| Summary of Significant Accounting Policies | Note
2—Summary of Significant Accounting Policies Use
of Estimates The
preparation of financial statement 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 statement. 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
statement, 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. Investments
Held in Trust Account The
Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section
2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest
in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified
as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period.
Gains and losses resulting from the change in fair value of these securities is included in net gain on investments, dividends
and interest held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values
of investments held in the Trust Account are determined using available market information. Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At September
30, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant
risks on such accounts. Fair
Value of Financial Instruments Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes
the inputs used in measuring fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level 1,
defined as observable inputs such as quoted prices for identical instruments in active markets;
● Level 2,
defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are
not active; and
● Level 3,
defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own
assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value
drivers are unobservable. In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level
input that is significant to the fair value measurement. As
of September 30, 2020, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to
the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised
of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds
that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using
quoted market prices in active markets. Offering
Costs Associated with the Initial Public Offering Offering
costs consisted of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering and that
were charged to shareholders’ equity upon the completion of the Initial Public Offering. Class A
Ordinary Shares Subject to Possible Redemption The
Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic
480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any)
are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares
(including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject
to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary
equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A
ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject
to the occurrence of uncertain future events. Accordingly, at September 30, 2020, 26,412,674 Class A ordinary shares subject
to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s
balance sheet. Income
Taxes The
Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.”
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between
the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary,
to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of September
30, 2020. FASB
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement
of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more
likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of 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. On
March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The
CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit
for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five
prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum
tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other
technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will
have a significant impact on Company’s financial position or statement of operations. Net
Loss Per Ordinary Share The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net
loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the period
excluding shares subject to forfeiture. An aggregate of 26,412,674 Class A ordinary shares subject to possible redemption at
September 30, 2020 has been excluded from the calculation of basic loss per share, since such shares, if
redeemed, only participate in their pro rata share of the trust earnings. The Company has not considered the effect of the
warrants sold in the Initial Public Offering (including the consummation of the Over-Allotment Units) and Private Placement
to purchase an aggregate of 21,425,000 ordinary shares in the calculation of diluted loss
per share, since the exercise of the warrants are contingent upon the occurrence of future events. Reconciliation
of net loss per common share The
Company’s net loss is adjusted for the portion of income (loss) that is attributable to Class A ordinary shares subject
to redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the
Company. Accordingly, basic and diluted loss per common share is calculated as follows:
For the (inception) September 30,
Net loss $ (63,748 )
Less: Income attributable to Class A ordinary shares subject to possible redemption -
Adjusted net loss $ (63,748 )
Weighted average Class A and Class B ordinary shares outstanding, basic and diluted 7,066,920
Basic and diluted net loss per ordinary share $ (0.01 ) Recent
Accounting Pronouncements Management
does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material
effect on the Company’s financial statements. |
