactions

Related Party Transactions	4 Months Ended
	Sep. 30, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 5—Related Party Transactions Founder Shares On June 4, 2020, Pendrell Corporation (“Pendrell”) paid for certain offering costs for an aggregate price of $25,000 in exchange for issuance of 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”). Pendrell transferred such shares to the sponsor on June 9, 2020. In July 2020, the sponsor transferred shares to its independent director nominees and various other directors, officers, employees and consultants of the Company and Pendrell, in each case for approximately the same per-share price as initially paid by the Company’s sponsor. On August 4, 2020, the Company effected a effected a 1.1-for-1 common stock split (the “Stock Split”) resulting in 7,906,250 shares outstanding held as follows: 33,000 shares by each of Wayne Perry, Dennis Weibling and Cathleen A. Massey, its independent directors, 165,000 shares held by Craig O. McCaw, 110,000 shares held by Randy Russell, 88,000 shares held by R. Gerard Salemme, 44,000 shares held by Steve Ednie, 262,900 shares held by other directors, officers, employees and consultants of Pendrell, and 7,137,350 shares held by the sponsor. On September 21, 2020, the sponsor forfeited 406,250 Founder Shares due to the partial exercise of the Over-Allotment Option by the underwriters so that the Founder Shares represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering (see Note 3). 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: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Related Party Loans On June 4, 2020, Pendrell agreed to loan the Company an aggregate of up to $0.3 million to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). Pendrell assigned the Note to the sponsor on June 9, 2020, which assumed all obligations thereunder. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the completion of the Initial Public Offering. The loan was repaid upon the closing of the Initial Public Offering out of the $1.0 million of offering proceeds that was allocated to the payment of offering expenses. 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 out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would 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. 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 warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. At September 30, 2020, the Company did not have any borrowings under the Working Capital Loans. Administrative Services Agreement The Company entered into an agreement whereby, commencing on August 4, 2020 and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company will pay an affiliate of the sponsor a total of $10,000 per month for office space, secretarial and administrative services. For both the three months ended September 30, 2020 and the period from June 2, 2020 (inception) through September 30, 2020, the Company incurred $18,710 in fees for these services. The sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the sponsor, officers, directors or their affiliates.

Commitments and Contingencies

Commitments and Contingencies	4 Months Ended
	Sep. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6—Commitments and 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), are entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statement. The registration rights agreement does not provide for any maximum cash penalties nor any penalties connected with delays in registering the Company’s Class A common stock. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The unaudited condensed financial statements do not include any adjustments that might results from the outcome of this uncertainty. Underwriting Agreement The underwriters were paid a cash underwriting discount of $0.20 per unit, or $6.0 million in the aggregate, upon the closing of the Initial Public Offering and the partial exercise of the Over-Allotment Option. In addition, $0.35 per unit, or approximately $10.5 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	4 Months Ended
	Sep. 30, 2020
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 7—Stockholders’ 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. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our 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 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 provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock 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 shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock 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. Preferred Stock Warrants If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may call the 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 sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. 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 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	4 Months Ended
	Sep. 30, 2020
Fair Value Disclosures [Abstract]
Fair value measurements	Note 8 — Fair Value Measurements At September 30, 2020, assets held in the Trust Account were comprised of $300,007,109 in money market funds which are invested in U.S. Treasury Securities. As of September 30, 2020, the Company had not withdrawn any of the interest earned on the Trust Account to pay franchise or income tax obligations. 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 our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 300,007,109

Subsequent Events

Subsequent Events	4 Months Ended
	Sep. 30, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 9—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through November 4, 2020, the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	4 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
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 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 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, primarily due to their short-term nature.
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 and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these 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. The Company did not have any cash equivalents as of September 30, 2020.
Offering Costs	Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering date that are directly related to the Initial Public Offering. Offering costs amounting to $16.9 million were charged to stockholders’ equity upon the completion of the Initial Public Offering and the partial exercise of the Over-Allotment Option.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2020, there are 28,599,077 shares of Class A common stock subject to possible redemption presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet.
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. The Company’s currently taxable income primarily consists of interest income on the Trust Account less any franchise taxes. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended September 30, 2020 and for the period from June 2, 2020 (inception) through September 30, 2020, the Company recorded no income tax expense. The Company’s effective tax rate for the three months ended September 30, 2020 and for the period from June 2, 2020 (inception) through September 30, 2020 was 0%, which differs from the expected income tax rate due to the Company recording a full valuation allowance on its deferred tax assets as of September 30, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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 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. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Loss per Common Share	Net Loss per Common Share Net loss per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and the Private Placement to purchase 15,333,333 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s condensed statement of operations includes a presentation of income per share for common shares subject to possible redemption in a manner similar to the two-class method of income per share. Net loss per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account of $7,109 for both the three months ended September 30, 2020 and the period from June 2, 2020 (inception) through September 30, 2020 (net of applicable franchise and income taxes of approximately $47,000 for both the three months ended September 30, 2020 and the period from June 2, 2020 (inception) through September 30, 2020), by the weighted average number of Class A redeemable common stock for the period. Net loss per common share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net income, less income attributable to Class A redeemable common stock, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three months ended September 30, For the period from June 2, 2020 2020 Class A Common Stock Numerator: Earnings allocable to Class A common stock Interest income $ 7,109 $ 7,109 Income and franchise tax (7,109 ) (7,109 ) Net Income $ - $ - Denominator: Weighted average Class A common stock Class A common stock, basic and diluted 30,000,000 30,000,000 Earnings per share/basic and diluted Class A common stock $ 0.00 $ 0.00 Class B Common Stock Numerator: Net loss less Class A common stock net income Net loss $ (148,287 ) $ (149,656 ) Class A common stock net income - - Net loss $ (148,287 ) $ (149,656 ) Denominator: Weighted average Class B common stock Class B common stock, basic and diluted 7,500,000 7,500,000 Loss per share/basic and diluted Class B common stock $ (0.02 ) $ (0.02 ) Note: for both the three months ended September 30, 2020 and the period from June 2, 2020 (inception) through September 30, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s common stockholders.
Recent Accounting Pronouncements	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.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	4 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Schedule of basic and diluted net loss per common share	Three months ended September 30, For the period from June 2, 2020 2020 Class A Common Stock Numerator: Earnings allocable to Class A common stock Interest income $ 7,109 $ 7,109 Income and franchise tax (7,109 ) (7,109 ) Net Income $ - $ - Denominator: Weighted average Class A common stock Class A common stock, basic and diluted 30,000,000 30,000,000 Earnings per share/basic and diluted Class A common stock $ 0.00 $ 0.00 Class B Common Stock Numerator: Net loss less Class A common stock net income Net loss $ (148,287 ) $ (149,656 ) Class A common stock net income - - Net loss $ (148,287 ) $ (149,656 ) Denominator: Weighted average Class B common stock Class B common stock, basic and diluted 7,500,000 7,500,000 Loss per share/basic and diluted Class B common stock $ (0.02 ) $ (0.02 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	4 Months Ended
	Sep. 30, 2020
Fair Value Disclosures [Abstract]
schedule of fair value hierarchy	Description Level September 30, Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 300,007,109

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($)	Aug. 11, 2020	Aug. 07, 2020	Sep. 30, 2020
Description of Organization, Business Operations and Basis of Presentation (Textual)
Price per warrants issued (in Dollars per share)			$ 10
Transaction cost amount			$ 16,900,000
Underwriting fees			6,000,000
Deferred underwriting fees			10,500,000
Other offering costs			400,000
Cash			1,400,000
Initial public offering, total			$ 300,000,000
Initial public offering maturity period			185 days
Aggregate fair market value			80.00%
Business combination of owns or acquires of the voting			50.00%
Minimum net tangible assets			$ 5,000,001
Percentage of shares to shares outstanding			20.00%
Obligation to redeem percentage			100.00%
Maximum net interest to pay dissolution expenses			$ 100,000
Trust account (in Dollars per share)			$ 10
Sponsor’s payment			$ 25,000
Liquidity and Capital Resources [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Cash			1,400,000
Working capital			1,500,000
Initial Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Number of units issued (in Shares)		27,500,000
Price per warrants issued (in Dollars per share)		$ 10
Generating gross proceeds		$ 275,000,000
Trust account (in Dollars per share)		$ 10
Private Placement [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Generating gross proceeds	$ 500,000	$ 7,500,000	$ 7,500,000
Warrants issued (in Shares)	333,333	5,000,000	5,000,000
Price per warrants issued (in Dollars per share)	$ 1.50	$ 1.50	$ 1.50
Over Allotments [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Number of units issued (in Shares)			30,000,000
Price per warrants issued (in Dollars per share)	$ 10
Generating gross proceeds	$ 25,000,000		$ 300,000,000
Number of units issued (in Shares)	2,500,000
Class A common stock [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Price per warrants issued (in Dollars per share)			$ 11.50
common stock, par value (in Dollars per share)			$ 0.0001
Class A common stock [Member] | Initial Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Price per warrants issued (in Dollars per share)		11.50
common stock, par value (in Dollars per share)		$ 0.0001

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	3 Months Ended	4 Months Ended
	Sep. 30, 2020USD ($)shares	Sep. 30, 2020USD ($)shares
Summary of Significant Accounting Policies (Textual)
Federal depository insurance coverage limit	$ 250,000	$ 250,000
Offering costs		$ 16,900,000
Income tax rate	0.00%	0.00%
Initial public offering and private placement shares (in Shares) | shares		15,333,333
Interest earned on marketable securities held in Trust Account	$ 7,109	$ 7,109
Income Taxes Paid, Net	$ 47,000	$ 47,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Textual)
Subject to possible redemption, share (in Shares) | shares	28,599,077	28,599,077

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share - USD ($)	3 Months Ended	4 Months Ended
	Sep. 30, 2020	Sep. 30, 2020
Common Class A [Member]
Numerator: Earnings allocable to Class A common stock
Interest income	$ 7,109	$ 7,109
Income and franchise tax	(7,109)	(7,109)
Net Income/loss
Denominator: Weighted average Class A common stock
Class A common stock, basic and diluted (in Shares)	30,000,000	30,000,000
Earnings per share/basic and diluted Class A common stock (in Dollars per share)	$ 0	$ 0
Common Class B [Member]
Numerator: Earnings allocable to Class A common stock
Net loss	$ (148,287)	$ (149,656)
Class A common stock net income
Net Income/loss	$ (148,287)	$ (149,656)
Denominator: Weighted average Class B common stock
Class B common stock, basic and diluted (in Shares)	7,500,000	7,500,000
Loss per share/basic and diluted Class B common stock (in Dollars per share)	$ (0.02)	$ (0.02)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions	Aug. 11, 2020	Aug. 07, 2020	Aug. 07, 2020	Sep. 30, 2020
Initial Public Offering [Member]
Initial Public Offering (Textual)
Sale of units		27,500,000	27,500,000
Sale of stock per share (in Dollars per share)		$ 10	$ 10
Total gross proceeds (in Dollars)		$ 275
Shares issued price per share (in Dollars per share)		$ 10	$ 10
Over Allotments [Member]
Initial Public Offering (Textual)
Sale of units				30,000,000
Total gross proceeds (in Dollars)	$ 25			$ 300
Shares issued price per share (in Dollars per share)	$ 10
Initial public offering to purchase	2,500,000		4,125,000
Offering price (in Dollars per share)	$ 10
Shares forfeited	406,250
Aggregate of initial public offering units	7,500,000
Class A common stock [Member] | Initial Public Offering [Member]
Initial Public Offering (Textual)
Common stock, par value (in Dollars per share)		0.0001	$ 0.0001
Shares issued price per share (in Dollars per share)		$ 11.50	$ 11.50

Private Placement (Details)

Private Placement (Details) - USD ($) $ / shares in Units, $ in Millions	Aug. 11, 2020	Aug. 07, 2020	Sep. 30, 2020
Private Placement (Textual)
Warrant exercisable price per share	$ 11.50
Private Placement [Member]
Private Placement (Textual)
Warrants issued (in Shares)	333,333	5,000,000	5,000,000
Price per warrants issued	$ 1.50	$ 1.50	$ 1.50
Gross proceeds (in Dollars)	$ 0.5	$ 7.5	$ 7.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Jun. 04, 2020	Sep. 21, 2020	Aug. 04, 2020	Sep. 30, 2020	Sep. 30, 2020
Related Party Transactions (Textual)
Cost of founders shares	$ 25,000
Common stock, shares outstanding (in Shares)			7,906,250
Sponsor forfeited		$ 406,250
Business combination capital stock exchange other transaction, description					(i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.
Cover expenses	300,000
Payment offering expense	$ 1,000,000
Working Capital Loans				$ 1,500,000	$ 1,500,000
Price per warrant (in Dollars per share)				$ 1.50	$ 1.50
Office rent per month				$ 10,000
Incurred fees				$ 18,710	$ 18,710
Related party transaction, description			1.1-for-1 common stock split (the “Stock Split”) resulting in 7,906,250 shares outstanding held as follows: 33,000 shares by each of Wayne Perry, Dennis Weibling and Cathleen A. Massey, its independent directors, 165,000 shares held by Craig O. McCaw, 110,000 shares held by Randy Russell, 88,000 shares held by R. Gerard Salemme, 44,000 shares held by Steve Ednie, 262,900 shares held by other directors, officers, employees and consultants of Pendrell, and 7,137,350 shares held by the sponsor.
Common stock split, description			1.1-for-1
Over-Allotment Option [Member]
Related Party Transactions (Textual)
Underwriters issued and outstanding shares percentage		20.00%
Common Class B [Member]
Related Party Transactions (Textual)
Common stock exchange for issuance shares (in Shares)	7,187,500
Common stock, par value (in Dollars per share)	$ 0.0001			$ 0.0001	$ 0.0001
Common stock, shares outstanding (in Shares)				7,500,000	7,500,000

Commitments and Contingencies (

Commitments and Contingencies (Details) $ / shares in Units, $ in Millions	4 Months Ended
	Sep. 30, 2020USD ($)$ / shares
Commitments and Contingencies (Textual)
Cash underwriting discount rate | $ / shares	$ 0.20
Cash underwriting discount | $	$ 6
Payable to the underwriters per share | $ / shares	$ 0.35
Payable to the underwriters | $	$ 10.5

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	Aug. 04, 2020	Sep. 21, 2020	Sep. 30, 2020	Jun. 30, 2020	Jun. 04, 2020
Stockholders’ Equity (Textual)
Percentage of shares issued and outstanding		20.00%
Percentage of number of shares			20.00%
Preference shares authorized			1,000,000
Preference shares, par value (in Dollars per share)			$ 0.0001
Warrants, description			(a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants.
Warrant expiration			5 years
Common stock, description			If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Public warrants for redemption			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 sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Common Class A [Member]
Stockholders’ Equity (Textual)
Common stock, shares authorized			200,000,000
Common stock, par value (in Dollars per share)			$ 0.0001
Common stock, shares issued			1,400,923
Subject to possible redemption			28,599,077
Class B Common Stock [Member]
Stockholders’ Equity (Textual)
Common stock, shares authorized			20,000,000
Common stock, par value (in Dollars per share)			$ 0.0001		$ 0.0001
Common stock, shares issued			7,500,000
Common stock, share issued				7,187,500
Stock Split, shares	7,906,250
Shares forfeited by company		406,250
Aggregate of initial public offering units		7,500,000

Fair Value Measurements (Detail

Fair Value Measurements (Details)	Sep. 30, 2020USD ($)
Fair Value Disclosures [Abstract]
Trust account	$ 300,007,109

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of fair value hierarchy	Sep. 30, 2020USD ($)
Fair Value, Inputs, Level 1 [Member]
Assets:
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund	$ 300,007,109