Cover Page
Cover Page - shares | 2 Months Ended | |
Sep. 30, 2020 | Nov. 12, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Oaktree Acquisition Corp. II | |
Entity Central Index Key | 0001820931 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, State or Province | CA | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | OACB | |
Security Exchange Name | NYSE | |
Title of 12(g) Security | Class A ordinary share, par value $0.0001 per share | |
Entity Common Stock, Shares Outstanding | 25,000,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,250,000 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | OACBU | |
Security Exchange Name | NYSE | |
Title of 12(g) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | OACB WS | |
Security Exchange Name | NYSE | |
Title of 12(g) Security | Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
Condensed Balance Sheet
Condensed Balance Sheet | Sep. 30, 2020USD ($) |
Current assets: | |
Cash | $ 2,000,000 |
Prepaid expenses | 292,850 |
Total current assets | 2,292,850 |
Investments held in Trust Account | 250,000,617 |
Total assets | 252,293,467 |
Current liabilities: | |
Accounts payable | 436,070 |
Accrued expenses | 334,860 |
Accrued expenses—related party | 5,000 |
Advance from related party | 119,159 |
Total current liabilities | 895,089 |
Deferred legal fees | 100,000 |
Deferred underwriting commissions | 8,750,000 |
Total liabilities | 9,745,089 |
Commitments and Contingencies | |
Class A ordinary shares; 23,754,837 shares subject to possible redemption at $10.00 per share | 237,548,370 |
Shareholders' Equity: | |
Preference shares | 0 |
Additional paid-in capital | 5,034,272 |
Accumulated deficit | (35,014) |
Total shareholders' equity | 5,000,008 |
Total Liabilities and Shareholders' Equity | 252,293,467 |
Common Class A [Member] | |
Shareholders' Equity: | |
Ordinary shares | 125 |
Total shareholders' equity | 125 |
Common Class B [Member] | |
Shareholders' Equity: | |
Ordinary shares | 625 |
Total shareholders' equity | $ 625 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) | Sep. 30, 2020$ / sharesshares |
Temporary equity redemption price | $ / shares | $ 10 |
Preferred stock par value | $ / shares | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock shares outstanding | 0 |
Common stock shares issued | 25,000,000 |
Common Class A [Member] | |
Temporary shares outstanding | 23,754,837 |
Temporary equity redemption price | $ / shares | $ 10 |
Common stock par value | $ / shares | $ 0.0001 |
Common stock shares authorized | 300,000,000 |
Common stock shares issued | 1,245,163 |
Common stock, shares outstanding | 1,245,163 |
Common Class B [Member] | |
Common stock par value | $ / shares | $ 0.0001 |
Common stock shares authorized | 30,000,000 |
Common stock shares issued | 6,250,000 |
Common stock, shares outstanding | 6,250,000 |
Condensed Statement of Operatio
Condensed Statement of Operations | 2 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
General and administrative expenses | $ 35,631 |
Loss from operations | (35,631) |
Net gain on investments held in Trust Account | 617 |
Net loss | $ (35,014) |
Class A ordinary shares | |
Basic and diluted weighted average shares outstanding | shares | 25,000,000 |
Basic and diluted net income per share | $ / shares | |
Class B ordinary shares | |
Basic and diluted weighted average shares outstanding | shares | 6,250,000 |
Basic and diluted net income per share | $ / shares | $ (0.01) |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholders' Equity - 2 months ended Sep. 30, 2020 - USD ($) | Total | Common Class A [Member] | Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Aug. 04, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (Shares) at Aug. 04, 2020 | 0 | 0 | |||
Issuance of Class B ordinary shares to Sponsor | 25,000 | $ 647 | 24,353 | ||
Issuance of Class B ordinary shares to Sponsor (Shares) | 6,468,750 | ||||
Sale of units in initial public offering, gross | 250,000,000 | $ 2,500 | 249,997,500 | ||
Sale of units in initial public offering, gross (Shares) | 25,000,000 | ||||
Offering costs | (14,441,608) | (14,441,608) | |||
Sale of private placement warrants to Sponsor | 7,000,000 | 7,000,000 | |||
Forfeiture of Class B ordinary shares from Sponsor | $ 22 | 22 | |||
Forfeiture of Class B ordinary shares from Sponsor (Shares) | (218,750) | ||||
Shares subject to possible redemption | (237,548,370) | $ (2,375) | (237,545,995) | ||
Shares subject to possible redemption (Shares) | (23,754,837) | ||||
Net loss | (35,014) | (35,014) | |||
Ending Balance at Sep. 30, 2020 | $ 5,000,008 | $ 125 | $ 625 | $ 5,034,272 | $ (35,014) |
Ending Balance (Shares) at Sep. 30, 2020 | 1,245,163 | 6,250,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 2 Months Ended |
Sep. 30, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (35,014) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Unrealized gain on investments held in Trust Account | (617) |
General and administrative expenses paid by related party under note payable | 26,961 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (292,850) |
Accounts payable | 296,520 |
Accrued expenses—related party | 5,000 |
Net cash used in operating activities | 0 |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (250,000,000) |
Net cash used in investing activities | (250,000,000) |
Cash Flows from Financing Activities: | |
Proceeds received from initial public offering, gross | 250,000,000 |
Proceeds received from private placement | 7,000,000 |
Offering costs paid | (5,000,000) |
Net cash provided by financing activities | 252,000,000 |
Net change in cash | 2,000,000 |
Cash—beginning of the period | 0 |
Cash—end of the period | 2,000,000 |
Supplemental disclosure of noncash investing and financing activities: | |
Offering costs included in accounts payable | 139,550 |
Offering costs included in accrued expenses | 334,860 |
Offering costs included in note payable—related party | 92,198 |
Deferred legal fees | 100,000 |
Deferred underwriting commissions | 8,750,000 |
Common Class B [Member] | |
Supplemental disclosure of noncash investing and financing activities: | |
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 |
Forfeiture of Class B ordinary shares from Sponsor | 22 |
Common Class A [Member] | |
Supplemental disclosure of noncash investing and financing activities: | |
Value of Class A ordinary shares subject to possible redemption | $ 237,548,370 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 2 Months Ended |
Sep. 30, 2020 | |
Description Of Organization Business Operations And Basis Of Presentation [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation Oaktree Acquisition Corp. II (the “Company”) was incorporated as a Cayman Islands exempted company on August 5, 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 or entities (the “Business Combination”). As of September 30, 2020, the Company had not commenced any operations. All activity for the period from August 5, 2020 (inception) through September 30, 2020 relates to the Company’s formation, the initial public offering described below and since the closing of the initial public offering, the search for a prospective initial business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the The Company’s sponsor is Oaktree Acquisition Holdings II, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September 16, 2020. On September 21, 2020, the Company consummated its Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 2,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.5 million, inclusive of approximately $8.8 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,666,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $7.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $250.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of 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 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 assets held in the Trust Account (as defined below) (net of amounts previously disbursed to management for Regulatory Withdrawals (as defined below) and excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Shareholders”) of the Public Shares 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, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be non-public Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the amended and restated memorandum and articles of association (a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or September 21, 2022 (the “Combination Period”) or (b) with respect to any other provision relating to shareholders’ rights or pre-initial 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, The Sponsor agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except our 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 financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period August 5, 2020 (inception) through September 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Liquidity and Capital Resources As of September 30, 2020, the Company had $2.0 million in its operating bank account, and working capital of approximately $1.4 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $119,000 from the Sponsor pursuant to the Expense Reimbursement Agreement (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. To date, the loan still remains outstanding. 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, provide the Company Working Capital Loans (see Note 4). As of September 30, 2020, 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 from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Management continues to evaluate the impact of the COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 2 Months Ended |
Sep. 30, 2020 | |
Summary of Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, 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 unaudited condensed balance sheet 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, accrued expenses, accrued expenses – related party and advances from related party 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, 23,754,837 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheet. Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 10,916,667 of the Company’s Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed statement two-class Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 2 Months Ended |
Sep. 30, 2020 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On September 21, 2020, the Company consummated its Initial Public Offering of 25,000,000 Units, including 2,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.5 million, inclusive of approximately $8.8 million in deferred underwriting commissions. Each Unit consisted of one Class A ordinary share, and one-fourth of one |
Related Party Transactions
Related Party Transactions | 2 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On August 7, 2020, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 6,468,750 Class B ordinary shares, par value $0.0001, (the “Founder Shares”). The Sponsor agreed to forfeit up to 843,750 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On September 21, 2020, the underwriters partially exercised the over-allotment option to purchase 2,500,000 Over-Allotment Units; thus, an aggregate of 218,750 Founder Shares were forfeited accordingly. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,666,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $7.0 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor 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. Expense Reimbursement Agreement On August 7, 2020, the Sponsor agreed pursuant to an expense reimbursement agreement (“Expense Reimbursement Agreement”) to advance the Company up to $300,000 to pay for a portion of the expenses in connection with the Initial Public Offering. As of September 30, 2020, the Company borrowed approximately $119,000 from the Sponsor. The loan still remains outstanding as of September 30, 2020. Working Capital 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”). 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 the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, 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. 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. As of September 30, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date the Company’s securities were first listed on the New York Stock Exchange, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $5,000 in expenses in connection with such services during the period from August 5, 2020 (inception) through September 30, 2020 as reflected in the accompanying unaudited condensed statement of operations. As of September 30, 2020, the Company had approximately $5,000 in accrued expenses—related party in connection with such services as reflected in the accompanying unaudited condensed balance sheet. |
Commitments and Contingencies
Commitments and Contingencies | 2 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of 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) are entitled to registration rights pursuant to a registration and shareholder rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the Underwriting Agreement The Company granted the underwriters a 45-day option from the The underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $8.8 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. Deferred Legal Fees The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the Company’s legal counsel agreed to defer an aggregate of $ 100,000 |
Shareholders' Equity
Shareholders' Equity | 2 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 6—Shareholders’ Equity Class A Ordinary Shares Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, Preference Shares Warrants The warrants have an exercise price of $11.50 per whole share, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company and, (i) 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, and (ii) to the extent that such issuance is made to the Company or its affiliates, without taking into account the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of 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, the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing price of the Class A 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 day The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00. • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the reported closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day The “fair market value” of the Class A ordinary shares for the above purpose shall mean the average last reported sale price of Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company has not completed the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 2 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7—Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Significant Other Significant Other Investments held in Trust Account: Cash equivalents—money market funds $ 250,000,617 $ — $ — $ 250,000,617 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from August 5, 2020 (inception) through September 30, 2020. Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. |
Subsequent Events
Subsequent Events | 2 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8—Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through November 12 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 2 Months Ended |
Sep. 30, 2020 | |
Summary of Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, 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. |
Investments Held in Trust Account | 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 unaudited condensed balance sheet |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust 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 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, accrued expenses, accrued expenses – related party and advances from related party 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 Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2020, 23,754,837 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheet. |
Income Taxes | Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 10,916,667 of the Company’s Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed statement two-class |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 2 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value assets measured on recurring basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Significant Other Significant Other Investments held in Trust Account: Cash equivalents—money market funds $ 250,000,617 $ — $ — $ 250,000,617 $ — $ — |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($) | Sep. 21, 2020 | Sep. 30, 2020 |
Initial public offer, offering cost | $ 14,500,000 | |
Securities maturity period | 185 days | |
Business combination conditions | The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (net of amounts previously disbursed to management for Regulatory Withdrawals (as defined below) and excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. | |
Temporary equity redemption price per share | $ 10 | |
Business combination covenant terms | In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. | |
Description of results for non compliance with business combination | The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the amended and restated memorandum and articles of association (a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or September 21, 2022 | |
Working capital | $ 1,400,000 | |
Receipts from capital contributions by sponsors | 25,000 | |
Due to related parties current | 119,000 | |
Cash | 2,000,000 | |
Working capital loan | 0 | |
Maximum regulatory withdrawal | $ 250,000 | |
Common Class A [Member] | ||
Temporary equity redemption price per share | $ 10 | |
Maximum [Member] | ||
Dissolution expense | $ 100,000 | |
Private Placement [Member] | ||
Warrants issued | 4,666,667 | |
Warrants prices | $ 1.50 | |
Proceeds from issuance of private placement warrants | $ 7,000,000 | |
IPO [Member] | ||
Initial public offer, shares issued | 25,000,000 | |
Proceeds from issuance initial public offering | $ 250,000,000 | |
Initial public offer, share price | $ 10 | |
Proceeds from issuance of private placement warrants | $ 250,000,000 | |
Percentage of temporary equity redemption | 15.00% | |
IPO [Member] | Common Class A [Member] | ||
Sale of stock issue price per share | $ 10 | |
Over-Allotment Option [Member] | ||
Initial public offer, shares issued | 2,500,000 | |
Deferred underwriting commission | $ 8,800,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 2 Months Ended |
Sep. 30, 2020USD ($)shares | |
Federal deposit insurance coverage amount | $ | $ 250,000 |
Common Class A [Member] | |
Temporary shares outstanding | 23,754,837 |
Common Stock [Member] | |
Antidilutive securities | 10,916,667 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Sep. 21, 2020 | Sep. 30, 2020 |
Proceeds from capital units issuance | $ 250,000,000 | |
Class of warrants exercise price | $ 11.50 | |
Over-Allotment Option [Member] | ||
Capital units issued | 2,500,000 | |
Capital units price per share | $ 10 | |
Proceeds from capital units issuance | $ 250,000,000 | |
Offering cost of capital units | 14,500,000 | |
Deferred underwriting commission | $ 8,800,000 | |
IPO [Member] | ||
Capital units issued | 25,000,000 | |
Common Class A [Member] | ||
Class of warrants exercise price | $ 11.50 | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Sep. 21, 2020 | Aug. 07, 2020 | Sep. 30, 2020 |
Related party transaction expense | $ 25,000 | $ 10,000 | |
Percentage of founder shares on outstanding shares | 20.00% | ||
Common stock shares resale or transfer share price threshold | $ 12 | ||
Class of warrants redemption exercise price | $ 11.50 | ||
Advances from related party agreed amount | $ 300,000 | ||
Due to related parties current | $ 119,000 | ||
Expense Reimbursement Agreement [Member] | |||
Due to related parties current | 119,000 | ||
Administrative Support Agreement [Member] | |||
Related party transaction expense | 5,000 | ||
Accrued expenses—related party | $ 5,000 | ||
Private Placement [Member] | |||
Warrants issued | 4,666,667 | ||
Warrants prices | $ 1.50 | ||
Proceeds from issuance of private placement warrants | $ 7,000,000 | ||
Working capital loans eligible for conversion into warrants | $ 1,500,000 | ||
Warrant conversion price | $ 1.50 | ||
Over-Allotment Option [Member] | |||
Founder shares subject to forfeited over-allotment | 218,750 | ||
Options exercised to purchase number of units | 2,500,000 | ||
Common Class A [Member] | |||
Common stock, shares outstanding | 1,245,163 | ||
Common stock par value | $ 0.0001 | ||
Class of warrants redemption exercise price | $ 11.50 | $ 11.50 | |
Common Class B [Member] | |||
Common stock, shares outstanding | 6,468,750 | 6,250,000 | |
Common stock par value | $ 0.0001 | $ 0.0001 | |
Maximum [Member] | |||
Founder shares subject to redemption | 843,750 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Sep. 21, 2020 | Sep. 21, 2020 | Sep. 30, 2020 |
Statements [Line Items] | |||
Deferred legal fees | $ 100,000 | ||
Over-Allotment Option [Member] | |||
Statements [Line Items] | |||
Options available to purchase | 3,375,000 | ||
Capital Units Issued | 2,500,000 | ||
Underwriting discount per unit | $ 0.20 | $ 0.20 | |
Underwriting income loss | $ 5,000,000 | ||
Deferred Underwriting Commission | $ 8,800,000 | ||
Over-Allotment Option [Member] | Additional [Member] | |||
Statements [Line Items] | |||
Underwriting discount per unit | $ 0.35 | $ 0.35 | |
Deferred Underwriting Commission | $ 8,800,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | Sep. 21, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Aug. 07, 2020 |
Common stock shares | 25,000,000 | 25,000,000 | ||
Common stock conversion description | 20% of the sum of (i) the total number of Class A ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor upon conversion of Working Capital Loans. | |||
Preferred shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock par value | $ 0.0001 | $ 0.0001 | ||
Common stock conversion description | 20% of the sum of (i) the total number of Class A ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor upon conversion of Working Capital Loans. | |||
Warrants exercise price | $ 11.50 | $ 11.50 | ||
Warrants and Rights Outstanding, Term | 5 years | 5 years | ||
Percent of gross proceeds | 60.00% | 60.00% | ||
Ratio of redemption feature per warrant | 36.1 | 36.1 | ||
Over-Allotment Option [Member] | ||||
Options exercised to purchase number of units | 2,500,000 | |||
Common Class A [Member] | ||||
Common stock shares authorized | 300,000,000 | 300,000,000 | ||
Common stock par value | $ 0.0001 | $ 0.0001 | ||
Common stock shares | 1,245,163 | 1,245,163 | ||
Common Shares Outstanding | 1,245,163 | 1,245,163 | ||
Temporary Equity Outstanding | 23,754,837 | 23,754,837 | ||
Warrants exercise price | $ 11.50 | $ 11.50 | $ 11.50 | |
Shares Issued, Price Per Share | 9.20 | 9.20 | ||
Business acquisition, share price | $ 9.20 | $ 9.20 | ||
Common Class A [Member] | Minimum [Member] | Share trigger price one [Member] | ||||
Warrants redeemable threshold consecutive trading days | 30 days | |||
Common Class A [Member] | Maximum [Member] | Share trigger price two [Member] | ||||
Warrants redeemable threshold consecutive trading days | 10 days | |||
Common Class B [Member] | ||||
Common stock shares authorized | 30,000,000 | 30,000,000 | ||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock shares | 6,250,000 | 6,250,000 | 6,468,750 | |
Common Shares Outstanding | 6,250,000 | 6,250,000 | 6,468,750 | |
Common Stock, Shares,subject to forfeiture | 843,750 | |||
Percent of stock owned | 20.00% | |||
Common Class B [Member] | Over-Allotment Option [Member] | ||||
Common Stock, Shares,subject to forfeiture | 218,750 | |||
Private Placement Warrants [Member] | Share trigger price one [Member] | ||||
Warrants redemption price per share | $ 0.01 | $ 0.01 | ||
Minimum notice period for warrants redemption | 30 days | |||
Private Placement Warrants [Member] | Share trigger price two [Member] | ||||
Warrants redemption price per share | $ 0.10 | 0.10 | ||
Minimum notice period for warrants redemption | 30 days | |||
Private Placement Warrants [Member] | Minimum [Member] | Share trigger price one [Member] | ||||
Warrants redeemable threshold consecutive trading days | 20 days | |||
Private Placement Warrants [Member] | Minimum [Member] | Share trigger price two [Member] | ||||
Warrants redeemable threshold consecutive trading days | 20 days | |||
Private Placement Warrants [Member] | Maximum [Member] | Share trigger price one [Member] | ||||
Class of warrants exercise price adjustment percentage | 115.00% | |||
Warrants redeemable threshold consecutive trading days | 30 days | |||
Private Placement Warrants [Member] | Maximum [Member] | Share trigger price two [Member] | ||||
Class of warrants exercise price adjustment percentage | 180.00% | |||
Warrants redeemable threshold consecutive trading days | 30 days | |||
Private Placement Warrants [Member] | Common Class A [Member] | Share trigger price one [Member] | ||||
Warrants redemption price per share | $ 18 | 18 | ||
Private Placement Warrants [Member] | Common Class A [Member] | Share trigger price two [Member] | ||||
Warrants redemption price per share | $ 10 | $ 10 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of fair value assets measured on recurring basis (Detail) - Fair Value, Recurring [Member] - Fair Value, Inputs, Level 1 [Member] | Sep. 30, 2020USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets Fair Value | $ 250,000,617 |
Money Market Funds [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Cash equivalents—money market funds | $ 250,000,617 |