10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(AMENDMENT NO. 1)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                             to________________

BROADSTONE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39506	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7 Portman Mews South

Marylebone, London W1H 6AY

United Kingdom

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +44 (0) 207 725 0800

Not Applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant	BSN.U	The New York Stock Exchange
Class A ordinary shares, par value $0.0001	BSN	The New York Stock Exchange
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	BSN WS	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ¨  No   x

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  x  No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  x    No  ¨

As of October 26, 2020, 30,530,301 Class A ordinary shares, par value $0.0001 per share, and 7,632,575 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) to Broadstone Acquisition Corp.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, which was originally filed on October 26, 2020 (the “Original Filing”), is being filed for the purpose of furnishing Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.

Exhibit 101 to this Amendment provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language). This Amendment is being filed within the time period provided by Rule 405(f)(2) of Regulation S-T.

No other changes have been made to the Original Filing. This Amendment does not reflect subsequent events occurring after the date of the Original Filing.

ITEM 6. EXHIBITS.

No.	Description of Exhibit
101.INS	XBRL Instance Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 16, 2020	BROADSTONE ACQUISITION CORP.
	By:	/s/ Marc Jonas
	Name:	Marc Jonas
	Title:	Chief Executive Officer (Principal Executive Officer)
Dated: November 16, 2020
	By:	/s/ Edward Hawkes
	Name:	Edward Hawkes
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

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Document and Entity Information - shares	2 Months Ended
	Jun. 30, 2020	Oct. 26, 2020
Document Type	10-Q/A
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2020
Entity Registrant Name	Broadstone Acquisition Corp.
Title of 12(b) Security	Class A ordinary shares, par value $0.0001
Trading Symbol	bsn-un
Security Exchange Name	NASDAQ
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001815805
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q2
Amendment Flag	false
Class A
Entity Common Stock, Shares Outstanding		30,530,301
Class B
Entity Common Stock, Shares Outstanding		7,632,575

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BALANCE SHEET	Jun. 30, 2020 USD ($)
Assets:
Deferred offering costs associated with initial public offering	$ 290,043
Total Assets	290,043
Current liabilities:
Accounts payable	29,182
Accrued expenses	189,343
Note payable - related party	57,250
Total current liabilities	275,775
Commitments and Contingencies
Shareholders' Equity
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding	0
Additional paid-in capital	24,137
Accumulated deficit	(10,732)
Total shareholders' equity	14,268
Total Liabilities and Shareholders' Equity	290,043
Class A
Shareholders' Equity
Common Stock	0
Class B
Shareholders' Equity
Common Stock	$ 863

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BALANCE SHEET (Parenthetical) - $ / shares	Oct. 14, 2020	Sep. 15, 2020	Jun. 30, 2020
Preferred stock, par value			$ 0.0001
Preferred stock, shares authorized			1,000,000
Preferred stock, shares issued			0
Preferred stock, shares outstanding			0
Common stock, shares outstanding		8,625,000
Class A
Common stock, par value			$ 0.0001
Common stock, shares authorized			200,000,000
Common stock, shares issued			0
Common stock, shares outstanding			0
Class B
Common stock, par value			$ 0.0001
Common stock, shares authorized			20,000,000
Common stock, shares issued		8,625,000	8,625,000
Common stock, shares outstanding			8,625,000
Maximum shares subject to forfeiture			1,125,000
Class B | Over-allotment option | Subsequent event
Maximum shares subject to forfeiture	992,425

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STATEMENT OF OPERATIONS	2 Months Ended
	Jun. 30, 2020 USD ($) $ / shares shares
Operating expenses:
General and administrative expenses	$ 10,732
Net loss	$ (10,732)
Weighted average ordinary shares outstanding, basic and diluted | shares	7,632,575
Basic and diluted net loss per ordinary share | $ / shares	$ 0

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STATEMENT OF OPERATIONS (Parenthetical) - shares	Oct. 14, 2020	Jun. 30, 2020
Over-allotment option | Subsequent event
Number of shares issued	530,301
Class B
Shares subject to forfeiture	992,425	1,125,000

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STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY - 2 months ended Jun. 30, 2020 - USD ($)	Common Stock Class A	Common Stock Class B	Additional Paid-in Capital	Accumulated Deficit	Over-allotment option	Total
Balance at the beginning at May. 12, 2020	$ 0	$ 0	$ 0	$ 0		$ 0
Balance at the beginning (in shares) at May. 12, 2020	0	0
Issuance of common stock to Sponsor	$ 0	$ 863	24,137	0		25,000
Issuance of common stock to Sponsor (in shares)	0	8,625,000
Sale of units in initial public offering, gross (In shares)					4,500,000
Net loss				(10,732)		(10,732)
Balance at the ending at Jun. 30, 2020	$ 0	$ 863	$ 24,137	$ (10,732)		$ 14,268
Balance at the ending (in shares) at Jun. 30, 2020	0	8,625,000

XML

STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (Parenthetical) - shares	Oct. 14, 2020	Jun. 30, 2020
Over-allotment option | Subsequent event
Number of shares issued	530,301
Class B
Shares subject to forfeiture	992,425	1,125,000

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STATEMENT OF CASH FLOWS	2 Months Ended
	Jun. 30, 2020 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (10,732)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by related parties	5,000
Changes in operating assets and liabilities:
Accounts payable	5,732
Net cash used in operating activities	0
Cash Flows from Financing Activities:
Net change in cash	0
Cash - beginning of the period	0
Cash - ending of the period	0
Supplemental disclosure of non-cash investing and financing activities:
Offering costs paid in exchange for issuance of Class B ordinary shares to Sponsor	25,000
Offering costs included in accrued expenses	189,343
Offering costs included in note payable	52,250
Offering costs included in note payable	$ 23,450

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Description of Organization, Business Operations and Basis of Presentation

2 Months Ended

Jun. 30, 2020

Description of Organization, Business Operations and Basis of Presentation

Description of Organization, Business Operations and Basis of Presentation

Note 1 — Description of Organization, Business Operations and Basis of Presentation

Broadstone Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on May 13, 2020. The Company was incorporated 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”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of June 30, 2020, the Company had not commenced any operations. All activity for the period from May 13, 2020 (inception) through June 30, 2020 relates to the Company’s formation and the preparation for the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Broadstone Sponsor LLP, a United Kingdom limited liability partnership (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on September 10, 2020. On September 15, 2020, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $16.6 million, inclusive of approximately $10.5 million in deferred underwriting commissions (Note 5).  The Company granted the underwriters in the Initial Public Offering a 45‑day option to purchase up to 4,500,000 additional Units to cover over-allotments, if any. On October 14, 2020, the underwriters partially exercised the over-allotment option to purchase as additional 530,301 units (the “Over-Allotment Units”). On October 14, 2020, the Company completed the sale of the Over-Allotment Units to underwriters (the “Over-Allotment”), generating gross proceeds of approximately $5.3 million, and incurred additional offering costs of approximately $292,000 in underwriting fees (inclusive of approximately $186,000 in deferred underwriting commissions).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 8,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of approximately $8.0 million (Note 4). Simultaneously with the closing of the Over-Allotment Units, on October 14, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 106,060 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $106,060.

Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placement, $305.3 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was 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 was invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

The Company will provide holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 and the approval of an ordinary resolution. 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 its Amended and Restated Memorandum and Articles of Association (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 its Public Shares irrespective of whether it votes 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 (ii) clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association 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 in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or September 15, 2022 (the “Combination Period”) or (B) 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 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 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 up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the 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 other requirements of applicable law.

The Sponsor, officers and directors 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 initial shareholders 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 amount 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 vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“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 GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from May 13, 2020 (inception) through June 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8‑K and the final prospectus filed by the Company with the SEC on September 21, 2020 and September 14, 2020, respectively.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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, 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 growth companies but any such an 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 the comparison of the Company’s unaudited condensed financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Liquidity and Capital Resources

As of June 30, 2020, the Company had no cash and a working capital deficit of approximately $276,000.

The Company’s liquidity needs through June 30, 2020 had been satisfied through the payment of $25,000 from the Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), a loan of approximately $57,000 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 loan of approximately $76,000 from the Sponsor, for a total amount of $133,000 under the Note, and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on September 15, 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). As of June 30, 2020, there were no amounts outstanding under any Working Capital Loan.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity 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 pandemic and has concluded that the specific impact is not readily determinable as of the date of the balance sheet. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Summary of Significant Accounting Policies

2 Months Ended

Jun. 30, 2020

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Use of Estimates

The preparation of the unaudited condensed 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.

Deferred Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of ASC 340‑10‑S99‑1. 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 shareholders’ equity upon the completion of the Initial Public Offering in September 2020.

Net Loss Per Ordinary Share

The Company complies with the 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. 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.

Income Taxes

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of 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 May 13, 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 Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Recent Accounting Pronouncements

The Company’s management does not believe that there are any recently issued, but not yet effective, accounting pronouncements that, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statement.

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Initial Public Offering

2 Months Ended

Jun. 30, 2020

Initial Public Offering

Initial Public Offering

Note 3 — Initial Public Offering

On September 15, 2020, the Company consummated the Initial Public Offering of 30,000,000 Units, at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $16.6 million, inclusive of approximately $10.5 million in deferred underwriting commissions. On October 14, 2020, the Company completed the sale of the Over-Allotment Units to the underwriters, generating gross proceeds of approximately $5.3 million, and incurred additional offering costs of approximately $292,000 in underwriting fees (inclusive of approximately $186,000 in deferred underwriting commissions).

Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).

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Related Party Transactions

2 Months Ended

Jun. 30, 2020

Related Party Transactions

Related Party Transactions

Note 4 — Related Party Transactions

Founder Shares

On May 19, 2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 8,625,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). Up to 1,125,000 Founder Shares are subject to forfeiture to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On October 14, 2020, the underwriters partially exercised the over-allotment option to purchase as additional 530,301 Units; thus, only 992,425 Class B ordinary shares remain subject to forfeiture.

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 (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 8,000,000 Private Placement Warrants to the Sponsor, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of approximately $8.0 million. Simultaneously with the closing of the Over-Allotment Units, on October 14, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 106,060 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $106,060.

Each warrant is exercisable to purchase one Class A ordinary share at $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 Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Sponsor Loan

On May 19, 2020, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable upon the completion of the Initial Public Offering. As of June 30, 2020, the Company borrowed approximately $57,000 under the Note. Subsequent to June 30, 2020, the Company borrowed additional loan of approximately $76,000 from the Sponsor, for a total amount of $133,000 under the Note. The Company fully repaid this balance on September 15, 2020.

Working Capital Loans

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. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.00 per warrant. As of June 30, 2020, the Company had no borrowings under any Working Capital Loans.

Administrative Support Agreement

Commencing on the date the Company’s securities are first listed on the New York Stock Exchange, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

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Commitments and Contingencies

2 Months Ended

Jun. 30, 2020

Commitments and Contingencies.

Commitments and Contingencies

Note 5 — Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45‑day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On October 14, 2020, the Underwriters partially exercised the over-allotment option to purchase as additional 530,301 Over-Allotment Units.

The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $6.1 million in the aggregate, paid upon the closing of the Initial Public Offering and the Over-Allotment. The underwriters reimbursed $390,000 to the Company to reimburse certain expenses in connection with the Initial Public Offering.

In addition, $0.35 per unit, or approximately $10.7 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.

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Shareholders' Equity

2 Months Ended

Jun. 30, 2020

Shareholders' Equity

Shareholders' Equity

Note 6 — Shareholders’ Equity

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2020, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of June 30, 2020, there were no Class A ordinary shares issued or outstanding.

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each Class B ordinary share. At September 15, 2020, there were 8,625,000 Class B ordinary shares issued and outstanding. Of the 8,625,000 Class B ordinary shares, an aggregate of up to 1,125,000 shares are subject to forfeiture to the Company for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. On October 14, 2020, the underwriters partially exercised the over-allotment option to purchase as additional 530,301 Units; thus, only 992,425 Class B ordinary shares remain subject to forfeiture.

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 the Company’s 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 appointment 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 on a one-for-one basis (as adjusted). In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Warrants — The Public Warrants will become exercisable at $11.50 per share on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and, following the effective date of the registration statement, the Company will use commercially reasonable efforts to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a 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 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, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital-raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders 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, plus 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 10‑trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 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 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.

Once the warrants become exercisable, the Company may call the Public Warrants for redemption (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 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.

In addition, once the warrants become exercisable, the Company may call the warrants for redemption:

· 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 Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares;

· if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30‑trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

· if the closing price of the Class A ordinary shares for any 20 trading days within a 30‑trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

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 calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete 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.

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Subsequent Events

2 Months Ended

Jun. 30, 2020

Subsequent Events

Subsequent Events

Note 7 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were available to be issued. Based upon this review, the Company determined that, except as disclosed in Note 3 and 4, there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.

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Summary of Significant Accounting Policies (Policies)

2 Months Ended

Jun. 30, 2020

Summary of Significant Accounting Policies

Use of Estimates

Use of Estimates

The preparation of the unaudited condensed 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.

Offering Costs Associated with the Initial Public Offering

Deferred Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of ASC 340‑10‑S99‑1. 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 shareholders’ equity upon the completion of the Initial Public Offering in September 2020.

Net Income (Loss) Per Ordinary Share

Net Loss Per Ordinary Share

The Company complies with the 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. 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.

Income Taxes

Income Taxes

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of 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 May 13, 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 Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company’s management does not believe that there are any recently issued, but not yet effective, accounting pronouncements that, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statement.

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Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($)					1 Months Ended	2 Months Ended
	Oct. 14, 2020	Sep. 15, 2020	Jul. 01, 2020	May 19, 2020	Jul. 01, 2020	Jun. 30, 2020
Subsidiary, Sale of Stock [Line Items]
Cash						$ 0
Working capital deficit						276,000
Working Capital Loans
Subsidiary, Sale of Stock [Line Items]
Price of warrants (in dollars per share)				$ 1.00
Outstanding balance of related party note						0
Sponsor
Subsidiary, Sale of Stock [Line Items]
Proceeds from related party loan						57,000
Contribution from sponsor						$ 25,000
Class A
Subsidiary, Sale of Stock [Line Items]
Common stock, par value						$ 0.0001
Class B
Subsidiary, Sale of Stock [Line Items]
Common stock, par value						0.0001
Subsequent event | Sponsor
Subsidiary, Sale of Stock [Line Items]
Proceeds from related party loan			$ 76,000		$ 133,000
IPO
Subsidiary, Sale of Stock [Line Items]
Number of shares issued		30,000,000
Share price		$ 10.00				$ 10.00
Gross proceeds	$ 5,300,000	$ 300,000,000				$ 305,300,000
Offering cost	292,000	16,600,000
Deferred underwriting commissions	186,000	$ 10,500,000
Exercise price of warrants (in dollars per share)						$ 11.50
Percentage of aggregate fair market value of assets						80.00%
Ownership interest to be acquired on post-transaction company						50.00%
Per share value of residual assets in trust account						$ 10.00
Minimum net tangible assets upon consummation of business combination						$ 5,000,001
Maximum percentage of shares that can be redeemed without prior consent of the Company						15.00%
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination						100.00%
Maturity term of U.S. government securities						185 days
Threshold trading days to redeem the shares						10 days
Interest to pay dissolution expenses						$ 100,000
IPO | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Number of shares issued		30,000,000
Share price		$ 10.00
Gross proceeds	5,300,000	$ 300,000,000
Offering cost	292,000	16,600,000
Deferred underwriting commissions	$ 186,000	$ 10,500,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of shares issued						4,500,000
Over-allotment option | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	530,301	4,500,000
Number of shares issued	530,301
Private Placement
Subsidiary, Sale of Stock [Line Items]
Gross proceeds						$ 8,000,000
Proceeds from issuance of warrants				$ 8,000,000
Number of warrants to purchase the shares issued (in shares)				8,000,000
Price of warrants (in dollars per share)				$ 1.00
Private Placement | Sponsor
Subsidiary, Sale of Stock [Line Items]
Gross proceeds						106,060
Proceeds from issuance of warrants						$ 8,000,000
Number of warrants to purchase the shares issued (in shares)						106,060
Price of warrants						$ 1.00
Private Placement | Class A
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants (in dollars per share)				$ 11.50
Private Placement | Class A | Sponsor
Subsidiary, Sale of Stock [Line Items]
Price of warrants						$ 11.50
Private Placement | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of warrants	$ 106,060
Number of warrants to purchase the shares issued (in shares)	106,060

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Summary of Significant Accounting Policies (Details)	2 Months Ended
	Jun. 30, 2020 USD ($) shares
Subsidiary, Sale of Stock [Line Items]
Unrecognized tax benefits	$ 0
Amounts accrued for the payment of interest and penalties	0
Earnings Per Share [Abstract]
Net Income (Loss) Attributable to Parent	$ (10,732)
Class B
Subsidiary, Sale of Stock [Line Items]
Maximum shares subject to forfeiture | shares	1,125,000

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Initial Public Offering (Details) - USD ($)			2 Months Ended
	Oct. 14, 2020	Sep. 15, 2020	Jun. 30, 2020
Class A
Subsidiary, Sale of Stock [Line Items]
Common stock, par value			$ 0.0001
IPO
Subsidiary, Sale of Stock [Line Items]
Number of shares issued		30,000,000
Share price		$ 10.00	$ 10.00
Gross proceeds	$ 5,300,000	$ 300,000,000	$ 305,300,000
Offering cost	292,000	16,600,000
Deferred underwriting commissions	$ 186,000	$ 10,500,000
Exercise price of warrants (in dollars per share)			$ 11.50

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Related Party Transactions - Founder share (Details) - USD ($)			2 Months Ended
	Oct. 14, 2020	May 19, 2020	Jun. 30, 2020
Related Party Transaction [Line Items]
Aggregate purchase price			$ 25,000
Class B
Related Party Transaction [Line Items]
Ordinary shares, par value			$ 0.0001
Maximum shares subject to forfeiture			1,125,000
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent)			20.00%
Class B | Founder | Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price		$ 25,000
Share price		$ 0.004
Number of shares issued		8,625,000
Ordinary shares, par value		$ 0.0001
Maximum shares subject to forfeiture		1,125,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)		$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Over-allotment option | Subsequent event
Related Party Transaction [Line Items]
Number of shares issued	530,301
Over-allotment option | Class B | Subsequent event
Related Party Transaction [Line Items]
Maximum shares subject to forfeiture	992,425

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Related Party Transactions - Private placement warrants (Details) - Private Placement - USD ($)	Oct. 14, 2020	May 19, 2020
Related Party Transaction [Line Items]
Number of warrants to purchase the shares issued (in shares)		8,000,000
Price of warrants (in dollars per share)		$ 1.00
Proceeds from Issuance of Warrants		$ 8,000,000
Threshold Period For Not To Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination		30 days
Subsequent event
Related Party Transaction [Line Items]
Number of warrants to purchase the shares issued (in shares)	106,060
Proceeds from Issuance of Warrants	$ 106,060
Class A
Related Party Transaction [Line Items]
Number of shares issuable per warrant (in shares)		1
Exercise price of warrants (in dollars per share)		$ 11.50

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Related Party Transactions - Sponsor loan, Working capital loans, Administrative support agreement (Details) - USD ($)			2 Months Ended
	Jul. 01, 2020	May 19, 2020	Jul. 01, 2020	Jun. 30, 2020
Sponsor
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note		$ 300,000
Proceeds from related party loan				$ 57,000
Working Capital Loans
Related Party Transaction [Line Items]
Maximum loans convertible into warrants		$ 1,500,000
Price of warrants (in dollars per share)		$ 1.00
Outstanding balance of related party note				0
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month				$ 10,000
Subsequent event | Sponsor
Related Party Transaction [Line Items]
Proceeds from related party loan	$ 76,000		$ 133,000

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Commitments and Contingencies (Details)			2 Months Ended
	Oct. 14, 2020 shares	Sep. 15, 2020 shares	Jun. 30, 2020 USD ($) item $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Maximum number of demands for registration of securities | item			3
Cash underwriting discount per unit | $ / shares			$ 0.20
Reimbursement of certain expenses | $			$ 390,000
Deferred fee per unit | $ / shares			$ 0.35
Deferred underwriting fee payable | $			$ 10,700,000
Cash underwriting discount paid | $			$ 6,100,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Underwriting option period			45 days
Sale of units in initial public offering, gross (In shares) | shares			4,500,000
Over-allotment option | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering, gross (In shares) | shares	530,301	4,500,000
Number of shares issued | shares	530,301

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Shareholders' Equity - Preferred Stock (Details)	Jun. 30, 2020 $ / shares shares
Shareholders' Equity
Preferred stock, shares authorized	1,000,000
Preferred stock, par value | $ / shares	$ 0.0001
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0

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Shareholders' Equity - Common Stock (Details) - $ / shares		2 Months Ended
	Oct. 14, 2020	Jun. 30, 2020	Sep. 15, 2020
Class of Stock [Line Items]
Common stock, shares outstanding			8,625,000
Number of Class A common stock issued upon conversion of each share (in shares)		1
Over-allotment option | Subsequent event
Class of Stock [Line Items]
Number of shares issued	530,301
Class A
Class of Stock [Line Items]
Common stock, shares authorized		200,000,000
Common stock, par value		$ 0.0001
Common stock, shares issued		0
Common stock, shares outstanding		0
Class B
Class of Stock [Line Items]
Common stock, shares authorized		20,000,000
Common stock, par value		$ 0.0001
Common stock, number of votes per share		$ 1
Common stock, shares issued		8,625,000	8,625,000
Common stock, shares outstanding		8,625,000
Common stock, shares subject to forfeiture (in shares)	992,425	1,125,000
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent)		20.00%
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares (in shares)		20.00%

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Shareholders' Equity - Warrants (Details)	2 Months Ended
	Jun. 30, 2020 $ / shares shares
Class of Warrant or Right [Line Items]
Threshold trading days for calculating volume-weighted average price	10 days
Maximum redemption feature per warrant | shares	0.361
Class A
Class of Warrant or Right [Line Items]
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent)	60.00%
Threshold trading days for calculating Market Value	10 days
Class A | Maximum
Class of Warrant or Right [Line Items]
Newly Issued Price (in dollars per share)	$ 9.20
Public Warrants
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)	$ 11.50
Warrants exercisable term after the completion of a business combination	30 days
Warrants exercisable term from the closing of the public offering	12 months
Threshold maximum period for filing registration statement after business combination	15 days
Threshold maximum period for registration statement to become effective after business combination	60 days
Warrant expiry term	5 years
Public Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption price per warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of warrants (in dollars per share)	$ 18.00
Threshold trading days for redemption of warrants	20 days
Threshold consecutive trading days for redemption of warrants	30 days
Newly Issued Price (in dollars per share)	$ 18.00
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Public Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00
Class of Warrant or Right [Line Items]
Redemption price per warrant (in dollars per share)	$ 0.10
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of warrants (in dollars per share)	$ 10.00
Threshold consecutive trading days for redemption of warrants	30 days
Threshold number of trading days before sending notice of redemption to warrant holders	3 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180.00%
Private Placement Warrants | Redemption of Warrants when price per share of Class A common stock is less than $18.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of warrants (in dollars per share)	$ 18.00
Threshold trading days for redemption of warrants	20 days
Threshold consecutive trading days for redemption of warrants	30 days