IonQ (IONQ) 10-Q 18 Dec 20 2020 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	1 Months Ended
	Sep. 30, 2020	Dec. 18, 2020
Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Entity Registrant Name	dMY Technology Group, Inc. III
Entity Central Index Key	0001824920
Current Fiscal Year End Date	--12-31
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39694
Entity Tax Identification Number	85-2992192
Entity Address, Address Line One	1180 North Town Center Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89144
City Area Code	702
Local Phone Number	781-4313
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	true
Entity Ex Transition Period	false
Capital Units [Member]
Entity Information [Line Items]
Trading Symbol	DMYI.U
Title of 12(b) Security	Units, each consisting of one Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant
Security Exchange Name	NYSE
Common Class A [Member]
Entity Information [Line Items]
Trading Symbol	DMYI
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		30,000,000
Warrant [Member]
Entity Information [Line Items]
Trading Symbol	DMYI WS
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Security Exchange Name	NYSE
Common Class B [Member]
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		7,906,250

Condensed Balance Sheet

Condensed Balance Sheet	Sep. 30, 2020USD ($)
Current assets:
Cash	$ 25,000
Total current assets	25,000
Deferred offering costs associated with initial public offering	276,720
Total Assets	301,720
Current liabilities:
Accounts payable	32,720
Accrued expenses	245,000
Franchise tax payable	8,817
Note payable and advance from related parties	297
Total current liabilities	286,834
Total liabilities	286,834
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0
Share subscription receivable	0
Additional paid-in capital	24,209
Accumulated deficit	(10,114)
Total stockholders' equity	14,886
Total Liabilities and Stockholders' Equity	301,720
Common Class A [Member]
Stockholders' Equity:
Common stock, value	0
Common Class B [Member]
Stockholders' Equity:
Common stock, value	$ 791	[1]
[1]	This number included up to 1,031,250 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 17, 2020, the underwriters partially exercised their over-allotment option to purchase 2,500,000 units; thus, only 406,250 shares of Class B common stock remain subject to forfeiture (see Note 4).

Condensed Balance Sheet (Parent

Condensed Balance Sheet (Parenthetical)	Sep. 30, 2020$ / sharesshares
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 Class A [Member]
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	380,000,000
Common stock, shares issued	0
Common stock, shares outstanding	0
Common Class B [Member]
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares issued	7,906,250
Common stock, shares outstanding	7,906,250
Common stock that were subject to forfeiture	406,250
Common Class B [Member] | Maximum [Member]
Common stock that were subject to forfeiture	1,031,250

Condensed Statement Of Operatio

Condensed Statement Of Operations	1 Months Ended
	Sep. 30, 2020USD ($)$ / sharesshares
General and administrative expenses	$ 1,297
Franchise tax expenses	8,817
Net loss	$ (10,114)
Weighted average shares outstanding, basic and diluted | shares	7,500,000	[1]
Basic and diluted net loss per share | $ / shares	$ 0
[1]	This number excludes up to 406,250 shares of Class B common stock subject to forfeiture if the remaining unexercised over-allotment option is not exercised in full or in part by the underwriters. (see Note 4)

Condensed Statement Of Operat_2

Condensed Statement Of Operations (Parenthetical)	Sep. 30, 2020shares
Common Class B [Member]
Common stock that were subject to forfeiture	406,250

Condensed Statement Of Changes

Condensed Statement Of Changes In Stockholders' Equity - 1 months ended Sep. 30, 2020 - USD ($)		Total	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Class A Shares [Member]Common Stock [Member]	Class B Shares [Member]Common Stock [Member]
Balance at Sep. 13, 2020
Balance (in shares) at Sep. 13, 2020						0
Issuance of Class B common stock to Sponsor (1)	[1]	25,000	$ 24,209			$ 791
Issuance of Class B common stock to Sponsor (1), (in shares)	[1]					7,906,250
Net loss		(10,114)		$ (10,114)
Balance at Sep. 30, 2020		$ 14,886	$ 24,209	$ (10,114)	$ 0	$ 791
Balance (in shares) at Sep. 30, 2020						7,906,250
[1]	This number included up to 1,031,250 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 17, 2020, the underwriters partially exercised their over-allotment option to purchase 2,500,000 units; thus, only 406,250 shares of Class B common stock remain subject to forfeiture (see Note 4).

Condensed Statement Of Change_2

Condensed Statement Of Changes In Stockholders' Equity (Parenthetical) - shares	Nov. 17, 2020	Sep. 30, 2020
Subsequent Event [Member]
Initial Public Offering, units	30,000,000
Subsequent Event [Member] | Underwriters Over Allotment [Member]
Initial Public Offering, units	2,500,000
Common Class B [Member]
Common stock that were subject to forfeiture		406,250
Common Class B [Member] | Subsequent Event [Member]
Common stock that were subject to forfeiture	406,250
Common Class B [Member] | Maximum [Member]
Common stock that were subject to forfeiture		1,031,250

Condensed Statement Of Cash Flo

Condensed Statement Of Cash Flows	1 Months Ended
	Sep. 30, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (10,114)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by related party under note payable	297
Changes in operating assets and liabilities:
Accounts payable	0
Franchise tax payable	8,817
Accrued Expenses	1,000
Net cash used in operating activities	0
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Net cash provided by financing activities	25,000
Net increase in cash	25,000
Cash – beginning of the period	0
Cash – end of the period	25,000
Supplemental disclosure of noncash activities:
Deferred offering costs included in accounts payable	32,720
Deferred offering costs included in accrued expenses	$ 244,000

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	1 Months Ended
	Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization, Business Operations and Basis of Presentation	Note 1—Description of Organization, Business Operations and Basis of Presentation dMY Technology Group, Inc. III (the “Company”) is a blank check company incorporated in Delaware on September 14, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2020, the Company had not commenced any operations. All activity for the period from September 14, 2020 (inception) through September 30, 2020 relates to the Company’s formation and the preparation for its initial public offering (the “Initial Public Offering”) described below. 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 Company’s sponsor is dMY Sponsor III, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 12, 2020. On November 17, 2020, the Company consummated its Initial Public Offering of 30,000,000 units (“Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 2,500,000 Units as a result of the underwriters’ partial exercise of their over-allotment option (“the Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $16.96 million, inclusive of $10.50 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 4,000,000 warrants at a price of $2.00 per warrant (“Private Placement Warrants”) to the Sponsor, generating gross proceeds of $8.0 million (including approximately $7.95 million in cash and approximately $50,000 in subscription receivable) (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $300.0 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 of under Rule 2a-7 promulgated under The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Stockholders”) of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share The Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless If the Company is unable to complete a Business Combination within 24 at a per-share price, payable The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 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. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s Independent Registered Public Accounting Firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. ing 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration 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 Liquidity and Capital Resources As of September 30, 2020, the Company had $25,000 in its operating bank account and a working capital deficit of approximately $262,000. Prior to the consummation of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined below), the loan under the Note from the Sponsor of up to $200,000 (see Note 4), of which approximately $300 was outstanding at September 30, 2020. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor 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 Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Summary of Significant Accounti

Summary of Significant Accounting Policies	1 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage 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 accounts. 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. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed balance sheet. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of 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 unaudited condensed 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. Deferred Offering Costs Associated with the Initial Public Offering Deferred offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering on November 17, 2020. As of September 30, 2020, the Company incurred approximately $277,000 of deferred offering costs. 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 statement 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. Net deferred tax assets were 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. Net Loss Per Common 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 ordinary shares outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares at September 30, 2020 were reduced for the effect of an aggregate of 406,250 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). At September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. 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 unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	1 Months Ended
	Sep. 30, 2020
Equity [Abstract]
Initial Public Offering	Note 3—Initial Public Offering On November 17, 2020, the Company consummated its Initial Public Offering of 30,000,000 Units, including the 2,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $300.00 million, and incurring offering costs of approximately $16.96 million, inclusive of $10.50 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock, and one-fourth of one redeemable warrant (each,

Related Party Transactions

Related Party Transactions	1 Months Ended
	Sep. 30, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 4—Related Party Transactions Founder Shares On September 14, 2020, the Sponsor subscribed for 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for a total subscription price of $25,000, and fully paid for these on November 17, 2020. In October 2020, the Sponsor transferred 25,000 Founder Shares to each of Darla Anderson, Francesca Luthi and Charles E. Wert, the Company’s director nominees. On November 12, 2020, the Company effected a 1:1.1 stock split of the Class B common stock, resulting in an aggregate of 7,906,250 shares outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. The Sponsor agreed to forfeit up to 1,031,250 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 17, 2020, the underwriters partially exercised their over-allotment option to purchase 2,500,000 units; thus, only 406,250 Founder Shares remain subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,000,000 Private Placement Warrants at a price of $2.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $8.0 million (including approximately $7.95 million in cash and approximately $50,000 in subscription receivable). Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On September 14, 2020, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $2.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company entered into an agreement that provides that, commencing on the date that the Company’s securities are first listed on New York Stock Exchange and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, the Company pays the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in

Commitments and Contingencies

Commitments and Contingencies	1 Months Ended
	Sep. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.00 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $10.50 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on

Stockholders' Equity

Stockholders' Equity	1 Months Ended
	Sep. 30, 2020
Equity [Abstract]
Stockholders' Equity	Note 6—Stockholders’ Equity Class A Common Stock Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to on an as-converted basis, 20% less than one-for-one basis. Preferred Stock Warrants The warrants have an exercise price of $11.50 per share, subject to adjustments 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 shares of Class A common stock 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 share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (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 our Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its 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 under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common Stock 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, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or 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 long as they are Redemption of warrants when the price per share of Class A common stock 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 Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Redemption of warrants when the price per share of Class A common stock 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 • if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Subsequent Events

Subsequent Events	1 Months Ended
	Sep. 30, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 7—Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed financial statements were issued, require potential adjustment to or disclosure in the unaudited condensed financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	1 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage 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 accounts.
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.
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 the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed balance sheet.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of 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 unaudited condensed 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.
Deferred Offering Costs Associated with the Initial Public Offering	Deferred Offering Costs Associated with the Initial Public Offering Deferred offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering on November 17, 2020. As of September 30, 2020, the Company incurred approximately $277,000 of deferred offering costs.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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. Net deferred tax assets were 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.
Net Loss Per Common Share	Net Loss Per Common 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 ordinary shares outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares at September 30, 2020 were reduced for the effect of an aggregate of 406,250 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). At September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.
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 unaudited condensed financial statements.

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($)	Nov. 17, 2020	Nov. 17, 2020	Sep. 30, 2020
Organization Business And Basis Of Presentation [Line Items]
Initial Public Offering, deferred underwriting commissions			$ 277,000
Cash			$ 25,000
Business Combination within in the Combination Period, possible per share value of residual assets remaining available for distribution			$ 10
Business Combination required completion period after Initial Public Offering			24 months
Subscription receivable			$ 0
Working capital deficit			$ 262,000
Common Class A [Member]
Organization Business And Basis Of Presentation [Line Items]
Common stock, par value			$ 0.0001
Common stock, price per public share			$ 10
Maximum [Member]
Organization Business And Basis Of Presentation [Line Items]
Business Combination, maximum amount of interest to pay dissolution expenses			$ 100,000
Percentage of aggregate Public Shares restricted from redeem			20.00%
Public Shares redeemable amount limit of net tangible assets			$ 5,000,001
Subsequent Event [Member]
Organization Business And Basis Of Presentation [Line Items]
Initial Public Offering, units	30,000,000
Initial Public Offering, price per unit	$ 10	$ 10
Initial Public Offering, gross proceeds	$ 300,000,000
Initial Public Offering, offering costs	16,960,000
Initial Public Offering, deferred underwriting commissions	10,500,000	$ 10,500,000
Cash	$ 7,950,000	$ 7,950,000
Subsequent Event [Member] | Common Class A [Member]
Organization Business And Basis Of Presentation [Line Items]
Initial Public Offering, price per unit	$ 11.50	$ 11.50
Subsequent Event [Member] | Trust Account [Member]
Organization Business And Basis Of Presentation [Line Items]
Initial Public Offering, price per unit	$ 10	$ 10
Initial Public Offering, gross proceeds		$ 300,000,000
Subsequent Event [Member] | Underwriters Over Allotment [Member]
Organization Business And Basis Of Presentation [Line Items]
Initial Public Offering, units	2,500,000
Subsequent Event [Member] | Private Placement [Member]
Organization Business And Basis Of Presentation [Line Items]
Initial Public Offering, units	4,000,000
Initial Public Offering, price per unit	$ 2	$ 2
Initial Public Offering, private placement gross proceeds	$ 8,000,000
Subscription receivable	$ 50,000	$ 50,000
Sponsor [Member]
Organization Business And Basis Of Presentation [Line Items]
Contribution from the sponsor			25,000
Proceeds from notes payable to related party current			300
Sponsor [Member] | Maximum [Member]
Organization Business And Basis Of Presentation [Line Items]
Proceeds from notes payable to related party current			$ 200,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Additional Information (Detail)	1 Months Ended
	Sep. 30, 2020USD ($)shares
Significant Accounting Policies [Line Items]
Federal depository insurance coverage limit	$ 250,000
Cash equivalents	0
Deferred offering costs	$ 277,000
Weighted average number of shares subject to forfeiture | shares	406,250

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Nov. 17, 2020	Sep. 30, 2020
Initial Public Offering [Line Items]
Initial Public Offering, deferred underwriting commissions		$ 277,000
Subsequent Event [Member]
Initial Public Offering [Line Items]
Initial Public Offering, units	30,000,000
Initial Public Offering, price per unit	$ 10
Initial Public Offering, gross proceeds	$ 300,000,000
Initial Public Offering, offering costs	16,960,000
Initial Public Offering, deferred underwriting commissions	$ 10,500,000
Class A Shares [Member] | Subsequent Event [Member]
Initial Public Offering [Line Items]
Initial Public Offering, price per unit	$ 11.50
IPO [Member] | Subsequent Event [Member]
Initial Public Offering [Line Items]
Initial Public Offering, units	30,000,000
Initial Public Offering, price per unit	$ 10
Initial Public Offering, gross proceeds	$ 300,000,000
Initial Public Offering, offering costs	16,960,000
Initial Public Offering, deferred underwriting commissions	$ 10,500,000
Over-Allotment Option [Member] | Subsequent Event [Member]
Initial Public Offering [Line Items]
Initial Public Offering, units	2,500,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail)		Nov. 17, 2020USD ($)$ / sharesshares	Nov. 12, 2020shares	Sep. 14, 2020USD ($)$ / sharesshares	Oct. 31, 2020shares	Sep. 30, 2020USD ($)$ / sharesshares	Aug. 18, 2020$ / shares
Related Party Transaction [Line Items]
Offering costs for an aggregate price | $	[1]					$ 25,000
Cash | $						$ 25,000
Subsequent Event [Member]
Related Party Transaction [Line Items]
Initial Public Offering, units		30,000,000
Initial Public Offering, price per unit | $ / shares		$ 10
Cash | $		$ 7,950,000
Subsequent Event [Member] | Underwriters Over Allotment [Member]
Related Party Transaction [Line Items]
Initial Public Offering, units		2,500,000
Founder Shares [Member]
Related Party Transaction [Line Items]
Initial stockholders agreed to forfeit						1,031,250
Percentage of founder shares from related party						20.00%
Founder Shares [Member] | Subsequent Event [Member] | Darla Anderson [Member]
Related Party Transaction [Line Items]
Shares transferred during the period					25,000
Founder Shares [Member] | Subsequent Event [Member] | Francesca Luthi [Member]
Related Party Transaction [Line Items]
Shares transferred during the period					25,000
Founder Shares [Member] | Subsequent Event [Member] | Charles E Wert [Member]
Related Party Transaction [Line Items]
Shares transferred during the period					25,000
Sponsor [Member]
Related Party Transaction [Line Items]
Proceeds from notes payable to related party current | $						$ 300
Sponsor [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Proceeds from notes payable to related party current | $						200,000
Related Party Loans [Member]
Related Party Transaction [Line Items]
Convertible price warrants for post business combination entity | $ / shares				$ 2
Related Party Loans [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Proceeds from Promissory Note to related party | $						300
Working Capital Loans | $						1,500,000
Administrative Service Agreement [Member]
Related Party Transaction [Line Items]
Monthly charge for administrative services | $						$ 10,000
Private Placement Warrant [Member]
Related Party Transaction [Line Items]
Initial Public Offering, units						4,000,000
Initial Public Offering, price per unit | $ / shares						$ 2
Initial Public Offering, gross proceeds | $						$ 8,000,000
Cash | $						7,950,000
Warrants Subscriptions Receivable | $						$ 50,000
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock, par value | $ / shares						$ 0.0001
Warrants exercise price per share | $ / shares							$ 11.50
Common stock, shares outstanding						0
Common Class A [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Initial Public Offering, price per unit | $ / shares		$ 11.50
Common Class A [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Closing Share Threshold Price | $ / shares				$ 12
Common Class A [Member] | Private Placement Warrant [Member]
Related Party Transaction [Line Items]
Warrants exercise price per share | $ / shares						$ 11.50
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock, par value | $ / shares						$ 0.0001
Common stock, shares outstanding						7,906,250
Common stock that were subject to forfeiture						406,250
Common Class B [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Stock split ratio			0.90
Common stock, shares outstanding			7,906,250
Common stock that were subject to forfeiture		406,250
Common Class B [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Common stock that were subject to forfeiture						1,031,250
Common Class B [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Offering costs for an aggregate price | $				$ 25,000
Initial Public Offering, units				7,187,500
Common stock, par value | $ / shares				$ 0.0001
[1]	This number included up to 1,031,250 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 17, 2020, the underwriters partially exercised their over-allotment option to purchase 2,500,000 units; thus, only 406,250 shares of Class B common stock remain subject to forfeiture (see Note 4).

Commitments & Contingencies - A

Commitments & Contingencies - Additional Information (Detail) $ / shares in Units, $ in Thousands	1 Months Ended
	Sep. 30, 2020USD ($)$ / shares
Underwriting discount | $ / shares	$ 0.20
Underwriting discount aggregate amount | $	$ 6,000
Additional fee per unit | $ / shares	$ 0.35
Deferred underwriting commissions in connection with the initial public offering | $	$ 10,500

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - $ / shares	Nov. 17, 2020	Aug. 18, 2020	Sep. 30, 2020	Nov. 12, 2020	Sep. 14, 2020
Class of Stock [Line Items]
Common stock voting right			Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law.
Preferred stock, par or stated value per share			$ 0.0001
Preferred stock, shares issued			0
Preferred stock, shares outstanding			0
Public Warrants will become exercisable			on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering
Public warrant for redemption price			at a price of $0.01 per warrant
Public warrants expire date			upon a minimum of 30 days’ prior written notice of redemption
Common Stock Price Equals To Or Exceeds Ten Dollars [Member]
Class of Stock [Line Items]
Warrant redemption trigger price subject to adjustment			$ 10
Subsequent Event [Member]
Class of Stock [Line Items]
Initial Public Offering, units	30,000,000
Subsequent Event [Member] | Over-Allotment Option [Member]
Class of Stock [Line Items]
Initial Public Offering, units	2,500,000
Class A Shares [Member]
Class of Stock [Line Items]
Common stock, shares authorized			380,000,000
Common stock, par value			$ 0.0001
Common stock, shares issued			0
Common stock, shares outstanding			0
Common stock shares issuable upon conversion			the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders)
Exercise price per warrant		$ 11.50
Class A Shares [Member] | Redemption Price One [Member]
Class of Stock [Line Items]
Redemption price of warrants per unit		$ 0.01
Number of days of notice to be given to warrant holders before redemption			30 days
Number of consecutive trading days for which the stock price is to be maintained		20 days
Number of trading days		30 days
Class A Shares [Member] | Redemption Price Two [Member]
Class of Stock [Line Items]
Redemption price of warrants per unit		$ 0.10
Number of days of notice to be given to warrant holders before redemption		30 days
Number of consecutive trading days for which the stock price is to be maintained			20 days
Number of trading days			30 days
Class A Shares [Member] | Maximum [Member]
Class of Stock [Line Items]
Issue price at closing of its initial business combination			$ 9.20
Number of shares of common stock excercisable per warrant		0.361
Class A Shares [Member] | Minimum [Member]
Class of Stock [Line Items]
The aggregate gross proceeds from such issuances			60.00%
Warrant exercise price, description			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 under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price
Class A Shares [Member] | Minimum [Member] | Redemption Price One [Member]
Class of Stock [Line Items]
Share price		$ 18
Class A Shares [Member] | Minimum [Member] | Redemption Price Two [Member]
Class of Stock [Line Items]
Share price		$ 10
Class B Shares [Member]
Class of Stock [Line Items]
Common stock, shares authorized			20,000,000
Common stock, par value			$ 0.0001
Common stock, shares issued			7,906,250		7,187,500
Common stock, shares outstanding			7,906,250
Common stock shares issued including shares subject to forfeiture			1,031,250
Initial stockholders own Company's issued and outstanding common stock after the initial public offering		20.00%	20.00%
Reverse stock split description			one-for-one basis, subject to adjustment for stock splits
Class B Shares [Member] | Over-Allotment Option [Member]
Class of Stock [Line Items]
Common Stock, Shares Subscribed but Unissued			2,500,000
Class B Shares [Member] | Subsequent Event [Member]
Class of Stock [Line Items]
Common stock, shares outstanding				7,906,250
Common stock shares no longer subject to forefeiture	406,250
Class B Shares [Member] | Subsequent Event [Member] | Over-Allotment Option [Member]
Class of Stock [Line Items]
Initial Public Offering, units	2,500,000