Cover Page
Cover Page - shares | 4 Months Ended | |
Sep. 30, 2020 | Nov. 13, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | Colonnade Acquisition Corp. | |
Entity Central Index Key | 0001816581 | |
Entity Interactive Data Current | Yes | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity File Number | 001-39463 | |
Current Fiscal Year End Date | --12-31 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | 1400 Centrepark Blvd | |
Entity Address, Address Line Two | Ste 810 | |
Entity Address, City or Town | West Palm Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33401 | |
City Area Code | 561 | |
Local Phone Number | 712-7860 | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 par value | |
Trading Symbol | CLA | |
Security Exchange Name | NYSE | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | CLA.U | |
Security Exchange Name | NYSE | |
Redeemable Warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | CLA WS | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,000,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,000,000 |
Condensed Balance Sheet
Condensed Balance Sheet | Sep. 30, 2020USD ($) | |
Current assets | ||
Cash | $ 1,097,447 | |
Prepaid expenses | 368,756 | |
Total Current Assets | 1,466,203 | |
Marketable securities held in Trust Account | 200,001,752 | |
TOTAL ASSETS | 201,467,955 | |
Current liabilities | ||
Accrued expenses | 15,000 | |
Accrued offering costs | 85,100 | |
Total Current Liabilities | 100,100 | |
Deferred underwriting fee payable | 7,000,000 | |
Total Liabilities | 7,100,100 | |
Commitments | ||
Class A ordinary shares subject to possible redemption, 18,936,619 shares at redemption value | 189,367,849 | |
Shareholders' Equity | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 5,058,839 | |
Accumulated deficit | (59,514) | |
Total Shareholders' Equity | 5,000,006 | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 201,467,955 | |
Class A Ordinary Shares [Member] | ||
Shareholders' Equity | ||
Ordinary shares | 106 | |
Total Shareholders' Equity | 106 | |
Class B Ordinary Shares [Member] | ||
Shareholders' Equity | ||
Ordinary shares | 575 | [1] |
Total Shareholders' Equity | $ 575 | |
[1] | Included an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) - $ / shares | Oct. 09, 2020 | Sep. 30, 2020 |
Ordinary shares subject to possible redemption | 18,936,619 | |
Ordinary shares, shares outstanding | 5,000,000 | |
Preference shares, par value | $ 0.0001 | |
Preference shares, shares authorized | 1,000,000 | |
Preference shares, shares issued | 0 | |
Preference shares, shares outstanding | 0 | |
Shares subject to forfeiture | 750,000 | |
Class A Ordinary Shares [Member] | ||
Ordinary shares subject to possible redemption | 18,936,619 | |
Ordinary shares, par value | $ 0.0001 | |
Ordinary shares, shares authorized | 200,000,000 | |
Ordinary shares, shares issued | 1,063,381 | |
Ordinary shares, shares outstanding | 1,063,381 | |
Class B Ordinary Shares [Member] | ||
Ordinary shares, par value | $ 0.0001 | |
Ordinary shares, shares authorized | 20,000,000 | |
Ordinary shares, shares issued | 5,750,000 | |
Ordinary shares, shares outstanding | 5,750,000 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 3 Months Ended | 4 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | ||
Income Statement [Abstract] | |||
Operating costs | $ 56,266 | $ 61,266 | |
Loss from operations | (56,266) | (61,266) | |
Other income (expense): | |||
Interest earned on marketable securities held in Trust Account | 15,961 | 15,961 | |
Unrealized loss on marketable securities held in Trust Account | (14,209) | (14,209) | |
Other income, net | 1,752 | 1,752 | |
Net loss | $ (54,514) | $ (59,514) | |
Weighted average shares outstanding, basic and diluted | [1] | 5,413,908 | 5,409,457 |
Basic and diluted net loss per ordinary share | [2] | $ (0.01) | $ (0.01) |
[1] | Excludes an aggregate of 18,936,619 shares subject to possible redemption and an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. | ||
[2] | Net loss per ordinary share – basic and diluted excludes income attributable to ordinary shares subject to possible redemption of $1,659 for each of the three months ended September 30, 2020 and for the period from June 4, 2020 (inception) through September 30, 2020 (see Note 2). |
Condensed Statements Of Opera_2
Condensed Statements Of Operations (Parenthetical) | 3 Months Ended | 4 Months Ended |
Sep. 30, 2020USD ($)shares | Sep. 30, 2020USD ($)shares | |
Income Statement [Abstract] | ||
Shares subject to possible redemption | 18,936,619 | 18,936,619 |
Shares subject to forfeiture | 750,000 | 750,000 |
Net loss per ordinary share | $ | $ 1,659 | $ 1,659 |
Condensed Statement Of Changes
Condensed Statement Of Changes In Shareholders' Equity - USD ($) | Total | Class A Ordinary Shares [Member] | Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | |
Beginning balance at Jun. 03, 2020 | ||||||
Beginning balance (in shares) at Jun. 03, 2020 | ||||||
Issuance of Class B ordinary shares to Sponsor | [1] | 25,000 | $ 575 | 24,425 | ||
Issuance of Class B ordinary shares to Sponsor, Shares | [1] | 5,750,000 | ||||
Net loss | (5,000) | (5,000) | ||||
Ending Balance at Jun. 30, 2020 | 20,000 | $ 575 | 24,425 | (5,000) | ||
Ending balance (in shares) at Jun. 30, 2020 | 5,750,000 | |||||
Beginning balance at Jun. 03, 2020 | ||||||
Beginning balance (in shares) at Jun. 03, 2020 | ||||||
Net loss | (59,514) | |||||
Ending Balance at Sep. 30, 2020 | 5,000,006 | $ 106 | $ 575 | 5,058,839 | (59,514) | |
Ending balance (in shares) at Sep. 30, 2020 | 1,063,381 | 5,750,000 | ||||
Beginning balance at Jun. 30, 2020 | 20,000 | $ 575 | 24,425 | (5,000) | ||
Beginning balance (in shares) at Jun. 30, 2020 | 5,750,000 | |||||
Sale of 20,000,000 Units, net of underwriting discounts | 188,402,369 | $ 2,000 | 188,400,369 | |||
Sale of 20,000,000 Units, net of underwriting discounts, Shares | 20,000,000 | |||||
Sale of 6,000,000 Private Placement Warrants | 6,000,000 | 6,000,000 | ||||
Ordinary shares subject to possible redemption | (189,367,849) | $ (1,894) | (189,365,955) | |||
Ordinary shares subject to possible redemption, Shares | (18,936,619) | |||||
Net loss | (54,514) | (54,514) | ||||
Ending Balance at Sep. 30, 2020 | $ 5,000,006 | $ 106 | $ 575 | $ 5,058,839 | $ (59,514) | |
Ending balance (in shares) at Sep. 30, 2020 | 1,063,381 | 5,750,000 | ||||
[1] | Included an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). |
Condensed Statement Of Change_2
Condensed Statement Of Changes In Shareholders' Equity (Parenthetical) | 4 Months Ended |
Sep. 30, 2020USD ($)shares | |
Sale of Public Units | $ 20,000,000 |
Sale of Private Placement Warrants | $ 6,000,000 |
Shares subject to forfeiture | shares | 750,000 |
Condensed Statement Of Cash Flo
Condensed Statement Of Cash Flows | 4 Months Ended |
Sep. 30, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (59,514) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (15,961) |
Unrealized loss on securities held in Trust Account | 14,209 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (368,756) |
Accrued expenses | 15,000 |
Net cash used in operating activities | (415,022) |
Cash Flows from Investing Activities: | |
Investment of cash into Trust Account | (200,000,000) |
Net cash used in investing activities | (200,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 196,000,000 |
Proceeds from sale of Private Placement Warrants | 6,000,000 |
Proceeds from promissory note—related party | 126,005 |
Repayment of promissory note—related party | (126,005) |
Payment of offering costs | (487,531) |
Net cash provided by financing activities | 201,512,469 |
Net Change in Cash | 1,097,447 |
Cash – Beginning | |
Cash – Ending | 1,097,447 |
Non-Cash Investing and Financing Activities: | |
Initial classification of ordinary shares subject to possible redemption | 189,422,360 |
Change in value of ordinary shares subject to possible redemption | (54,511) |
Deferred underwriting fee payable | 7,000,000 |
Deferred offering costs paid directly by Sponsor from proceeds from issuance of ordinary shares | 25,000 |
Offering costs included in accrued offering costs | $ 85,100 |
Description of Organization And
Description of Organization And Business Operations | 4 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization And Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Colonnade Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on June 4, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, the Company intends to focus on industries that complements the Company’s management team’s expertise and network of relationships in the natural resources, energy, real estate and agricultural industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2020, the Company had not commenced any operations. All activity for the period from June 4, 2020 (inception) through September 30, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, 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 The registration statement for the Company’s Initial Public Offering became effective on August 20, 2020. On August 25, 2020, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000 , which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Colonnade Sponsor LLC (the “Sponsor”), generating gross proceeds of $6,000,000, which is described in Note 4. Transaction costs amounted to $11,597,631, consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees and $597,631 of other offering costs. In addition, at September 30, 2020, cash of $1,097,447 was held outside of the Trust Account (as defined below) and is available for the payment of offering expenses and for working capital purposes. Following the closing of the Initial Public Offering on August 25, 2020, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its shareholders 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 shareholder 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. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including 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. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If the Company seeks shareholder approval, the Company will complete a Business Combination only if it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other 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 Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides 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% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) 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 (ii) with respect to any other provision relating to shareholders’ rights or pre-initial The Company will have until August 25, 2022 (the “Combination Period”) to complete a Business Combination. 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 no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the 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 assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will 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 by 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 (1) $10.00 per Public Share and (2) 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 trust assets, less taxes payable. This liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, 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 (other than the Company’s independent public accountants), 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. |
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 Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X 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 21, 2020, as well as the Company’s Current Reports on Form 8-K, Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires 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 income and expenses during the reporting period. 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, the 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. The Company did not have any cash equivalents as of September 30, 2020. Marketable Securities Held in Trust Account At September 30, 2020, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury Bills. 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, 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 occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheet. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class Reconciliation of Net Loss Per Ordinary Share The Company’s net loss is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows: Three Months For the Period September 30, 2020 2020 Net loss $ (54,514 ) $ (59,514 ) Less: Income attributable to ordinary shares subject to possible redemption (1,659 ) (1,659 ) Adjusted net loss $ (56,173 ) $ (61,173 ) Weighted average shares outstanding, basic and diluted 5,413,908 5,409,457 Basic and diluted net loss per ordinary share $ (0.01 ) $ (0.01 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 4 Months Ended |
Sep. 30, 2020 | |
Initial Public Offering Disclosure [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half |
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 Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,000,000. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
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 30, 2020, the Sponsor paid an aggregate of $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 of the Company’s Class B ordinary shares (the “Founder Shares”). The Founder Shares include d that were wa ould The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Promissory Note – Related Party On June 30, 2020, the Sponsor agreed to loan the to be used, in part, for transaction costs incurred in connection with the Initial Public Offering (the “Promissory Note”). non-interest Due to Sponsor The Sponsor advanced $600,000 to the Company in anticipation of the amount to be paid for the purchase of additional Private Placement Units in the event the underwriters’ exercised their over-allotment option. The advance was due on demand should the over-allotment option not be exercised by the underwriters. On September 23, 2020, the $600,000 was returned to the Sponsor as the over-allotment option was not exercised. Administrative Services Agreement The Company entered into an agreement whereby, commencing on August 21, 2020, the Company will pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended September 30, 2020 and for the period from June 4, 2020 (inception) through September 30, 2020, the Company incurred $10,000 of such fees, of which $10,000 is included in accrued expenses in the accompanying condensed balance sheet at September 30, 2020. Related Party Loans 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”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. |
Commitments
Commitments | 4 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on August 20, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares 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 requiring the Company to register a sale of any of the securities held by them, including any other securities of the Company acquired by them prior to the consummation of the Company’s initial Business Combination. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,000,000 in the aggregate. A portion of such amount not to exceed 40% of the total amount of deferred underwriting commissions held in the Trust Account may be paid at the sole discretion of the Company to parties who may or may not participate in the Initial Public Offering (but who are members of FINRA) that assist the Company in consummating a Business Combination. The election to make such payments to such parties will be solely at the discretion of the Company’s management team. 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. |
Shareholders' Equity
Shareholders' Equity | 4 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination on a one-for-one one-for-one Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. 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, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 • if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor 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 a Business Combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 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 underlying the Units sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable |
Fair Value Measurements
Fair Value Measurements | 4 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on 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 1 $ 200,001,752 |
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 up to the date that the condensed financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On October 9, 2020, the underwriters’ election to exercise their over-allotment option expired unexercised, resulting in the forfeiture of 750,000 Founder Shares. Accordingly, as of October 9, 2020, there are 5,000,000 Founder Shares issued and outstanding. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 4 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X 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 21, 2020, as well as the Company’s Current Reports on Form 8-K, |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires 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 income and expenses during the reporting period. 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, the 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. The Company did not have any cash equivalents as of September 30, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2020, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury Bills. |
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, 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 occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheet. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class |
Reconciliation of Net Loss Per Ordinary Share | Reconciliation of Net Loss Per Ordinary Share The Company’s net loss is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows: Three Months For the Period September 30, 2020 2020 Net loss $ (54,514 ) $ (59,514 ) Less: Income attributable to ordinary shares subject to possible redemption (1,659 ) (1,659 ) Adjusted net loss $ (56,173 ) $ (61,173 ) Weighted average shares outstanding, basic and diluted 5,413,908 5,409,457 Basic and diluted net loss per ordinary share $ (0.01 ) $ (0.01 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 4 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share Reconciliation [Abstract] | |
Summary Of Basic and Diluted Loss Per Ordinary Share | The Company’s net loss is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows: Three Months For the Period September 30, 2020 2020 Net loss $ (54,514 ) $ (59,514 ) Less: Income attributable to ordinary shares subject to possible redemption (1,659 ) (1,659 ) Adjusted net loss $ (56,173 ) $ (61,173 ) Weighted average shares outstanding, basic and diluted 5,413,908 5,409,457 Basic and diluted net loss per ordinary share $ (0.01 ) $ (0.01 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 4 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary Company's Assets that are Measured at Fair Value on a Recurring Basis | 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 1 $ 200,001,752 |
Description of Organization A_2
Description of Organization And Business Operations - Additional Information (Detail) - USD ($) | Sep. 30, 2020 | Aug. 25, 2020 | Sep. 30, 2020 |
Sale of stock issue price per share | $ 10 | ||
Proceeds from initial public offer | $ 20,000,000 | ||
Proceeds from warrants issued | 6,000,000 | ||
Offering Costs | 487,531 | ||
Cash deposited in trust acccount | $ 200,000,000 | 200,000,000 | |
Payment to acquire short term restricted investments | $ 200,000,000 | $ 200,000,000 | |
Restricted investments maturity | 185 days | ||
Per share value of assets available for distribution on liquidation | $ 10 | $ 10 | |
Percentage of shares issued that can be transferred with no restriction | 20.00% | 20.00% | |
Percentage of public shares redemption | 100.00% | 100.00% | |
Business acquisition, percentage of voting interests acquired | 100.00% | 100.00% | |
Dissolution expenses | $ 100,000 | ||
Minimum [Member] | |||
Initial business combination as a percentage of assets held in trust account excluding taxes payable and deferred underwriting commission | 80.00% | 80.00% | |
Minimum net tangible assets needed post business combination for consumating business combination | $ 5,000,001 | $ 5,000,001 | |
Percentage Of Ownership In Investment Company Post Business Combination [Member] | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | |
IPO And Over Allotment Option [Member] | |||
Per share value of assets available for distribution on liquidation | $ 10 | $ 10 | |
IPO [Member] | |||
Sale of public units | 20,000,000 | ||
Sale of stock issue price per share | $ 10 | ||
Proceeds from initial public offer | $ 200,000,000 | ||
Transaction costs | $ 11,597,631 | $ 11,597,631 | |
Underwriting fees | 4,000,000 | ||
Deferred underwriting fee | 7,000,000 | $ 7,000,000 | |
Offering Costs | 597,631 | ||
Cash deposited in trust acccount | 1,097,447 | ||
Payment to acquire short term restricted investments | $ 1,097,447 | ||
Class A Common Stock and Public Warrants [Member] | |||
Per share value of assets available for distribution on liquidation | $ 10 | $ 10 | |
Class A Common Stock and Public Warrants [Member] | Private Placement [Member] | |||
Warrants issued during the period | 6,000,000 | ||
Warrants issued price per warrant | $ 1 | ||
Proceeds from warrants issued | $ 6,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary Of Basic and Diluted Loss Per Ordinary Share (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | |
Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | ||
Earnings Per Share Reconciliation [Abstract] | ||||
Net loss | $ (5,000) | $ (54,514) | $ (59,514) | |
Less: Income attributable to ordinary shares subject to possible redemption | (1,659) | (1,659) | ||
Adjusted net loss | $ (56,173) | $ (61,173) | ||
Weighted average shares outstanding, basic and diluted | [1] | 5,413,908 | 5,409,457 | |
Basic and diluted net loss per ordinary share | [2] | $ (0.01) | $ (0.01) | |
[1] | Excludes an aggregate of 18,936,619 shares subject to possible redemption and an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. | |||
[2] | Net loss per ordinary share – basic and diluted excludes income attributable to ordinary shares subject to possible redemption of $1,659 for each of the three months ended September 30, 2020 and for the period from June 4, 2020 (inception) through September 30, 2020 (see Note 2). |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 |
Accounting Policies [Line Items] | |||
Net loss per ordinary share | $ 1,659 | $ 1,659 | |
Common Class A [Member] | |||
Accounting Policies [Line Items] | |||
Net loss per ordinary share | $ 16,000,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | 4 Months Ended | |
Sep. 30, 2020 | Aug. 25, 2020 | |
Initial Public Offering Disclosure [Line Items] | ||
Sale of stock issue price per share | $ 10 | |
Public Warrants [Member] | ||
Initial Public Offering Disclosure [Line Items] | ||
Stock shares issued during the period | 20,000,000 | |
Sale of stock issue price per share | $ 10 | |
Exercise price of warrants | $ 11.50 | |
Number of shares entitlement per warrant | 1 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Aug. 25, 2020 | Sep. 30, 2020 |
Private Placement [Line Items] | ||
Proceeds from warrants issued | $ 6,000,000 | |
Over-Allotment Option [Member] | Private Placement Warrants [Member] | ||
Private Placement [Line Items] | ||
Warrants issued price per warrant | $ 11.50 | |
Class A Common Stock and Public Warrants [Member] | Private Placement [Member] | ||
Private Placement [Line Items] | ||
Warrants issued during the period | 6,000,000 | |
Warrants issued price per warrant | $ 1 | |
Proceeds from warrants issued | $ 6,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Oct. 09, 2020 | Sep. 30, 2020 | Sep. 23, 2020 | Jun. 30, 2020 | Sep. 21, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | ||
Offering costs for an aggregate price | $ 25,000 | $ 25,000 | [1] | |||||||
Number of shares forfeited | 750,000 | |||||||||
Percentage of ownership held by initial shareholders | 20.00% | 20.00% | ||||||||
Common stock, shares outstanding | 5,000,000 | |||||||||
Share Price | $ 12 | |||||||||
Repayment of notes payable to related party current | $ 126,005 | |||||||||
Purchase of additional Private Placement | $ 600,000 | |||||||||
Related party transaction amounts of transaction | $ 10,000 | |||||||||
Debt instrument convertible portion | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||
Debt instrument conversion price per unit | $ 1 | $ 1 | $ 1 | |||||||
Over-Allotment Option [Member] | ||||||||||
Return of warrants to sponser | $ 600,000 | |||||||||
Sponsor [Member] | ||||||||||
Repayment of notes payable to related party current | $ 126,005 | |||||||||
Debt instrument face value | $ 300,000 | $ 300,000 | ||||||||
Sponsor [Member] | Accrued Liabilities [Member] | ||||||||||
Related party transaction amounts of transaction | $ 10,000 | |||||||||
Sponsor [Member] | Administrative Service [Member] | ||||||||||
Related party transaction amounts of transaction | $ 10,000 | |||||||||
Class B Ordinary Shares [Member] | ||||||||||
Offering costs for an aggregate price | [1] | $ 575 | ||||||||
Common stock, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | |||||||
Stock shares issued during the period | 5,750,000 | 5,750,000 | [1] | |||||||
[1] | Included an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). |
Commitments - Additional Inform
Commitments - Additional Information (Detail) | Sep. 30, 2020USD ($)$ / shares |
Commitments and Contingencies Disclosure [Abstract] | |
Percentage of holders entitled to make demands | 40.00% |
Underwriting fee, per unit | $ / shares | $ 0.35 |
Deferred underwriting fees payable | $ | $ 7,000,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | Oct. 09, 2020 | Sep. 30, 2020 |
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock par or stated value per share | $ 0.0001 | |
Preferred stock shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Common stock, shares outstanding | 5,000,000 | |
Number of shares forfeited | 750,000 | |
Share price | $ 12 | |
Warrants or rights term | 5 years | |
Event Triggering Warrant Price Adjustment [Member] | Percentage Of The Market Value [Member] | ||
Class of Stock [Line Items] | ||
Redemption trigger share price percentage | 180.00% | |
Event Triggering Warrant Price Adjustment [Member] | Percentage Of The Newly Issued Price [Member] | ||
Class of Stock [Line Items] | ||
Redemption trigger share price percentage | 180.00% | |
Event Triggering Warrant Price Adjustment [Member] | Percentage Of The Market Value [Member] | ||
Class of Stock [Line Items] | ||
Exercise price of warrants percentage | 115.00% | |
Event Triggering Warrant Price Adjustment [Member] | Percentage Of The Newly Issued Price [Member] | ||
Class of Stock [Line Items] | ||
Exercise price of warrants percentage | 115.00% | |
Triggering Share Price One [Member] | ||
Class of Stock [Line Items] | ||
Warrants redemption price | $ 0.01 | |
Share price | $ 18 | |
Class A Ordinary Shares [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 200,000,000 | |
Common stock par or stated value per share | $ 0.0001 | |
Common stock shares description of voting rights | one vote | |
Common stock, shares issued | 1,063,381 | |
Common stock, shares outstanding | 1,063,381 | |
Temporary equity shares outstanding | 18,936,619 | |
Class A Ordinary Shares [Member] | Event Triggering Warrant Price Adjustment [Member] | Founder Shares [Member] | ||
Class of Stock [Line Items] | ||
Sale of stock issue price per share | $ 9.20 | |
Class A Ordinary Shares [Member] | Founder Shares [Member] | ||
Class of Stock [Line Items] | ||
Percentage of common stock outstanding | 20.00% | |
Class A Ordinary Shares [Member] | Founder Shares [Member] | Event Triggering Warrant Price Adjustment [Member] | ||
Class of Stock [Line Items] | ||
Percentage of the total gross proceeds from equity issuances for business combination | 60.00% | |
Volume weighted average trading price of ordinary shares | $ 9.20 | |
Class B Ordinary Shares [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 20,000,000 | |
Common stock par or stated value per share | $ 0.0001 | |
Common stock shares description of voting rights | one vote | |
Common stock, shares issued | 5,750,000 | |
Common stock, shares outstanding | 5,750,000 | |
Class B Ordinary Shares [Member] | Founder Shares [Member] | ||
Class of Stock [Line Items] | ||
Percentage of common stock outstanding | 20.00% | |
Class B Ordinary Shares [Member] | Subsequent Event [Member] | Founder Shares [Member] | ||
Class of Stock [Line Items] | ||
Number of shares forfeited | 750,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Company's Assets that are Measured at Fair Value on a Recurring Basis (Detail) | Sep. 30, 2020USD ($) |
Fair Value, Recurring [Member] | Marketable Securities Held In Trust [Member] | Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Marketable securities held in Trust Account | $ 200,001,752 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - shares | Oct. 09, 2020 | Sep. 30, 2020 |
Subsequent Event [Line Items] | ||
Number of shares forfeited | 750,000 | |
Common stock, shares outstanding | 5,000,000 | |
Class B Ordinary Shares [Member] | ||
Subsequent Event [Line Items] | ||
Common stock, shares outstanding | 5,750,000 | |
Subsequent Event [Member] | Class B Ordinary Shares [Member] | Founder Shares [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares forfeited | 750,000 | |
Subsequent Event [Member] | Class B Ordinary Shares [Member] | Founder Shares [Member] | Over-Allotment Option [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares forfeited | 750,000 | |
Common stock, shares outstanding | 5,000,000 |