Cover Page
Cover Page - shares | 1 Months Ended | |
Jun. 30, 2020 | Sep. 17, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Yucaipa Acquisition Corp | |
Entity Central Index Key | 0001815302 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Incorporation, State or Country Code | E9 | |
Entity Interactive Data Current | Yes | |
Entity Address, State or Province | CA | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | |
Trading Symbol | YAC | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 34,500,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,625,000 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one third of one redeemable warrant | |
Trading Symbol | YAC.U | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | |
Trading Symbol | YAC WS | |
Security Exchange Name | NYSE |
Condensed Balance Sheet
Condensed Balance Sheet | Jun. 30, 2020USD ($) | |
Current assets: | ||
Prepaid expenses | $ 11,171 | |
Total current assets | 11,171 | |
Deferred offering costs associated with initial public offering | 166,950 | |
Total assets | 178,121 | |
Current liabilities: | ||
Accounts payable | 23,450 | |
Accrued expenses | 91,250 | |
Note payable - related party | 52,250 | |
Total current liabilities | 166,950 | |
Commitments and Contingencies | ||
Shareholder's Equity: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 24,137 | |
Accumulated deficit | (13,829) | |
Total shareholder's equity | 11,171 | |
Total Liabilities and Shareholder's Equity | 178,121 | |
Common Class A [Member] | ||
Shareholder's Equity: | ||
Common stock | ||
Common Class B [Member] | ||
Shareholder's Equity: | ||
Common stock | $ 863 | [1] |
[1] | This number includes up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On August 6, 2020, the underwriters fully exercised the over-allotment option; thus, these shares were no longer subject to forfeiture. |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) | Jun. 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 | 500,000,000 |
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 | 50,000,000 |
Common stock, shares issued | 8,625,000 |
Common stock, shares outstanding | 8,625,000 |
Common Class B [Member] | Shares Subject to Forfeiture [Member] | |
Common stock, shares outstanding | 1,125,000 |
Condensed Statement Of Operatio
Condensed Statement Of Operations | 1 Months Ended | |
Jun. 30, 2020USD ($)$ / sharesshares | ||
Income Statement [Abstract] | ||
General and administrative expenses | $ 13,829 | |
Net loss | $ (13,829) | |
Weighted average shares outstanding, basic and diluted | shares | 8,625,000 | [1] |
Basic and diluted net loss per share | $ / shares | $ 0 | |
[1] | This number includes an aggregate of up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On August 6, 2020, the underwriters fully exercised the over-allotment option; thus, these shares were no longer subject to forfeiture. |
Condensed Statement Of Operat_2
Condensed Statement Of Operations (Parenthetical) - Common Class B [Member] | Jun. 30, 2020shares |
Common stock, shares outstanding | 8,625,000 |
Shares Subject to Forfeiture [Member] | |
Common stock, shares outstanding | 1,125,000 |
Condensed Statement Of Changes
Condensed Statement Of Changes In Shareholder's Equity - 1 months ended Jun. 30, 2020 - USD ($) | Total | Ordinary Share [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member} | |
Beginning Balance at Jun. 03, 2020 | $ 0 | ||||
Issuance of Class B ordinary shares to Sponsor | [1] | 25,000 | $ 863 | $ 24,137 | |
Issuance of Class B ordinary shares to Sponsor, Share | [1] | 8,625,000 | |||
Net loss | (13,829) | $ (13,829) | |||
Ending Balance at Jun. 30, 2020 | $ 11,171 | $ 863 | $ 24,137 | $ (13,829) | |
Ending Balance, shares at Jun. 30, 2020 | 8,625,000 | ||||
[1] | This number includes up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On August 6, 2020, the underwriters fully exercised the over-allotment option; thus, these shares were no longer subject to forfeiture. |
Condensed Statement Of Change_2
Condensed Statement Of Changes In Shareholder's Equity (Parenthetical) - Common Class B [Member] | Jun. 30, 2020shares |
Common stock, shares outstanding | 8,625,000 |
Shares Subject to Forfeiture [Member] | |
Common stock, shares outstanding | 1,125,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 1 Months Ended |
Jun. 30, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (13,829) |
Changes in operating assets and liabilities: | |
Prepaid expenses | 13,829 |
Net cash used in operating activities | 0 |
Net change in cash | 0 |
Cash - beginning of the period | 0 |
Cash - end of the period | 0 |
Supplemental disclosure of noncash investing and financing activities: | |
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 |
Accounts Payable Current [Member] | |
Supplemental disclosure of noncash investing and financing activities: | |
Deferred offering costs | 23,450 |
Accrued Liabilities Current [Member] | |
Supplemental disclosure of noncash investing and financing activities: | |
Deferred offering costs | 91,250 |
Notes Payable Related Parties Current [Member] | |
Supplemental disclosure of noncash investing and financing activities: | |
Deferred offering costs | $ 52,250 |
Description of Organization and
Description of Organization and Business Operations | 1 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Yucaipa Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on June 4, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of June 30, 2020, the Company had not commenced any operations. All activity for the period from June 4, 2020 (inception) through June 30, 2020 relates to the Company’s formation and the preparation of the initial public offering (“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 The Company’s sponsor is Yucaipa Acquisition Manager, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 3, 2020. On August 6, 2020, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 4,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.6 million, inclusive of approximately $12.1 million in deferred underwriting commissions (Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,933,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.9 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement in August 2020, $345.0 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 at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the Investment Company Act”). The Company will provide the holders (the “Public Shareholders”) of Public Shares, with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company will be adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Initial Public Offering, or August 6, 2022 (the “Combination Period”) or with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, 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 Capital Resources At June 30, 2020, the Company had no cash and working capital deficit of approximately $156,000. The Company’s liquidity needs up to June 30, 2020 had been satisfied through the receipt of $25,000 from the Sponsor to cover certain expenses of the Company’s behalf in exchange for the issuance of the Founder Shares (as defined below), and a loan of approximately $52,000 pursuant to the Note issued to the Sponsor (Note 4). Subsequent to June 30, 2020, the Company’s liquidity needs had been satisfied with additional borrowings under the Note of approximately $50,000, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the outstanding Note balance of $102,000 in full on August 7, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). To date, 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. Management continues to evaluate the impact of the COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 1 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the balances and results for the period presented. Operating results for the period from June 4, 2020 (inception) through June 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020. The accompanying unaudited interim condensed financial statements should be read in conjunction with the audited balance sheet included in the Form 8-K Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements 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 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 from those estimates. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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. The Company has not experienced losses on these accounts 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 had no cash equivalents as of June 30, 2020. 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. Deferred Offering Costs Associated with the Initial Public Offering Deferred offering costs consisted of legal, accounting and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering and that were charged to shareholder’s equity upon the completion of the Initial Public Offering in August 2020. Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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 June 30, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from June 4, 2020 (inception) through June 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Weighted average shares at June 30, 2020 includes 1,125,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 6). The underwriters fully exercised the over-allotment option on August 6, 2020; thus, these shares were no longer subject to forfeiture. At June 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 standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 1 Months Ended |
Jun. 30, 2020 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On August 6, 2020, the Company consummated its Initial Public Offering of 34,500,000 Units (the “Units”), including the 4,500,000 additional Units to cover over-allotments (the Over-Allotment Units), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.6 million, inclusive of approximately $12.1 million in deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one-third of one |
Related Party Transactions
Related Party Transactions | 1 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On June 13, 2020, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 8,625,000 Class B ordinary shares, par value $0.0001, (the “Founder Shares”). The Sponsor agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Share Simultaneously with the closing of the Initial Public Offering in August 2020, the Company consummated the private placement (“Private Placement”) of 5,933,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.9 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable 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 Shares until 30 days after the completion of the initial Business Combination. Related Party Loans On June 12, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest 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 the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date that the Company’s securities are first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination or the Company’s liquidation, the Company will reimburse the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. Forward Purchase Arrangement In connection with the consummation of the Initial Public Offering, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with the Sponsor, which provides for the purchase of up to $50.0 million of units, with each unit consisting of one Class A ordinary share (the “Forward Purchase Shares”) and one-third of |
Commitments and Contingencies
Commitments and Contingencies | 1 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed upon consummation of the Proposed Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period Pursuant to the Forward Purchase Agreement, the Company has agreed to use its reasonable best efforts (i) to file within 30 days after the closing of a Business Combination a registration statement with the SEC for a secondary offering of the Forward Purchase Shares and the Forward Purchase Warrants (and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter but in no event later than sixty (60) days after the initial filing, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the Sponsor or its assignees cease to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared effective, cause us to conduct firm commitment underwritten offerings, subject to certain limitations. In addition, the Forward Purchase Agreement provides that these holders will have certain “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were paid a cash underwriting discount of $0.20 per Public Share, or approximately $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Public Share, or approximately $12.1 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. |
Shareholder's Equity
Shareholder's Equity | 1 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Shareholder's Equity | Note 6 — Shareholder’s Equity Class A Ordinary Shares - Class B Ordinary Shares - Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, than one-to-one. Preference Shares - Warrants— The warrants have an exercise price of $11.50 per whole share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, excluding the forward purchase securities, for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’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 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 the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates 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 below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Public Warrants for cash (except with respect to the Private Placement Warrants): • 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 last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding 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 • if, and only if, the last reported sale price (the “closing price”) of the Company’s Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading • the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume weighted average price of the Class A ordinary shares 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 Class A ordinary shares per warrant (subject to adjustment). If the Company has not completed the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Subsequent Events
Subsequent Events | 1 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date unaudited condensed financial statements were available to be issued. Other than as described in these financial statements in relation to the Company’s repayment of the Note (Note 4) and Initial Public Offering (Note 3) and related transactions, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 1 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the balances and results for the period presented. Operating results for the period from June 4, 2020 (inception) through June 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020. The accompanying unaudited interim condensed financial statements should be read in conjunction with the audited balance sheet included in the Form 8-K |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements 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 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 from those estimates. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
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. The Company has not experienced losses on these accounts 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 had no cash equivalents as of June 30, 2020. |
Financial Instruments | 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. |
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 and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering and that were charged to shareholder’s equity upon the completion of the Initial Public Offering in August 2020. |
Income Taxes | Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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 June 30, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from June 4, 2020 (inception) through June 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Weighted average shares at June 30, 2020 includes 1,125,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 6). The underwriters fully exercised the over-allotment option on August 6, 2020; thus, these shares were no longer subject to forfeiture. At June 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 standards if currently adopted would have a material effect on the accompanying financial statements. |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Aug. 31, 2020 | Aug. 07, 2020 | Aug. 06, 2020 | Jun. 30, 2020 | Jul. 31, 2020 | Jun. 30, 2020 |
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Date of incorporation | Jun. 30, 2020 | |||||
Restricted investments maturity | 185 days | |||||
Cash | $ 0 | $ 0 | ||||
Net Working Capital | $ 156,000 | |||||
Reimbursement For Expenses | 25,000 | |||||
Sponsor [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Proceeds from notes payable short term | $ 52,000 | |||||
Minimum [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Minimum net tangible assets needed post business combination for consumating business combination | $ 5,000,001 | |||||
Forecast [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Percentage of shares issued that can be transferred with no restriction | 15.00% | |||||
Dissolution Expenses | $ 100,000 | |||||
Per share value of assets available for distribution on liquidation | $ 10 | |||||
Forecast [Member] | Percentage of Ownership in Investment Company Post Business Combination [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 50.00% | |||||
Forecast [Member] | Minimum [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Initial business combination as a percentage of assets held in trust account excluding taxes payable and deferred underwriting commision | 80.00% | |||||
Subsequent Event [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Payment to acquire short term restricted investments | $ 345,000,000 | |||||
Sale of stock issue price per share | $ 10 | |||||
Subsequent Event [Member] | Sponsor [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Proceeds from notes payable short term | $ 50,000 | |||||
Repayment of short term notes | $ 102,000 | |||||
IPO [Member] | Class A Common Stock And Public Warrants [Member] | Subsequent Event [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Stock shares issued during the period | 34,500,000 | |||||
Proceeds from initial public offer | $ 345,000,000 | |||||
Payment of stock issuance costs | 19.6 | |||||
Deferred underwriting commission | $ 12.1 | |||||
Sale of stock issue price per share | $ 10 | |||||
IPO and Over-Allotment Option [Member] | Class A Common Stock And Public Warrants [Member] | Subsequent Event [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Sale of stock issue price per share | $ 10 | |||||
Over-Allotment Option [Member] | Class A Common Stock And Public Warrants [Member] | Subsequent Event [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Stock shares issued during the period | 4,500,000 | |||||
Private Placement [Member] | Subsequent Event [Member] | Private Placement Warrant [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Warrants issued during the period | 5,933,333 | |||||
Warrants issued price per warrant | $ 1.50 | |||||
Proceeds from warrants issued | $ 8,900,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Jun. 30, 2020 | Jun. 03, 2020 |
Significant Accounting Policies [Line Items] | ||
Cash federal depository insurance coverage | $ 250,000 | |
Cash and cash equivalents current | $ 0 | $ 0 |
Underwriters Over Allotment [Member] | Common Class B [Member] | ||
Significant Accounting Policies [Line Items] | ||
Common stock that are subject to forfeiture | 1,125,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Aug. 06, 2020 | Jun. 30, 2020 |
Public Warrants [Member] | ||
Class of Stock [Line Items] | ||
Exercise price of warrants | $ 11.50 | |
Subsequent Event [Member] | ||
Class of Stock [Line Items] | ||
Sale of stock issue price per share | $ 10 | |
Exercise price of warrants | $ 11.50 | |
Subsequent Event [Member] | Public Warrants [Member] | ||
Class of Stock [Line Items] | ||
Number of shares entitlement per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Subsequent Event [Member] | Class A Common Stock And Public Warrants [Member] | IPO [Member] | ||
Class of Stock [Line Items] | ||
Stock shares issued during the period | 34,500,000 | |
Sale of stock issue price per share | $ 10 | |
Proceeds from initial public offer | $ 345,000,000 | |
Payment of stock issuance costs | 19.6 | |
Deferred underwriting commission | $ 12.1 | |
Subsequent Event [Member] | Class A Common Stock And Public Warrants [Member] | Over-Allotment Option [Member] | ||
Class of Stock [Line Items] | ||
Stock shares issued during the period | 4,500,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Aug. 07, 2020USD ($) | Aug. 06, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 13, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)tradingdays$ / sharesshares | Jun. 12, 2020USD ($) | |
Related Party Transactions [Line Items] | |||||||
Offering costs for an aggregate price | $ | [1] | $ 25,000 | |||||
Percentage of ownership held by initial shareholders | 20.00% | ||||||
Sponsor [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Offering costs for an aggregate price | $ | $ 25,000,000 | ||||||
Proceeds from notes payable short term | $ | 52,000 | ||||||
Subsequent Event [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Class of warrant, exercise price | $ 11.50 | ||||||
Subsequent Event [Member] | Sponsor [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Proceeds from notes payable short term | $ | $ 50,000 | ||||||
Repayment of short term notes | $ | $ 102,000 | ||||||
Related Party Loans [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Working Capital Loans | $ | $ 1,500,000 | $ 1,500,000 | |||||
Convertible price for warrants | $ 1.50 | $ 1.50 | |||||
Related Party Loans [Member] | Sponsor [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Debt face amount | $ | $ 300,000 | ||||||
Office space, secretarial and administrative services [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Related party transaction, amounts of transaction | $ | $ 10,000,000 | ||||||
Public Warrants [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Class of warrant or right, threshold trading days for exercise from date of business combination | 30 days | ||||||
Class of warrant, exercise price | $ 11.50 | $ 11.50 | |||||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 20 | ||||||
Public Warrants [Member] | Subsequent Event [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Class of warrant, exercise price | $ 11.50 | ||||||
Share Price More Than Or Equals To USD Eighteen [Member] | Public Warrants [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Class of warrant or right, threshold trading days for exercise from date of business combination | 150 days | ||||||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 30 | ||||||
Share Price More Than Or Equals To USD Eighteen [Member] | Public Warrants [Member] | Minimum [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 20 | ||||||
Common Stock [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Share Price | 9.20 | $ 9.20 | |||||
Common Stock [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Share Price | 18 | 18 | |||||
Common Class A [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Common Class A [Member] | Public Warrants [Member] | Minimum [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 10 | ||||||
Common Class A [Member] | Public Warrants [Member] | Forward purchase agreement [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Class of Warrant, Number of units | shares | 50,000,000 | 50,000,000 | |||||
Class of warrant, exercise price | $ 11.50 | $ 11.50 | |||||
Common Class A [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Share Price | 18 | 18 | |||||
Common Class A [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | Public Warrants [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Share Price | 18 | $ 18 | |||||
Common Class A [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | Public Warrants [Member] | Minimum [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 20 | ||||||
Common Class A [Member] | Common Stock [Member] | Forward purchase agreement [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Share Price | 10 | $ 10 | |||||
Common Class A [Member] | Common Stock [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Share Price | 12 | 12 | |||||
Common Class B [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Stock shares issued during the period | shares | 8,625,000 | ||||||
Common Class B [Member] | Sponsor [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Stock shares issued during the period | shares | 8,625,000 | ||||||
Common Class B [Member] | Common Stock [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Offering costs for an aggregate price | $ | [1] | $ 863 | |||||
Stock shares issued during the period | shares | [1] | 8,625,000 | |||||
Common Class B [Member] | Shares Subject to Forfeiture [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Stock shares issued during the period | shares | 1,125,000 | ||||||
Private Placement [Member] | Subsequent Event [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Warrants issued during the period | shares | 5,933,333 | ||||||
Warrants issued price per warrant | $ 1.50 | ||||||
Proceeds from warrants issued | $ | $ 8,900,000 | ||||||
[1] | This number includes up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On August 6, 2020, the underwriters fully exercised the over-allotment option; thus, these shares were no longer subject to forfeiture. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Subsequent Event [Member] $ / shares in Units, $ in Millions | Aug. 06, 2020USD ($)$ / sharesshares |
Overallotment Option Vesting Period | 45 days |
Underwriting Discount Paid Per Unit | $ / shares | $ 0.20 |
Underwriting Expense Paid | $ | $ 6.9 |
Deferred Underwriting Commission Per Unit | $ / shares | $ 0.35 |
Deferred Underwriting Commission | $ | $ 12.1 |
Class A Common Stock And Units [Member] | Over-Allotment Option [Member] | |
Stock shares issued during the period | shares | 4,500,000 |
Shareholder's Equity - Addition
Shareholder's Equity - Additional Information (Detail) | Jun. 13, 2020$ / sharesshares | Jun. 30, 2020tradingdays$ / sharesshares | |
Class of Stock [Line Items] | |||
Percentage of ownership held by initial shareholders | 20.00% | ||
Common stock, threshold percentage on conversion of shares | 20.00% | ||
Preferred stock, shares authorized | 1,000,000 | ||
Preferred stock shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Share Price | $ / shares | $ 9.20 | ||
Common Stock [Member] | Share Price Less Than Or Equals To USD Nine Point Two Zero [Member] | |||
Class of Stock [Line Items] | |||
Share Price | $ / shares | 9.20 | ||
Common Stock [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | |||
Class of Stock [Line Items] | |||
Share Price | $ / shares | 18 | ||
Common Stock [Member] | Share Price More Than USD Ten Less Than USD Eighteen [Member] | |||
Class of Stock [Line Items] | |||
Share Price | $ / shares | $ 10 | ||
Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 20 | ||
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | ||
Class of warrant, exercise price | $ / shares | $ 11.50 | ||
Public Warrants [Member] | Share Price Less Than Or Equals To USD Nine Point Two Zero [Member] | |||
Class of Stock [Line Items] | |||
Class of warrant or right, redemption price adjustment percentage | 115.00% | ||
Public Warrants [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | |||
Class of Stock [Line Items] | |||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 30 | ||
Class of warrant or right, redemption price | $ / shares | $ 0.01 | ||
Class of warrant or right, minimum notice period for redemption | 30 days | ||
Public Warrants [Member] | Share Price More Than USD Ten Less Than USD Eighteen [Member] | |||
Class of Stock [Line Items] | |||
Class of warrant or right, redemption price adjustment percentage | 180.00% | ||
Class of warrant or right, redemption price | $ / shares | $ 0.10 | ||
Class of warrant or right, minimum notice period for redemption | 30 days | ||
Public Warrants [Member] | Maximum [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | |||
Class of Stock [Line Items] | |||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 30 | ||
Public Warrants [Member] | Minimum [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | |||
Class of Stock [Line Items] | |||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 20 | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 500,000,000 | ||
Common stock, par value | $ / shares | $ 0.0001 | ||
Common stock, shares issued | 0 | ||
Common stock, shares outstanding | 0 | ||
Common Class A [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | |||
Class of Stock [Line Items] | |||
Share Price | $ / shares | $ 18 | ||
Common Class A [Member] | Common Stock [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | |||
Class of Stock [Line Items] | |||
Share Price | $ / shares | $ 12 | ||
Common Class A [Member] | Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Class of warrant or right, exercisable ratio | 0.361 | ||
Common Class A [Member] | Public Warrants [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | |||
Class of Stock [Line Items] | |||
Share Price | $ / shares | $ 18 | ||
Common Class A [Member] | Public Warrants [Member] | Share Price More Than USD Ten Less Than USD Eighteen [Member] | |||
Class of Stock [Line Items] | |||
Share Price | $ / shares | $ 10 | ||
Common Class A [Member] | Public Warrants [Member] | Maximum [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | |||
Class of Stock [Line Items] | |||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 30 | ||
Common Class A [Member] | Public Warrants [Member] | Maximum [Member] | Share Price More Than USD Ten Less Than USD Eighteen [Member] | |||
Class of Stock [Line Items] | |||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 30 | ||
Common Class A [Member] | Public Warrants [Member] | Minimum [Member] | |||
Class of Stock [Line Items] | |||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 10 | ||
Common Class A [Member] | Public Warrants [Member] | Minimum [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | |||
Class of Stock [Line Items] | |||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 20 | ||
Common Class A [Member] | Public Warrants [Member] | Minimum [Member] | Share Price More Than USD Ten Less Than USD Eighteen [Member] | |||
Class of Stock [Line Items] | |||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 20 | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 50,000,000 | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 8,625,000 | ||
Common stock, shares outstanding | 8,625,000 | ||
Stock issued during period shares | 8,625,000 | ||
Common Class B [Member] | Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Stock issued during period shares | [1] | 8,625,000 | |
Common Class B [Member] | Shares Subject to Forfeiture [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares outstanding | 1,125,000 | ||
Stock issued during period shares | 1,125,000 | ||
Stock shares issued during the period | 1,125,000 | ||
[1] | This number includes up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On August 6, 2020, the underwriters fully exercised the over-allotment option; thus, these shares were no longer subject to forfeiture. |