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Opendoor (OPEN)

Document and Entity Information

Document and Entity Information - shares9 Months Ended
Sep. 30, 2020Nov. 04, 2020
Document Information [Line Items]
Document Type10-Q
Amendment Flagfalse
Document Period End DateSep. 30,
2020
Document Fiscal Year Focus2020
Document Fiscal Period FocusQ3
Entity Registrant NameSocial Capital Hedosophia Holdings Corp. II
Entity Central Index Key0001801169
Current Fiscal Year End Date--12-31
Entity Filer CategoryNon-accelerated Filer
Entity Current Reporting StatusNo
Entity Interactive Data CurrentYes
Entity Ex Transition Periodfalse
Entity Small Businesstrue
Entity Emerging Growth Companytrue
Entity Shell Companytrue
Common Class A
Document Information [Line Items]
Title of 12(b) SecurityClass A ordinary shares, par value $0.0001 per share
Trading SymbolIPOB
Security Exchange NameNYSE
Entity Common Stock, Shares Outstanding41,400,000
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding10,350,000
Unit of redeemable warrant
Document Information [Line Items]
Title of 12(b) SecurityRedeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading SymbolIPOB WS

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEET - USD ($)Sep. 30, 2020Dec. 31, 2019
Current Assets
Cash $ 250,461 $ 0
Prepaid expenses383,761 0
Total Current Assets634,222 0
Deferred Offering Cost0 52,673
Cash and Marketable securities held in Trust Account414,042,207 0
TOTAL ASSETS414,676,429 52,673
Current liabilities
Accrued expenses4,362,316 0
Accrued offering costs0 52,673
Advances from related party0 21,631
Promissory note - related party1,138,497 0
Total Current Liabilities5,500,813 74,304
Deferred underwriting fee payable14,490,000 0
TOTAL LIABILITIES19,990,813 74,304
Commitments
Class A ordinary shares subject to possible redemption, 39,570,413 and no shares at redemption value at June 30, 2020 and December 31, 2019, respectively389,685,614 0
Shareholder's Equity (Deficit)
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding0 0
Additional paid-in capital11,341,549 0
Accumulated deficit(6,342,826)(21,631)
Total Shareholder's Equity (Deficit)5,000,002 (21,631)
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT)414,676,429 52,673
Common Class A
Shareholder's Equity (Deficit)
Common Stock, Value, Issued244 0
Common Class B
Shareholder's Equity (Deficit)
Common Stock, Value, Issued $ 1,035 $ 0

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / sharesSep. 30, 2020Dec. 31, 2019
Ordinary shares subject to possible redemption (in shares)38,964,589 0
Preferred Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001
Preferred Stock, Shares Authorized5,000,000 5,000,000
Preferred Stock, Shares Issued0 0
Preferred Stock, Shares Outstanding0 0
Common Class A
Ordinary shares subject to possible redemption (in shares)38,964,589 0
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001
Common Stock, Shares Authorized500,000,000 500,000,000
Common Stock, Shares, Issued2,435,411 0
Common Stock, Shares, Outstanding2,435,411 0
Common Class B
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001
Common Stock, Shares Authorized50,000,000 50,000,000
Common Stock, Shares, Issued10,350,000 1
Common Stock, Shares, Outstanding10,350,000 1
Shares subject to forfeiture1,350,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)3 Months Ended9 Months Ended
Sep. 30, 2020Sep. 30, 2020
CONDENSED STATEMENTS OF OPERATIONS
Formation and operating costs $ 6,059,583 $ 6,363,402
Loss from operations(6,059,583)(6,363,402)
Interest income16,290 42,207
Net Loss $ (6,043,293) $ (6,321,195)
Weighted average shares outstanding, basic and diluted[1]12,179,587 10,111,790
Basic and diluted net loss per ordinary share[2] $ (0.50) $ (0.63)
[1]Excludes an aggregate of 38,964,589 shares subject to possible redemption.
[2]Net loss per ordinary share - basic and diluted excludes income attributable to ordinary shares subject to possible redemption of $15,332 and $39,725 for the three and nine months ended September 30, 2020 , respectively (see Note 2).

CONDENSED STATEMENT OF OPERATIO

CONDENSED STATEMENT OF OPERATIONS (Parenthetical) - USD ($)3 Months Ended9 Months Ended
Sep. 30, 2020Sep. 30, 2020Dec. 31, 2019
CONDENSED STATEMENTS OF OPERATIONS
Ordinary shares subject to possible redemption (in shares)38,964,589 38,964,589 0
Loss attributable to ordinary shares subject to possible redemption $ 15,332 $ 39,725

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (DEFICIT) - USD ($)Common Stock [Member]Common Class ACommon Stock [Member]Common Class BAdditional Paid-in Capital [Member]Accumulated Deficit [Member]Common Class ATotal
Balance at Dec. 31, 2019 $ 0 $ 0 $ 0 $ (21,631) $ (21,631)
Balance (in shares) at Dec. 31, 20190 1
Cancellation of Class B ordinary share $ 0 $ 0 0 0 0
Cancellation of Class B ordinary share (in shares)0 (1)
Issuance of Class B ordinary shares to Sponsor(1)[1] $ 1,035 23,965 25,000
Issuance of Class B ordinary shares to Sponsor(1) (in shares)[1]10,350,000
Balance at Mar. 31, 2020 $ 1,035 23,965 (21,631)3,369
Balance (in shares) at Mar. 31, 202010,350,000
Balance at Dec. 31, 2019 $ 0 $ 0 0 (21,631)(21,631)
Balance (in shares) at Dec. 31, 20190 1
Net loss(6,321,195)
Balance at Sep. 30, 2020 $ 244 $ 1,035 11,341,549 (6,342,826)5,000,002
Balance (in shares) at Sep. 30, 20202,435,411 10,350,000
Balance at Mar. 31, 2020 $ 1,035 23,965 (21,631)3,369
Balance (in shares) at Mar. 31, 202010,350,000
Sale of 41,400,000 Units, net of underwriting discount and offering expenses $ 4,140 391,799,302 391,803,442
Sale of 41,400,000 Units, net of underwriting discount and offering expenses (in shares)41,400,000 41,400,000
Sale of 6,133,333 Private Placement Warrants9,200,000 9,200,000
Ordinary shares subject to possible redemption $ (3,957)(395,724,945)(395,728,902)
Ordinary shares subject to possible redemption (in shares)(39,570,413)
Net loss(277,902)(277,902)
Balance at Jun. 30, 2020 $ 183 $ 1,035 5,298,322 (299,533)5,000,007
Balance (in shares) at Jun. 30, 20201,829,587 10,350,000
Change in value of ordinary shares subject to possible redemption $ 61 6,043,227 6,043,288
Change in value of ordinary shares subject to possible redemption (in shares)605,824
Net loss(6,043,293)(6,043,293)
Balance at Sep. 30, 2020 $ 244 $ 1,035 $ 11,341,549 $ (6,342,826) $ 5,000,002
Balance (in shares) at Sep. 30, 20202,435,411 10,350,000
[1]Included an aggregate of up to 1,350,000 shares that were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full (see Note 7).

CONDENSED STATEMENT OF CHANGE_2

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (DEFICIT) (Parenthetical)3 Months Ended
Jun. 30, 2020shares
Sale of 6,133,333 Private Placement Warrants (in shares)6,133,333
Common Class A
Sale of 41,400,000 Units, net of underwriting discount and offering expenses (in shares)41,400,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS9 Months Ended
Sep. 30, 2020USD ($)
Cash Flows from Operating Activities:
Net loss $ (6,321,195)
Adjustments to reconcile net loss to net cash provided by operating activities:
Interest earned on cash and marketable securities held in Trust Account(42,207)
Changes in operating assets and liabilities:
Prepaid expenses(383,761)
Accrued expenses4,362,316
Net cash used in operating activities(2,384,847)
Cash Flows from Investing Activities:
Investment of cash in Trust Account(414,000,000)
Net cash used in investing activities(414,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares to Sponsor25,000
Proceeds from sale of Units, net of underwriting discounts paid406,800,000
Proceeds from sale of Private Placement Warrants9,200,000
Repayment of advances from related parties(21,631)
Proceeds from promissory note - related party1,438,497
Repayment of promissory note - related party(300,000)
Payment of offering costs(506,558)
Net cash provided by financing activities416,635,308
Net Change in Cash250,461
Cash - Beginning0
Cash - Ending250,461
Non-cash investing and financing activities:
Initial classification of ordinary shares subject to possible redemption396,006,810
Change in value of ordinary shares subject to possible redemption(6,321,196)
Deferred underwriting fee14,490,000
Offering costs included in accrued offering costs $ 264,285

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS9 Months Ended
Sep. 30, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSNOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Social Capital Hedosophia Holdings Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 18, 2019. 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 (a “Business Combination”).
The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
The Company has one subsidiary, Hestia Merger Sub Inc., a wholly owned subsidiary of the Company incorporated in Delaware on September 9, 2020 ("Merger Sub").
As of September 30, 2020, the Company had not commenced any operations. All activity for the period from October 18, 2019 (inception) through September 30, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and the search for a Business Combination, including activities in connection with the proposed acquisition of Opendoor Labs Inc., a Delaware corporation ("Opendoor"). 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 form of interest income from the proceeds derived from the Initial Public Offering.
The registration statements for the Company’s Initial Public Offering became effective on April 27, 2020. On April 30, 2020, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000 which is described in Note 3.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,133,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to SCH Sponsor II LLC (the “Sponsor”), generating gross proceeds of $9,200,000, which is described in Note 4.
Transaction costs amounted to $22,196,558 consisting of $7,200,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $506,558 of other offering costs. In addition, at September 30, 2020, cash of $250,461 was held outside of the Trust Account (as defined below) and is available for working capital purposes.
Following the closing of the Initial Public Offering on April 30, 2020, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the 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 shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to the Public Shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.
The Company will proceed with a Business Combination only if the Company has net tangible assets, after payment of the deferred underwriting commission, of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote and a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination or seek to sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, subject to the immediately succeeding paragraph, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.
Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, 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 15% of the Public Shares without the Company’s prior written consent.
The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination (and not seek to sell its shares to the Company in any tender offer the Company undertakes in connection with its initial Business Combination) and (b) not to propose an amendment to the Amended and Restated Memorandum of Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
The Company will have until April 30, 2022 (the “Combination Period”) to consummate a Business Combination. However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of a liquidation, the Public Shareholders will be entitled to receive a full pro rata interest in the Trust Account ($10.00 per share, plus any pro rata interest earned on the Trust Fund not previously released to the Company and less up to $100,000 of interest to pay dissolution expenses). There will be no redemption rights or liquidating distributions with respect to the Founder Shares or the Private Placement Warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party (other than the Company’s independent auditors) 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 to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as 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”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), 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.
Liquidity and Going Concern
As of September 30, 2020, the Company had $250,461 in its operating bank accounts, $414,042,207 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital deficit of $4,866,591. As of September 30, 2020, approximately $42,000 of the amount on deposit in the Trust Account represented interest income.
Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.
On September 30, 2020, the Company issued an unsecured promissory note to the Sponsor (the "Promissory Note"), pursuant to which the Company may borrow up to an aggregate principal amount of $4,000,000. At September 30, 2020, there was $1,138,497 outstanding under the Promissory Note (see Note 5).
The Company may need to raise additional capital through loans or additional investments from its Sponsor, officers, directors, or third parties. The Company's officers, directors and Sponsor may, but are not obligated to (other than pursuant to the Promissory Note), loan the Company additional funds, from time to time or at any time, to meet the Company's working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company's ability to continue as a going concern for the next twelve months following the date from when the financial statements are issued. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES9 Months Ended
Sep. 30, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESNOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on April 29, 2020, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on April 30, 2020 and May 6, 2020. The interim results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future periods.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
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 shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2020 and December 31, 2019.
Cash and Marketable Securities Held in Trust Account
At September 30, 2020, the assets held in the Trust Account were invested in U.S. Treasury securities and money market funds.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. The Company's Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders' equity section of the Company's condensed consolidated balance sheets.
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020 and December 31, 2019. 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.
The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOLs”) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company's financial position or statement of operations.
Net Loss per Ordinary Share
Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption at September 30, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 19,933,333 ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants into ordinary shares is contingent upon the occurrence of future events. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented.
Reconciliation of Net Loss Per Ordinary Share
The Company's net loss is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2020
2020
Net loss
$
(6,043,293)
$
(6,321,195)
Less: Income attributable to ordinary shares subject to possible redemption
(15,332)
(39,725)
Adjusted net loss
$
(6,058,625)
$
(6,360,920)
Weighted average shares outstanding, basic and diluted
12,179,587
10,111,790
Basic and diluted net loss per ordinary share
$
(0.50)
$
(0.63)
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING9 Months Ended
Sep. 30, 2020
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERINGNOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold 41,400,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 5,400,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7).

PRIVATE PLACEMENT

PRIVATE PLACEMENT9 Months Ended
Sep. 30, 2020
PRIVATE PLACEMENT
PRIVATE PLACEMENTNOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,133,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,200,000. Each Private Placement Warrant is exercisable for one Class A Share at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS9 Months Ended
Sep. 30, 2020
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONSNOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
In October 2019, the Company issued one ordinary share to the Sponsor for no consideration. On January 21, 2020, the Company cancelled the one share issued in October 2019 and the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000. On April 27, 2020, the Company effected a share capitalization, resulting in 10,350,000 Founder Shares issued and outstanding as of such date. All share and per-share amounts have been retroactively restated to reflect the share capitalization. The Founder Shares will automatically convert into Class A ordinary shares on the first business day following the completion of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, as described in Note 7.
The Founder Shares included an aggregate of up to 1,350,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are subject to forfeiture.
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Class B ordinary shares or Class A ordinary shares received upon conversion thereof  (together, “Founder Shares”) until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
Advances – Related Party
The Sponsor advanced the Company an aggregate of $21,631 to cover expenses related to the Initial Public Offering. The advances were non-interest bearing and due on demand. Advances in the aggregate amount of $21,631 were repaid in February 2020.
Promissory Note — Related Party
On January 21, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company borrowed an aggregate principal amount of $300,000. The note was non-interest bearing and payable on the earlier of (i) June 30, 2020 and (ii) the completion of the Initial Public Offering. The borrowings outstanding under the note in the amount of $300,000 were repaid upon the consummation of the Initial Public Offering on April 30, 2020.
On September 30, 2020, the Company issued the Promissory Note, pursuant to which the Company may borrow up to an aggregate principal amount of $4,000,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) April 30, 2022 and (ii) the completion of the Business Combination. At September 30, 2020, there was $1,138,497 outstanding under the Promissory Note.
Administrative Support Agreement
The Company entered into an agreement whereby, commencing on April 27, 2020, the Company will pay an affiliate of the Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2020, the Company incurred $30,000 and $50,000 of such fees. As of September 30, 2020, $50,000 is included in accrued expenses in the accompanying condensed consolidated balance sheets.
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to (other than pursuant to the Promissory Note), loan the Company additional funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

COMMITMENTS

COMMITMENTS9 Months Ended
Sep. 30, 2020
COMMITMENTS
COMMITMENTSNOTE 6. COMMITMENTS
Registration Rights
Pursuant to a registration rights agreement entered into on April 27, 2020, the holders of the 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 or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,490,000 in the aggregate. 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.
Financial Advisory Fee
The underwriters agreed to reimburse the Company for an amount equal to 10% of the discount paid to the underwriters for financial advisory services provided by Connaught (UK) Limited in connection with the Initial Public Offering, of which $720,000 was paid at the closing of the Initial Public Offering and up to $1,449,000 will be payable at the time of the closing of a Business Combination .
Merger Agreement
On September 15, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Merger Sub and Opendoor.
Pursuant to the transactions contemplated by the terms of the Merger Agreement (the “Closing”), and subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into Opendoor, with Opendoor surviving the merger in accordance with the Delaware General Corporation Law (the “DGCL”) and as a wholly owned subsidiary of the Company (the “Merger”) (the transactions contemplated by the Merger Agreement and the related ancillary agreements, the “Opendoor Business Combination”).
As a result of the Merger, among other things, all outstanding shares of common stock of Opendoor will be cancelled in exchange for the right to receive, or the reservation of, in the aggregate, a number of shares of the Company’s Common Stock (as defined below) equal to the quotient obtained by dividing (x) $5,000,000,000 by (y) $10.00.
Prior to the Closing, subject to the approval of the Company’s shareholders, and in accordance with the DGCL, Cayman Islands Companies Law (2020 Revision) (the "CICL") and the Company’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the "Cayman Constitutional Documents"), the Company will effect a deregistration under the CICL and a domestication under Section 388 of the DGCL (by means of filing a certificate of domestication (the "Certificate of Domestication") with the Secretary of State of Delaware), pursuant to which the Company’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the "Domestication").
In connection with the Domestication, (i) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of the Company (the "Class A Ordinary Shares"), will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001, per share of the Company (after its Domestication) (the "Common Stock"), (ii) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of the Company (the "Class B Ordinary Shares"), will convert automatically, on a one-for-one basis, into a share of Common Stock, (iii) each then issued and outstanding warrant of the Company will convert automatically into a warrant to acquire one share of Common Stock ("Domesticated Warrant"), and (iv) each then issued and outstanding unit of the Company (the "Cayman Units") will convert automatically into a unit of the Company (after the Domestication) (the "Domesticated Units"), with each Domesticated Unit representing one share of the Company’s Common Stock and one-third of one Domesticated Warrant.
The consummation of the Opendoor Business Combination is subject to certain conditions as further described in the Merger Agreement.

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY9 Months Ended
Sep. 30, 2020
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITYNOTE 7. SHAREHOLDERS’ EQUITY
Preferred Shares  — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At September 30, 2020 and December 31, 2019, there were no preferred shares issued or outstanding.
Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2020 and December 31, 2019, there were 2,435,411 and no Class A ordinary shares issued or outstanding, excluding 38,964,589 and no Class A ordinary shares subject to possible redemption, respectively.
Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At September 30, 2020 and December 31, 2019, there were 10,350,000 and one Class B ordinary shares issued and outstanding, respectively.
Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law.
The Class B Shares will automatically convert into Class A ordinary shares on the first business day following the completion of the Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Founder Shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares) so 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, 20% of the sum of the ordinary shares issued and outstanding upon completion of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of redemptions), excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor.
Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.
The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use it commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:
·
in whole and not in part;
·
at a price of $0.01 per Public Warrant;
·
upon not less than 30 days’ prior written notice of redemption to each warrant holder and
·
if, and only if, the reported last sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like).
Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:
·
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 based on the redemption date and the “fair market value” of the Class A ordinary shares;
·
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and
·
if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
In addition, if  (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable as described above so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS9 Months Ended
Sep. 30, 2020
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTSNOTE 8. FAIR VALUE MEASUREMENTS
The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company's financial assets and liabilities reflects management's estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1:
Level 2:
Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
The following table presents information about the Company's assets that are measured at fair value on a recurring basis at September 30, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
September 30,
Description
Level
2020
Assets:
Cash and Marketable securities held in Trust Account
1
$
414,042,207

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS9 Months Ended
Sep. 30, 2020
SUBSEQUENT EVENTS
SUBSEQUENT EVENTSNOTE 9. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)9 Months Ended
Sep. 30, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of PresentationBasis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on April 29, 2020, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on April 30, 2020 and May 6, 2020. The interim results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future periods.
Principles of ConsolidationPrinciples of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth CompanyEmerging 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 shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of EstimatesUse of Estimates
The preparation of the condensed consolidated financial statements in conformity with 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash EquivalentsCash 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 and December 31, 2019.
Cash and Marketable Securities Held in Trust AccountCash and Marketable Securities Held in Trust Account
At September 30, 2020, the assets held in the Trust Account were invested in U.S. Treasury securities and money market funds.
Class A Ordinary Shares Subject to Possible RedemptionClass A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. The Company's Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders' equity section of the Company's condensed consolidated balance sheets.
Income TaxesIncome Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020 and December 31, 2019. 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.
The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOLs”) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company's financial position or statement of operations.
Net Loss per Ordinary ShareNet Loss per Ordinary Share
Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption at September 30, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 19,933,333 ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants into ordinary shares is contingent upon the occurrence of future events. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented.
Reconciliation of Net Loss Per Ordinary Share
The Company's net loss is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2020
2020
Net loss
$
(6,043,293)
$
(6,321,195)
Less: Income attributable to ordinary shares subject to possible redemption
(15,332)
(39,725)
Adjusted net loss
$
(6,058,625)
$
(6,360,920)
Weighted average shares outstanding, basic and diluted
12,179,587
10,111,790
Basic and diluted net loss per ordinary share
$
(0.50)
$
(0.63)
Concentration of Credit RiskConcentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial InstrumentsFair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature.
Recent Accounting StandardsRecent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)9 Months Ended
Sep. 30, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of computation of basic and diluted loss per ordinary shareThree Months Ended
Nine Months Ended
September 30,
September 30,
2020
2020
Net loss
$
(6,043,293)
$
(6,321,195)
Less: Income attributable to ordinary shares subject to possible redemption
(15,332)
(39,725)
Adjusted net loss
$
(6,058,625)
$
(6,360,920)
Weighted average shares outstanding, basic and diluted
12,179,587
10,111,790
Basic and diluted net loss per ordinary share
$
(0.50)
$
(0.63)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)9 Months Ended
Sep. 30, 2020
FAIR VALUE MEASUREMENTS
Schedule of assets measured at fair value on a recurring basisSeptember 30,
Description
Level
2020
Assets:
Cash and Marketable securities held in Trust Account
1
$
414,042,207

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)Apr. 30, 2020Apr. 30, 2020Sep. 30, 2020Sep. 30, 2020Dec. 31, 2019
Gross proceeds from initial public offering $ 414,000,000
Proceeds from sale of Private Placement Warrants $ 9,200,000
Transaction costs22,196,558
Underwriting fees7,200,000
Deferred underwriting fees14,490,000 $ 14,490,000
Other offering costs506,558
Cash available for working capital purposes $ 250,461 250,461
Cash held in trust account $ 414,000,000 414,000,000
Maturity term of U.S. government securities185 days
Redemption of shares by Public Shareholders, Number of days considered2
Minimum net tangible assets to complete business combination $ 5,000,001 $ 5,000,001
Percentage of aggregate common shares that may not be redeemed without prior consent15.00%
Percentage of public shares required to be redeemed if business combination is not completed within specified period100.00%
Number of business days after which the public shares are to be redeemed if business combination is not completed within specified period10
Maximum interest earned to be used to pay dissolution expenses $ 100,000
Full pro rata interest per share receivable by the Public Shareholders, in the event of liquidation (in dollars per share) $ 10
Reduction in the amount of funds held in trust account (in dollars per share) $ 10
Operating bank accounts250,461 250,461 $ 0
Securities held in the trust account414,042,207 414,042,207 0
Working capital deficit4,866,591 4,866,591
Interest income on trust account16,290 42,207
Amount outstanding under promissory note1,138,497 1,138,497 $ 0
Sponsor
Aggregate principal amount4,000,000 4,000,000
Amount outstanding under promissory note $ 1,138,497 $ 1,138,497
Initial Public Offering
Units issued (in shares)41,400,000 41,400,000
Units issue price (in dollars per share) $ 10 $ 10
Over-allotment option
Units issued (in shares)5,400,000 5,400,000
Private placement | Sponsor
Number of warrants issued6,133,333 6,133,333
Issue price of warrants (in dollars per share) $ 1.50 $ 1.50
Proceeds from sale of Private Placement Warrants $ 9,200,000 $ 9,200,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)9 Months Ended
Sep. 30, 2020Dec. 31, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unrecognized tax benefits $ 0 $ 0
Unrecognized tax benefits, interest and penalties accrued0 $ 0
Tax provision $ 0
Warrants to purchase ordinary shares excluded from computation of diluted loss per share19,933,333

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss Per Common Share (Details) - USD ($)3 Months Ended9 Months Ended
Sep. 30, 2020Jun. 30, 2020Sep. 30, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Net loss $ (6,043,293) $ (277,902) $ (6,321,195)
Less: Income attributable to ordinary shares subject to possible redemption(15,332)(39,725)
Adjusted net loss $ (6,058,625) $ (6,360,920)
Weighted average shares outstanding, basic and diluted[1]12,179,587 10,111,790
Basic and diluted net loss per ordinary share[2] $ (0.50) $ (0.63)
[1]Excludes an aggregate of 38,964,589 shares subject to possible redemption.
[2]Net loss per ordinary share - basic and diluted excludes income attributable to ordinary shares subject to possible redemption of $15,332 and $39,725 for the three and nine months ended September 30, 2020 , respectively (see Note 2).

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details)Apr. 30, 2020$ / sharessharesApr. 30, 2020USD ($)$ / sharesshares
Initial Public Offering
Initial Public Offering, Disclosure [Line Items]
Units issued (in shares)41,400,000 41,400,000
Units issue price (in dollars per share) | $ / shares $ 10 $ 10
Number of public warrants that each unit consists (in shares) | $0.33
Initial Public Offering | Common Class A
Initial Public Offering, Disclosure [Line Items]
Number of common stocks included in each unit1 1
Number of shares called for by each public warrant (in shares)1 1
Exercise price of warrants (in dollars per share) | $ / shares $ 11.50 $ 11.50
Over-allotment option
Initial Public Offering, Disclosure [Line Items]
Units issued (in shares)5,400,000 5,400,000

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)Apr. 30, 2020Apr. 30, 2020Sep. 30, 2020
Private Placement, Disclosure [Line Items]
Aggregate purchase price $ 9,200,000
Private placement | Common Class A
Private Placement, Disclosure [Line Items]
Number of shares called for by each public warrant (in shares)1 1
Exercise price of warrants (in dollars per share) $ 11.50 $ 11.50
Private placement | Sponsor
Private Placement, Disclosure [Line Items]
Number of warrants issued6,133,333 6,133,333
Issue price of warrants (in dollars per share) $ 1.50 $ 1.50
Aggregate purchase price $ 9,200,000 $ 9,200,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)Apr. 30, 2020Apr. 27, 2020Jan. 21, 2020Apr. 30, 2020Feb. 29, 2020Sep. 30, 2020Mar. 31, 2020Sep. 30, 2020Dec. 31, 2019
Capital contribution by sponsor[1] $ 25,000
Administrative Support Agreement, total expenses incurred $ 30,000 $ 50,000
Administrative Support Agreement, accrued expenses50,000 50,000
Amount outstanding under promissory note1,138,497 $ 1,138,497 $ 0
Related Party Loans [Member]
Price of warrants (in dollars per share) $ 1.50
Maximum | Related Party Loans [Member]
Loans convertible into warrants $ 1,500,000
Initial Public Offering
Units issued (in shares)41,400,000 41,400,000
Sponsor
Debt Instrument, Face Amount $ 25,000
Units issued (in shares)8,625,000
Number of shares issued to sponsor cancelled1
Number of shares held by sponsor10,350,000
Number of shares held by sponsor subject to forfeiture1,350,000
Percentage of issued and outstanding shares after the Initial Public Offering held by the sponsor20.00%
Sponsor for monthly fee $ 10,000
Aggregate principal amount4,000,000 4,000,000
Amount outstanding under promissory note $ 1,138,497 $ 1,138,497
Sponsor | Initial Public Offering
Services fee $ 21,631
Service fee paid $ 21,631
Notes Payable, Other Payables [Member] | Sponsor
Debt Instrument, Face Amount $ 300,000
Due to Related Parties, Current $ 300,000 $ 300,000
Common Class A | Sponsor
Sale of stock, price per share $ 12
[1]Included an aggregate of up to 1,350,000 shares that were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full (see Note 7).

COMMITMENTS (Details)

COMMITMENTS (Details) - USD ($)Sep. 15, 2020Sep. 30, 2020Dec. 31, 2019
Deferred underwriting fees (in dollars per share) $ 0.35
Deferred Underwriting Fees $ 14,490,000
Underwriting Discount, Percentage10.00%
Refunds From Underwriting Discount $ 720,000
Refunds from deferred underwriting discount $ 1,449,000
Common Class A
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001
Common Class B
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001
Merger Agreement
Base number of shares for determining consideration5,000,000,000
Share price (per share) $ 10
Common Stock, Par or Stated Value Per Share $ 0.0001
Merger Agreement | Warrant [Member]
Number of shares issued for each warrant1
Merger Agreement | Cayman units
Conversion ratio upon merger1
Number of shares issued for each warrant0.33
Merger Agreement | Common Class A
Conversion ratio upon merger1
Merger Agreement | Common Class B
Conversion ratio upon merger1

SHAREHOLDERS' EQUITY (Details)

SHAREHOLDERS' EQUITY (Details)Sep. 30, 2020Vote$ / sharessharesDec. 31, 2019Vote$ / sharesshares
Preferred Stock, Shares Authorized5,000,000 5,000,000
Preferred Stock, Par or Stated Value Per Share | $ / shares $ 0.0001 $ 0.0001
Preferred Stock, Shares Issued0 0
Preferred Stock, Shares Outstanding0 0
Ordinary shares subject to possible redemption (in shares)38,964,589 0
Common Class A
Common Stock, Shares Authorized500,000,000 500,000,000
Voting rights of common stock per share | Vote1 1
Common Stock, Par or Stated Value Per Share | $ / shares $ 0.0001 $ 0.0001
Common Stock, Shares, Issued2,435,411 0
Common Stock, Shares, Outstanding2,435,411 0
Ordinary shares subject to possible redemption (in shares)38,964,589 0
Common Class B
Common Stock, Shares Authorized50,000,000 50,000,000
Voting rights of common stock per share | Vote1 1
Common Stock, Par or Stated Value Per Share | $ / shares $ 0.0001 $ 0.0001
Common Stock, Shares, Issued10,350,000 1
Common Stock, Shares, Outstanding10,350,000 1

SHAREHOLDERS' EQUITY - Warrants

SHAREHOLDERS' EQUITY - Warrants (Details)9 Months Ended
Sep. 30, 2020$ / sharesshares
Warrants
Warrants exercisable term from the completion of business combination30 days
Warrants exercisable term from the closing of the public offering12 months
Warrants expiration term5 years
Warrants exercisable for cash | shares0
Threshold period for filling registration statement after business combination15 days
Threshold period for filling registration statement within number of days of business combination60 days
Closing price of share for threshold consecutive trading days30 days
Stock price trigger for redemption of public warrants (in dollars per share) $ 18
Share Price $ 9.20
Percentage of gross proceeds on total equity proceeds60.00%
Adjustment of exercise price of warrants based on market value (as a percent)115.00%
Percentage of adjustment of redemption price of stock based on market value.180.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination30 days
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00
Warrants
Redemption price per warrant $ 0.01
Minimum threshold written notice period for redemption of public warrants30 days
Closing price of share for threshold trading days20 days
Share Price $ 18
Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00
Warrants
Redemption price per warrant $ 0.10
Minimum threshold written notice period for redemption of public warrants30 days
Stock price trigger for redemption of public warrants (in dollars per share) $ 10
Share Price $ 10

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details)Sep. 30, 2020USD ($)
Fair Value, Inputs, Level 1 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Cash and Marketable securities held in Trust Account $ 414,042,207